DEERE JOHN CAPITAL CORP, S-3, 1996-08-21

DEERE JOHN CAPITAL CORP
S-3, 1996-08-21
SHORT-TERM BUSINESS CREDIT INSTITUTIONS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

JOHN DEERE CAPITAL CORPORATION

(Exact name of Registrant as specified in its charter)
------------------------------

<TABLE>
<S> <C>
DELAWARE 36-2386361
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
</TABLE>

1 EAST FIRST STREET
SUITE 600
RENO, NEVADA 89501
702/786-5527
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

FRANK S. COTTRELL
DEERE & COMPANY
JOHN DEERE ROAD
MOLINE, ILLINOIS 61265-8098
309/765-4675
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

COPIES TO:

<TABLE>
<S> <C>
JONATHAN JEWETT HOWARD G. GODWIN, JR.
SHEARMAN & STERLING BROWN & WOOD LLP
599 LEXINGTON AVENUE ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10048
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------------

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the registration statement number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. /X/

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT* PRICE* FEE
<S> <C> <C> <C> <C>
Debt securities and warrants to
purchase debt securities............ $1,000,000,000** 100% $1,000,000,000 $344,828
</TABLE>

<TABLE>
<C> <S>
* Estimated for the purpose of computing the registration fee.
** Or, in the event of the issuance of original issue discount securities, such higher principal amount as may be
sold for an initial public offering price of up to $1,000,000,000.
</TABLE>

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

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO
TO REGISTRATION STATEMENT NO. 33-60383 PREVIOUSLY FILED BY THE REGISTRANT ON
FORM S-3 AND DECLARED EFFECTIVE ON JULY 13, 1995. THIS REGISTRATION STATEMENT,
WHICH IS A NEW REGISTRATION STATEMENT, ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT
NO. 1 TO REGISTRATION STATEMENT NO. 33-60383, AND SUCH POST-EFFECTIVE AMENDMENT
NO. 1 SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF
THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE
SECURITIES ACT OF 1933.
------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PURSUANT TO RULE 424(B)(2)
SUBJECT TO COMPLETION, DATED AUGUST 21, 1996

PROSPECTUS SUPPLEMENT
(To Prospectus dated , 1996)

U.S. $1,208,850,000
JOHN DEERE CAPITAL CORPORATION
Medium-Term Notes, Series C
Due from 9 Months to 30 Years from Date of Issue
-------------------

John Deere Capital Corporation (the "Capital Corporation") may offer from
time to time its Medium-Term Notes, Series C, (the "Notes") at an aggregate
initial offering price of up to U.S. $1,208,850,000, or the equivalent in one or
more Currencies, subject to reduction as a result of the sale of other Debt
Securities (including the sale of Debt Securities having substantially similar
terms to the Notes outside the United States or the sale of Debt Securities
pursuant to another prospectus supplement) or Debt Warrants. Unless otherwise
specified in the applicable pricing supplement, the Notes will bear interest at
either fixed or floating rates or a combination thereof and will have a Maturity
Date from 9 months to 30 years from the date of issue. The principal amount,
Currency of denomination and payment, Maturity Date, redemption and repayment
provisions, if any, and price to public of a Note, together with the interest
rate or the interest rate basis, as adjusted by any Spread, Spread Multiplier or
other formula, as the case may be, will be established by the Capital
Corporation and set forth in the applicable pricing supplement.

Interest on each Fixed Rate Note will be payable on March 15 and September
15 of each year, unless otherwise specified in the applicable pricing
supplement, and on the date of Maturity. Interest on each Floating Rate Note
will be payable on the dates set forth in the applicable pricing supplement and
on the date of Maturity.

The Notes may be issued as Senior Securities or Subordinated Securities.
Subordinated Securities will be subordinated to all Senior Indebtedness of the
Capital Corporation. See "Description of Debt Securities -- Subordination" in
the accompanying prospectus.

Each Note will be represented by a Global Note registered in the name of a
nominee of The Depository Trust Company unless the applicable pricing supplement
specifies otherwise. A beneficial interest in a Global Note will be shown on,
and transfers thereof will be effected only through, records maintained by the
Depository and its participants. A beneficial interest in a Global Note may be
exchanged for Notes in definitive form only under the limited circumstances
described herein. See "Description of Notes -- General" herein and "Description
of Debt Securities -- Book-Entry Debt Securities" in the accompanying
prospectus.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING
SUPPLEMENT HERETO OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Price to Agents' Discounts Proceeds to the
Public (1) and Commissions (2) Capital Corporation (2)(3)
<S> <C> <C> <C>
Per Note............... 100% .125%--.675% 99.875%--99.325%
Total (4).............. $1,208,850,000 $1,511,062--$8,159,738 $1,207,338,938--$1,200,690,262
<FN>
(1) Unless otherwise specified in the applicable pricing supplement, each Note
will be issued at 100% of its principal amount.
(2) The Capital Corporation will pay a commission to Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. or
Salomon Brothers Inc (each, an "Agent"), in the form of a discount or
otherwise, ranging from .125% to .675% of the price to public of any Senior
Note sold through them as Agent depending upon the maturity of such Senior
Note. The schedule of commissions payable in connection with sales of
Senior Notes will also apply to sales of Subordinated Notes unless
otherwise agreed to by the Capital Corporation and the Agents. The Capital
Corporation also may sell the Notes to an Agent, as principal, for resale
to investors and other purchasers at varying prices relating to prevailing
market prices at the time of resale as determined by the applicable Agent
or, if so specified in the applicable pricing supplement, for resale at a
fixed public offering price. None of the proceeds from such resale of Notes
will be received by the Capital Corporation. Unless otherwise specified in
the applicable pricing supplement, any Note sold to an Agent as principal
will be purchased by such Agent at a price equal to 100% of the price to
public of such Note less a percentage of such price equal to the commission
applicable to an agency sale of a Note of identical maturity and rank.
(3) Before deduction of estimated expenses of $950,000.
(4) Or the equivalent thereof in one or more Currencies.
</TABLE>

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

The Notes are being offered on a continuing basis by the Capital Corporation
through the Agents, who have agreed to use their best efforts to solicit
purchases of such Notes, and also may be sold to an Agent or other person, as
principal, for resale. The Capital Corporation reserves the right to sell the
Notes directly to investors on its own behalf. The Notes may be sold at the
price to the public set forth above to dealers who later resell such Notes to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended. There can be no assurance that the Notes
offered hereby will be sold or that there will be a secondary market for the
Notes. The Capital Corporation reserves the right to withdraw, cancel or modify
the offer made hereby without notice. The Capital Corporation or the applicable
Agent, if it solicited such offer, may reject any offer in whole or in part.

------------------------
Merrill Lynch & Co.

Goldman, Sachs & Co.
Salomon Brothers Inc
------------

The date of this prospectus supplement is , 1996.
<PAGE>
IN CONNECTION WITH AN OFFERING OF NOTES PURCHASED BY ONE OR MORE AGENTS AS
PRINCIPAL ON A FIXED-PRICE BASIS, SUCH AGENT(S) MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN ANY OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

DESCRIPTION OF NOTES

The following description of the particular terms of the Notes offered
hereby should be read in conjunction with, supplements and, to the extent
inconsistent therewith, replaces the description of the general terms and
provisions of the Debt Securities set forth under the heading "Description of
Debt Securities" in the accompanying prospectus. The following description will
apply to each Note unless otherwise specified in the applicable pricing
supplement. Capitalized terms used herein without further definition have the
meanings ascribed thereto in the accompanying prospectus or in the Indentures.

The following summaries of certain provisions of the Indentures do not
purport to be complete, are subject to, and are qualified in their entirety by
reference to, all of the provisions of the Indentures, including the definitions
therein of certain terms.

Certain Defined Terms

Unless otherwise specified in the applicable pricing supplement, as used
herein, the following terms shall have the meanings ascribed thereto below:

"Business Day": with respect to any Note, any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law or executive order to close in The City of New
York; PROVIDED that, with respect to Notes denominated in or indexed to a
Currency other than U.S. dollars, such day is also not a day on which banking
institutions are generally authorized or obligated by law or executive order to
close in the city which is the principal financial center of the country or
countries of such Currency (or, in the case of Notes denominated in or indexed
to ECU, Brussels); and, PROVIDED, FURTHER, that, with respect to LIBOR Notes,
such day is also a London Banking Day.

"ECU": European Currency Units.

"Exchange Rate Agent": the agent of the Capital Corporation specified as
such in an applicable pricing supplement.

"Fixed Rate Note": a Note that bears interest at a fixed rate, as more fully
described herein.

"Floating Rate Note": a Note that bears interest at a floating rate, as more
fully described herein.

"Foreign Currency Note": any Note denominated or payable in one or more
Currencies other than the U.S. dollar.

"Indexed Note": a Note as to which all or certain interest payments and/or
the principal (and premium, if any) payable at Maturity are determined by
reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in the
applicable pricing supplement.

"Interest Payment Date": each date on which interest is payable on a Note.

"LIBOR": London interbank offered rate for deposits in a specific Currency,
calculated as provided herein or as provided in the applicable pricing
supplement.

"London Banking Day": any day on which dealings in deposits in the relevant
Currency are transacted in the London interbank market.

"Maturity": the date on which the principal of a Note or an installment
thereof becomes due and payable, whether on the Maturity Date or by declaration
of acceleration, call for redemption, exercise of an option for repayment or
otherwise.

S-2
<PAGE>
"Maturity Date": the date on which a Note will mature, as specified in the
applicable pricing supplement.

"Original Issue Discount Note": a Note, including any zero-coupon note, that
is issued at an issue price lower than the principal amount thereof and that
provides that upon acceleration of the Maturity thereof an amount less than the
principal amount thereof shall become due and payable.

"Senior Note": a Note issued under the Senior Indenture.

"Specified Currency": the Currency in which a Note is denominated.

"Subordinated Note": a Note issued under the Subordinated Indenture.

"U.S. $", "$" and "U.S. dollar": the lawful currency of the United States.

General

Unless otherwise specified in the applicable pricing supplement, the Notes
will have the following terms and provisions.

The Notes will be offered on a continuous basis and may be issued as Senior
Notes or Subordinated Notes.

The Notes offered by this prospectus supplement will be limited to an
aggregate initial offering price of U.S. $1,208,850,000, or the equivalent
thereof in one or more Specified Currencies other than U.S. dollars, less an
amount equal to the aggregate principal face amount of any other Debt Securities
issued at their principal face amount, the aggregate issue price rather than the
principal face amount of any other Debt Securities issued at original issue
discount, the aggregate issue price of any Debt Warrants and the aggregate
exercise price of any Debt Securities issuable upon exercise of Debt Warrants,
in any such case that are covered by the registration statement of which this
prospectus supplement is a part and are sold by the Capital Corporation. The
U.S. dollar equivalent of Notes denominated in a Specified Currency other than
U.S. dollars will be determined on the applicable trade date by the Exchange
Rate Agent on the basis of the noon buying rate for cable transfers in The City
of New York, as determined by the Federal Reserve Bank of New York, for such
Currency on the applicable trade date.

The Medium-Term Notes, Series C, Due from 9 Months to 30 Years from Date of
Issue issued under the Senior Indenture, of which the Senior Notes offered by
this prospectus supplement will form a part, constitute one series of Indenture
Securities, unlimited as to principal amount, established by the Capital
Corporation pursuant to the Senior Indenture. At the date of this prospectus
supplement, there were $860,000,000 Medium-Term Notes, Series C, outstanding.

The Medium-Term Notes, Series C, issued under the Subordinated Indenture, of
which the Subordinated Notes offered by this prospectus supplement will form a
part, constitute one series of Indenture Securities, unlimited as to principal
amount, established by the Capital Corporation, pursuant to the Subordinated
Indenture. At the date of this prospectus supplement, no Medium-Term Notes,
Series C, were outstanding under the Subordinated Indenture.

The Notes will be direct unsecured obligations of the Capital Corporation.
The Senior Notes will rank equally with all other unsecured and unsubordinated
indebtedness of the Capital Corporation. The Subordinated Notes will be
subordinated in right of payment to the prior payment in full of the Senior
Indebtedness of the Capital Corporation as described under "Description of Debt
Securities -- Subordinated Indenture Provisions" in the accompanying prospectus.
At July 31, 1996, subordinated indebtedness and unsubordinated indebtedness of
the Capital Corporation were $300 million and $4.346 billion, respectively.

The defeasance and covenant defeasance provisions of the Indentures
described under "Description of Debt Securities -- Provisions Applicable to Both
the Senior and Subordinated Indentures -- Satisfaction and Discharge, Defeasance
and Covenant Defeasance" in the accompanying prospectus will apply to the Notes,
with only such modifications thereto respecting any particular issuance of Notes
as shall be set forth in the applicable pricing supplement.

S-3
<PAGE>
The Notes will be denominated in U.S. dollars and payments of principal of
(and premium, if any) and interest, if any, on the Notes will be made in U.S.
dollars unless the pricing supplement indicates otherwise. For further
information regarding Foreign Currency Notes see "Special Provisions Relating To
Foreign Currency Notes", "Important Currency Exchange Information" and "Foreign
Currency Considerations". Payment of the purchase price of the Notes must be
made in immediately available funds.

A Note may be issued as a Fixed Rate Note or a Floating Rate Note or as a
Note that is a Floating Rate Note for a portion of its term and a Fixed Rate
Note for a portion of its term, all as specified in the applicable pricing
supplement.

The Notes also may be issued (a) as Currency Indexed Notes (as defined
below), the principal amount of which payable on the date of Maturity, and/or
the interest on which payable on each Interest Payment Date and on the date of
Maturity, will be determined by reference to the rate of exchange between the
Specified Currency and another Currency (the "Indexed Currency") set forth in
the applicable pricing supplement or (b) as other Indexed Notes the principal
amount of which payable on the date of Maturity, and/or the interest on which
payable on each Interest Payment Date and on the date of Maturity, will be
determined by reference to prices, changes in prices, or differences between
prices, of securities, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in the
applicable pricing supplement. See "Currency Indexed Notes" and "Other Indexed
Notes and Certain Terms Applicable to All Indexed Notes".

Each Note will be issued in fully registered form and will be represented by
either one or more Global Securities ("Global Notes") registered in the name of
a nominee of DTC or another depository (DTC or such other depository as is
specified in the applicable pricing supplement is herein referred to as the
"Depository"), or a certificate issued in definitive form (a "Certificated
Note"), as set forth in the applicable pricing supplement. A single Global Note
will represent all Notes issued on the same day and having the same terms,
including, but not limited to, rank, Interest Payment Dates, interest rate or
formula, Maturity Date and redemption and repayment provisions, if any; PROVIDED
that one Global Note will be issued with respect to each $200 million principal
amount of such Notes and an additional Global Note will be issued with respect
to any remaining principal amount of such Notes. A beneficial interest in a
Global Note will be shown on, and transfers thereof will be effected only
through, records maintained by the Depository and its participants. See
"Description of Debt Securities -- Book-Entry Debt Securities" in the
accompanying prospectus for a description of the Depository's procedures with
respect to Book-Entry Notes. Except as set forth under "Description of Debt
Securities -- Book-Entry Debt Securities" in the accompanying prospectus, Global
Notes will not be issuable in certificated form.

The authorized denominations of Notes denominated in U.S. dollars will be
$1,000 and any integral multiple thereof. The authorized denominations of
Foreign Currency Notes will be set forth in the applicable pricing supplement.

Payments of principal of (and, premium, if any) and interest, if any, on
Notes represented by a Global Note will be made in same-day funds to the
Depository in accordance with arrangements then in effect between the applicable
Trustee and the Depository.

Certificated Notes may be presented for registration of transfer or exchange
in the case of the Senior Notes, at the corporate trust office of the Trustee in
The City of New York and, in the case of the Subordinated Notes, at the
corporate trust office of the Trustee in The City of Chicago or an office or
agency of the Trustee in The City of New York.

Payments in U.S. dollars of interest on Certificated Notes (other than
interest payable on the Maturity Date or upon earlier redemption or repayment)
will be made by mailing a check to the holder at the address of such holder
appearing on the security register for the Notes on the applicable Regular
Record Date. Notwithstanding the foregoing, upon receipt of appropriate written
instructions from a holder of $10,000,000 or more in aggregate principal amount
of Certificated Notes issued under one of the Indentures (whether having
identical or different terms and provisions) by the applicable Trustee on or
prior to a

S-4
<PAGE>
Regular Record Date, such Trustee will make such payments of interest commencing
with the next succeeding Interest Payment Date by transfer of immediately
available funds to an account at a bank in The City of New York (or another bank
consented to by the Capital Corporation) designated by such holder, but only if
such bank has the appropriate facilities therefor.

Payments of principal of (and, premium, if any) and interest, if any, on
Notes payable on the Maturity Date or upon earlier redemption or repayment on
Certificated Notes will be made to the holder in immediately available funds
upon surrender of the applicable Notes, at the corporate trust office of the
relevant Trustee in The City of New York.

Notes may be issued in the form of zero-coupon notes that will be offered at
a discount from the principal amount thereof due on the Maturity Date of such
Notes. There will be no periodic payments of interest on zero-coupon notes. In
the event of an acceleration of the maturity of an Original Issue Discount Note,
the amount payable to the holder of such Note upon such acceleration will be
determined in accordance with the terms of the Note, but generally will be an
amount less than the amount payable on the Maturity Date of the principal of
such Note. In addition, a Note issued at a discount may, for federal income tax
purposes, be considered an original issue discount note, regardless of the
amount payable upon acceleration of the maturity of such Note. See "United
States Taxation -- United States Persons -- Discount Notes".

For a description of the rights attaching to Debt Securities under the
applicable Indenture, see "Description of Debt Securities" in the accompanying
prospectus. Unless otherwise specified in the applicable pricing supplement, the
Notes will have the terms described below, except that references to interest
payments and interest-related information do not apply to zero-coupon notes.

Interest and Interest Rates

Each Note, other than an Original Issue Discount Note, will bear interest
from its date of issue at the annual rate, or at a rate determined pursuant to
an interest rate formula, stated in the applicable pricing supplement, until the
principal thereof is paid or duly made available for payment. Interest will be
payable on each Interest Payment Date and at Maturity. Any interest other than
at Maturity will be payable to the person in whose name a Note (or any
predecessor Note) is registered at the close of business on the Regular Record
Date next preceding the relevant Interest Payment Date, subject to certain
exceptions; PROVIDED, HOWEVER, if a Note is issued between a Regular Record Date
and the Interest Payment Date pertaining thereto, the initial interest payment
will be made on the Interest Payment Date following the next succeeding Regular
Record Date to the holder on such Regular Record Date. Interest payable at
Maturity will be paid to the person to whom the principal of the Note will be
paid.

All percentages resulting from any calculation in respect of the Notes will
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.,
7.123455% (or 0.07123455) being rounded to 7.12346% (or 0.0712346) and 7.123454%
(or 0.07123454) being rounded to 7.12345% (or 0.0712345)), and all currency
amounts used in or resulting from any such calculation will be rounded to the
nearest one-hundredth of a unit (with five one-thousandths of a unit being
rounded upwards).

The interest rate on the Notes 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. Under present New York law, the maximum rate of interest
is 25% per annum on a simple interest basis. This limit may not apply to Notes
in which $2,500,000 or more has been invested.

Fixed Rate Notes

The "Interest Payment Dates" for Fixed Rate Notes will be on March 15 and
September 15 of each year and the "Regular Record Dates" for Fixed Rate Notes
will be the March 1 and September 1, respectively, immediately preceding an
Interest Payment Date. Interest on Fixed Rate Notes will accrue from and
including the date of issue or from and including the next preceding Interest
Payment Date to which interest has been duly paid or provided for, as the case
may be, to but excluding the relevant Interest Payment Date or date of Maturity,
as the case may be. Any payment of principal of (or, premium, if any) or
interest, if any, on a Fixed Rate Note required to be made on a day that is not
a Business Day need not be made on such day,

S-5
<PAGE>
but will be made on the next succeeding Business Day with the same force and
effect as if made on such day and no interest will accrue as a result of such
delayed payment. Interest on Fixed Rate Notes will be computed and paid on the
basis of a 360-day year of twelve 30-day months.

AMORTIZING NOTES

The Capital Corporation may from time to time offer Fixed Rate Notes (the
"Amortizing Notes") that pay certain amounts in respect of both principal and
interest over the life of such Fixed Rate Notes. Payments with respect to
Amortizing Notes will be applied first to interest due and payable thereon and
then to the reduction of the unpaid principal amount thereof. Further
information concerning additional terms and conditions of any issue of
Amortizing Notes will be provided in the applicable pricing supplement,
including a table setting forth repayment information for each payment date.

Floating Rate Notes

The applicable pricing supplement will designate one or more of the
following interest rate bases as applicable to each Floating Rate Note: (a) the
CD Rate (a "CD Rate Note"), (b) the Commercial Paper Rate (a "Commercial Paper
Rate Note"), (c) the Federal Funds Rate (a "Federal Funds Rate Note"), (d) LIBOR
(a "LIBOR Note"), (e) the Prime Rate (a "Prime Rate Note"), (f) the Treasury
Rate (a "Treasury Rate Note"), (g) the Constant Maturity Treasury Rate (a "CMT
Rate Note") or (h) such other interest rate basis as is set forth in such
pricing supplement.

Unless otherwise specified in the applicable pricing supplement, the
interest rate on each Floating Rate Note will be equal to (i) in the case of the
period, if any, commencing on the date of issue up to the first Interest Reset
Date (as defined below), an interest rate established by the Capital Corporation
as described in the applicable pricing supplement and (ii) in the case of each
period commencing on an Interest Reset Date, an interest rate (the "Floating
Interest Rate") equal to (a) the interest rate determined by reference to the
specified interest rate basis plus or minus the Spread, if any, (b) the interest
rate calculated by reference to the specified interest rate basis multiplied by
the Spread Multiplier, if any, or (c) the interest rate calculated by reference
to the specified interest rate basis determined under such other formula or
adjusted in such other manner as may be specified in the applicable pricing
supplement.

The "Spread" is the number of basis points specified in the applicable
pricing supplement as being applicable to a Floating Rate Note and the "Spread
Multiplier" is the percentage specified in the applicable pricing supplement as
being applicable to a Floating Rate Note. The specified interest rate basis will
be based on the Index Maturity. The "Index Maturity" is the period to maturity
of the instrument or obligation on which the interest rate formula is based. Any
Floating Rate Note may also have either or both of the following: (i) a maximum
numerical interest rate limitation, or ceiling, on the rate at which interest
may accrue during any Interest Period, as defined below, and (ii) a minimum
numerical interest rate limitation, or floor, on the rate at which interest may
accrue during any Interest Period.

The rate of interest on each Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually or at another interval, as
specified in the applicable pricing supplement. The date or dates on which the
interest rate will reset (each, an "Interest Reset Date") will be, in the case
of Floating Rate Notes that reset (a) daily, each Business Day, (b) weekly, the
Wednesday of each week (with the exception of weekly reset Treasury Rate Notes),
(c) monthly, the third Wednesday of each month, (d) quarterly, the third
Wednesday of March, June, September and December of each year, (e) semi-
annually, the third Wednesday of the two months specified in the applicable
pricing supplement and (f) annually, the third Wednesday of the month specified
in the applicable pricing supplement. In the case of a Treasury Rate Note that
resets weekly, the Interest Reset Date will be the Tuesday of each week except
that if a Treasury auction falls on any Interest Reset Date for such Treasury
Rate Note, then such Interest Reset Date will instead be the first Business Day
immediately following such Treasury auction. If any Interest Reset Date for any
Floating Rate Note would otherwise be a day that is not a Business Day for such
Floating Rate Note, the Interest Reset Date for such Floating Rate Note will be
postponed to the next succeeding Business Day, except that, in the case of a
LIBOR Note, if such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.

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The "Interest Determination Date" pertaining to an Interest Reset Date for a
CD Rate Note, a CMT Rate Note, a Commercial Paper Rate Note, a Federal Funds
Rate Note and a Prime Rate Note will be the second Business Day preceding the
Interest Reset Date; the "Interest Determination Date" pertaining to an Interest
Reset Date for a LIBOR Note will be the second London Banking Day preceding such
Interest Reset Date; and the "Interest Determination Date" pertaining to an
Interest Reset Date for a Treasury Rate Note will be the day of the week in
which such Interest Reset Date falls on which Treasury bills (as defined below)
would normally be auctioned. Treasury bills are usually sold at auction on
Monday of each week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that such auction may
be held on the preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week.

Interest will be payable in the case of Floating Rate Notes that reset (a)
daily, weekly or monthly, the third Wednesday of each month or the third
Wednesday of March, June, September and December of each year, as specified in
the applicable pricing supplement, (b) quarterly, the third Wednesday of March,
June, September and December of each year, (c) semi-annually, the third
Wednesday of the two months of each year specified in the applicable pricing
supplement and (d) annually, the third Wednesday of the month specified in the
applicable pricing supplement (each of the foregoing dates, an "Interest Payment
Date"); and, in each case, on the date of Maturity. Unless otherwise specified
in the applicable pricing supplement, each Regular Record Date for a Floating
Rate Note will be the 15th day (whether or not a Business Day) next preceding
each Interest Payment Date. If the date of Maturity of a Floating Rate Note
falls on a day that is not a Business Day, the principal of (and, premium, if
any) and interest required to be paid on such date will be paid on the next
succeeding Business Day with the same force and effect as if made on such date,
and no interest shall accrue as a result of such delayed payment. If any
Interest Payment Date other than the date of Maturity for a Floating Rate Note
would otherwise be a day that is not a Business Day, such Interest Payment Date
will be postponed to the next day that is a Business Day and interest will
accrue for the period of such postponement, except that, in the case of a LIBOR
Note, if such Business Day is in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding Business Day.

Interest on Floating Rate Notes will accrue from and including the date of
issue or from and including the next preceding Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, to but
excluding the applicable Interest Payment Date or date of Maturity, as the case
may be; PROVIDED, HOWEVER, that in the case of Floating Rate Notes on which the
interest rate is reset daily or weekly, the interest payments will include,
unless otherwise specified in the applicable pricing supplement, interest
accrued only from but excluding the last Regular Record Date through which
interest has been paid (or from and including the date of issue, if no interest
has been paid with respect to such Notes) through and including the Regular
Record Date next preceding the applicable Interest Payment Date, except that the
interest payment on the date of Maturity will include interest accrued to but
excluding such date. An "Interest Period" pertaining to a Note means a period of
time during which interest accrues on such Note.

Accrued interest with respect to a Floating Rate Note will be calculated by
multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factor calculated for each day in the Interest Period or from the last
date from which accrued interest is being calculated. The interest factor for
each such day is computed by dividing the interest rate in effect on such day by
360, in the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds
Rate Notes, Prime Rate Notes and LIBOR Notes, or by the actual number of days in
the year, in the case of Treasury Rate Notes and CMT Rate Notes.

Unless otherwise specified in the applicable pricing supplement, the
calculation agent (the "Calculation Agent") for purposes of determining the rate
of interest payable on Floating Rate Notes will be The Chase Manhattan Bank for
Senior Notes and The First National Bank of Chicago for Subordinated Notes. If
the applicable Calculation Agent is unwilling or unable to so act, another
institution will be selected by the Capital Corporation. Upon the request of the
holder of a Floating Rate Note, the Calculation Agent will provide the interest
rate then in effect and, if determined, the interest rate that will become
effective on the next Interest Reset Date with respect to such Floating Rate
Note. The "Calculation Date", where applicable, pertaining to any Interest
Determination Date is the date by which the applicable interest rate is
calculated

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and is the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if any such day is not a Business Day, the next
succeeding Business Day and (ii) the Business Day preceding the applicable
Interest Payment Date or date of Maturity, as the case may be.

The applicable pricing supplement will specify the particular terms of each
Floating Rate Note, including, but not limited to, the interest rate basis and
the Spread, Spread Multiplier or other formula, if any, the maximum or minimum
interest rate limitation, if any, the Index Maturity, the initial interest rate,
the Interest Payment Dates, the Regular Record Dates, the Maturity Date,
redemption and repayment provisions, if any, and any other applicable terms with
respect to such Note.

CD RATE NOTES

CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread, Spread Multiplier or other formula, if
any) specified in the applicable pricing supplement.

"CD Rate" means, with respect to any Interest Determination Date for a CD
Rate Note, the rate on such date for negotiable certificates of deposit having
the Index Maturity designated in the applicable pricing supplement as published
in "Statistical Release H.15(519), Selected Interest Rates", or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)"), under the caption "CDs (secondary market)" or, if not yet
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the rate on such Interest Determination
Date for negotiable certificates of deposit having the Index Maturity designated
in the applicable pricing supplement as published in the daily statistical
release entitled "Composite 3:30 P.M. Quotations for U.S. Government
Securities", or any successor publication, published by the Federal Reserve Bank
of New York ("Composite Quotations") under the caption "Certificates of
Deposit". If by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date such rate is not yet published in
either H.15(519) or Composite Quotations, the CD Rate on such 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 Interest Determination Date, of three leading non-bank
dealers in negotiable U.S. dollar certificates of deposit in The City of New
York (which may include the Agents) selected by the Calculation Agent (after
consultation with the Capital Corporation) for negotiable certificates of
deposit of major United States money market banks of the highest credit standing
(in the market for negotiable certificates of deposit) having a remaining
maturity closest to the Index Maturity designated in the applicable pricing
supplement in a denomination of $5,000,000; PROVIDED, HOWEVER, that, if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the interest rate for the period commencing on the
Interest Reset Date following such Interest Determination Date will be the
interest rate in effect on such Interest Determination Date.

CD Rate Notes, like other Notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.

COMMERCIAL PAPER RATE NOTES

Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread, Spread
Multiplier or other formula, if any) specified in the applicable pricing
supplement.

"Commercial Paper Rate" means, with respect to any Interest Determination
Date for a Commercial Paper Rate Note, the Money Market Yield (calculated as
described below) of the rate on such date for commercial paper having the Index
Maturity designated in the applicable pricing supplement as published in
H.15(519) under the caption "Commercial paper" or if not yet published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Money Market Yield of the rate on such Interest
Determination Date for commercial paper having the Index Maturity designated in
the applicable pricing supplement as published in Composite Quotations under the
caption "Commercial Paper". If by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date such rate is not
yet published in either H.15(519) or Composite Quotations, the Commercial Paper
Rate on such Interest Determination Date will be calculated by the Calculation
Agent and will be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such

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Interest Determination Date of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent (after consultation with the
Capital Corporation), for commercial paper having the Index Maturity designated
in the applicable pricing supplement placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized securities
rating agency; PROVIDED, HOWEVER, that, if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
interest rate for the period commencing on the Interest Reset Date following
such Interest Determination Date will be the interest rate in effect on such
Interest Determination Date.

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

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

where "D" refers to the 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 Interest Period for which interest is being calculated.

FEDERAL FUNDS RATE NOTES

Federal Funds Rate Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread, Spread
Multiplier or other formula, if any) specified in the applicable pricing
supplement.

"Federal Funds Rate" means, with respect to any Interest Determination Date
for a Federal Funds Rate Note, the rate on such date for federal funds as
published in H.15(519) under the caption "Federal funds (effective)" or, if not
so published by 3:30 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the rate on such Interest
Determination Date as published in Composite Quotations under the caption
"Federal Funds/Effective Rate". If, by 3:30 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date such rate is not
yet published in either H.15(519) or Composite Quotations, the Federal Funds
Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight federal funds arranged by three leading dealers of federal funds
transactions in The City of New York, which dealers have been selected by the
Calculation Agent (after consultation with the Capital Corporation), as of 9:00
A.M., New York City time, on such Interest Determination Date; PROVIDED,
HOWEVER, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the interest rate for the period
commencing on the Interest Reset Date following such Interest Determination Date
will remain the interest rate in effect on such Interest Determination Date.

LIBOR NOTES

LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread, Spread Multiplier or other formula, if any)
specified in the applicable pricing supplement.

LIBOR with respect to LIBOR Notes indexed to the offered rate for U.S.
dollar deposits will be determined by the Calculation Agent in accordance with
the following provisions under USD-LIBOR-Reuters or under USD-LIBOR-Telerate, as
specified in the applicable pricing supplement:

(i) If USD-LIBOR-Reuters is specified in the applicable pricing
supplement for a LIBOR Note as the method for determining LIBOR with respect
to an Interest Determination Date for such LIBOR Note, LIBOR will be
determined on the basis of the offered rates for deposits in U.S. dollars
having the Index Maturity specified in the applicable pricing supplement,
commencing on the second London Banking Day immediately following such
Interest Determination Date, which appear on the Reuters Screen LIBO Page as
of 11:00 A.M., London time, on such Interest Determination Date. "Reuters
Screen LIBO Page" means the display designated as page "LIBO" on the Reuter
Monitor Money Rates Service (or such other page as may replace the LIBO page
on that service for the purpose of displaying London interbank offered rates
of major banks). If at least two such offered rates appear on the Reuters

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Screen LIBO Page, LIBOR for such Interest Determination Date will be the
arithmetic mean of such offered rates as determined by the Calculation
Agent. If fewer than two offered rates appear, LIBOR in respect of such
Interest Determination Date will be determined as described in (iii) below.

(ii) If USD-LIBOR-Telerate is specified in the applicable pricing
supplement for a LIBOR Note as the method for determining LIBOR or if no
other method is specified in the applicable pricing supplement for a LIBOR
Note as the method for determining LIBOR with respect to an Interest
Determination Date for such LIBOR Note, LIBOR will be the rate for deposits
in U.S. dollars having the Index Maturity designated in the applicable
pricing supplement, commencing on the second London Banking Day immediately
following such Interest Determination Date, which appears on Telerate Page
3750 as of 11:00 A.M., London time, on such Interest Determination Date.
"Telerate Page 3750" means the display page so designated on the Dow Jones
Telerate Service (or such other page as may replace that page on that
service, or such other service as may be nominated as the information
vendor, for the purpose of displaying London interbank offered rates of
major banks). If such rate does not appear on Telerate Page 3750, LIBOR for
such Interest Determination Date will be determined as described in (iii)
below.

(iii) With respect to an Interest Determination Date, if
USD-LIBOR-Reuters is the applicable interest rate basis for determining
LIBOR and fewer than two offered rates appear on the Reuters Screen LIBO
Page as specified in (i) above or if USD-LIBOR-Telerate is the applicable
interest rate basis for determining LIBOR and no rate appears on Telerate
Page 3750 as specified in (ii) above, then LIBOR will be determined on the
basis of the rate at which deposits in U.S. dollars are offered by four
major banks in the London interbank market, which banks have been selected
by the Calculation Agent (after consultation with the Capital Corporation)
(the "Reference Banks"), at approximately 11:00 A.M., London time, on such
Interest Determination Date commencing on the second London Banking Day
immediately following such Interest Determination Date to prime banks in the
London interbank market having the Index Maturity designated in the
applicable pricing supplement and in a principal amount equal to an amount
of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. The Calculation Agent will request
the principal London office of each of such Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, LIBOR
in respect of such Interest Determination Date will be the arithmetic mean
of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Interest Determination Date will be the arithmetic mean of
the rates quoted by three major banks in The City of New York selected by
the Calculation Agent (after consultation with the Capital Corporation) at
approximately 11:00 A.M., New York City time, on such Interest Determination
Date for loans in U.S. dollars to leading European banks, having the Index
Maturity designated in the applicable pricing supplement commencing on the
second London Banking Day immediately following such Interest Determination
Date and in a principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such market at
such time; PROVIDED, HOWEVER, that, if the banks in The City of New York
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the interest rate for the period commencing on the
Interest Reset Date following such Interest Determination Date will be the
interest rate in effect on such Interest Determination Date.

If any LIBOR Note is indexed to the offered rates in a Currency other than
U.S. dollars, the applicable pricing supplement will set forth the method for
determing such rate.

PRIME RATE NOTES

Prime Rate Notes will bear interest at the interest rates (calculated with
reference to the Prime Rate and the Spread, Spread Multiplier or other formula,
if any) specified in the applicable pricing supplement.

"Prime Rate" means, with respect to any Interest Determination Date for a
Prime Rate Note, the rate on such date as published in H.15(519) under the
caption "Bank prime loan" or if not yet published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank named
on the "Reuters Screen USPRIME1 Page" as such bank's prime rate or base lending
rate as in effect for such Interest Determination Date. "Reuters Screen

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USPRIME1 Page" means the display designated as page "USPRIME1" on the Reuters
Monitor Money Rates Service (such term to include such other page as may replace
the USPRIME1 page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks). If fewer than four such rates
appear on the Reuters Screen USPRIME1 Page for such Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent (after consultation with the Capital
Corporation). If fewer than four major money center banks provide such
quotations, such Prime Rate will be calculated by the Calculation Agent and will
be the arithmetic mean of four prime rates quoted on the basis of the actual
number of days in the year divided by 360 as of the close of business on such
Interest Determination Date as furnished in The City of New York by the major
money center banks that have provided quotations and by as many substitute banks
or trust companies as necessary, which are organized and doing business under
the laws of the United States, or any state thereof, in each case having total
equity capital of at least U.S. $500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent
(after consultation with the Capital Corporation) to provide such rate or rates;
PROVIDED, HOWEVER, that, if the banks or trust companies selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
interest rate for the period commencing on the Interest Reset Date following
such Interest Determination Date will be the interest rate in effect on such
Interest Determination Date.

TREASURY RATE NOTES

Treasury Rate Notes will bear interest at the interest rate (calculated with
reference to the Treasury Rate and the Spread, Spread Multiplier or other
formula, if any) specified in the applicable pricing supplement.

"Treasury Rate" means, with respect to any Interest Determination Date for a
Treasury Rate Note, the rate (expressed as a bond equivalent, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) for the
auction of direct obligations of the United States ("Treasury bills") held on
such Interest Determination Date having the Index Maturity designated in the
applicable pricing supplement as published in H.15(519) under the caption
"Treasury bills-Auction average" or, if not so published by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the rate for the applicable Index Maturity on such Interest Determination
Date displayed under the caption "Average Investment Yield" on the Dow Jones
Telerate Service ("Telerate") on page 56 or 57 or any successor page or, if not
so displayed, the auction average rate for such Interest Determination Date
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the results of the auction
of Treasury bills having the Index Maturity designated in the applicable pricing
supplement are not otherwise reported as provided above by 3:00 P.M., New York
City time, on such Calculation Date or displayed on Telerate or no such auction
is held in a particular week, then the Treasury Rate will be calculated by the
Calculation Agent and will be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) of the arithmetic mean of the secondary market bid rates, as
of 3:30 P.M., New York City time, on such Interest Determination Date, of three
leading primary United States government securities dealers selected by the
Calculation Agent (after consultation with the Capital Corporation), for the
issue of Treasury bills with a remaining maturity closest to the Index Maturity
specified in the applicable pricing supplement; PROVIDED, HOWEVER, that, if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the interest rate for the period commencing on the
Interest Reset Date following such Interest Determination Date will be the
interest rate in effect on such Interest Determination Date.

CMT RATE NOTES

CMT Rate Notes will bear interest at the interest rate (calculated with
reference to the Constant Maturity Treasury Rate and the Spread, Spread
Multiplier or other formula, if any) specified in the applicable pricing
supplement.

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"CMT Rate" means, with respect to any Interest Determination Date for a CMT
Rate Note, the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption "...Treasury Constant Maturities...Federal Reserve
Board Release H.15...Mondays Approximately 3:45 P.M.", under the column for the
Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT
Telerate Page is 7055 or any successor page, the rate on such Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052 or any
successor page, the rate for the week or the month, as applicable, ended
immediately preceding the week in which the related Interest Determination Date
occurs. If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the interest rate for such Interest
Determination Date will be the rate for the Designated CMT Maturity Index as
published in H.15(519) under the caption "U.S. government securities/Treasury
constant maturities." If such rate is no longer published, or if not published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the interest rate for such Interest
Determination Date will be the rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) 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 (with the concurrence of the Capital Corporation) to be comparable to
the rate formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, then the
interest rate for such Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 P.M.,
New York City time, on such Interest Determination Date, reported by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York, for the most recently issued direct
noncallable fixed rate obligations of the United States ("U.S. Treasury Notes")
with an original maturity of approximately the Designated CMT Maturity Index and
a remaining term to maturity of not less than such Designated CMT Maturity index
minus one year. The three Reference Dealers will be determined by (i) the
selection of five Reference Dealers by the Calculation Agent (after consultation
with the Capital Corporation) and (ii) the elimination of the Reference Dealers
providing the highest (or, in the event of equality, one of highest) and the
lowest (or, in the event of equality, one of the lowest) quotations for such
Interest Determination Date. If the Calculation Agent cannot obtain three such
U.S. Treasury Note quotations, the interest rate for such Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on the Interest Determination Date,
reported by three Reference Dealers in The City of New York, selected in the
manner described above, for U.S. Treasury Notes with an original maturity of the
number of years that is the next highest to the Designated CMT Maturity Index
and a remaining term to maturity closest to the Designated CMT Maturity index
and in an amount of at least $100 million. If only three or four such Reference
Dealers are quoting as described above, then the interest rate will be based on
the arithmetic mean of the offer side prices so obtained from all such Reference
Dealers, without eliminating the Reference Dealers providing the highest and the
lowest of such quotes. If fewer than three such Reference Dealers are quoting as
described above, then the interest rate will be the CMT Rate in effect on such
Interest Determination Date. If two such U.S. Treasury Notes have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the U.S. Treasury Note with the shorter remaining term to maturity will be
used.

"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in the applicable pricing supplement (or any
other page as may replace such page on that service for the purpose of
displaying treasury constant maturities as reported in H.15(519)). If no such
page is so specified, the Designated CMT Telerate Page shall be 7052 for the
most recent week.

"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities specified in the applicable pricing supplement with
respect to which the CMT Rate will be calculated. If no such maturity is so
specified, the Designated CMT Maturity Index shall be 2 years.

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INVERSE FLOATING RATE NOTES

Any Floating Rate Note may be designated in the applicable pricing
supplement as an "Inverse Floating Rate Note", in which event the interest rate
on such Floating Rate Note will be equal to (i) in the case of the period
commencing on the date of issue up to the first Interest Reset Date, a fixed
rate of interest established by the Capital Corporation as described in the
applicable pricing supplement and (ii) in the case of each period commencing on
an Interest Reset Date, a fixed rate of interest specified in the applicable
pricing supplement minus the interest rate determined by reference to the
Floating Interest Rate; PROVIDED, HOWEVER, that the interest rate thereon will
not be less than zero and the interest rate in effect for the ten days
immediately prior to the date of Maturity of such Inverse Floating Rate Note
will be that in effect on the 10th day preceding such date.

Floating Rate/Fixed Rate Notes

The applicable pricing supplement may provide that a Note will be a Floating
Rate Note for a portion of its term and a Fixed Rate Note for a portion of its
term, in which event the interest rate on such Note will be determined as herein
provided as if it were a Floating Rate Note and a Fixed Rate Note hereunder for
each such respective period, all as specified in such applicable pricing
supplement.

Currency Indexed Notes

The Capital Corporation may from time to time offer Indexed Notes, the
principal amount of which payable on the date of Maturity and/or the interest
payable on each Interest Payment Date and on the date of Maturity will be
determined by reference to the rate of exchange between the Specified Currency
and the other Currency specified as the Indexed Currency in the applicable
pricing supplement, or is determined in such other manner as may be specified in
the applicable pricing supplement ("Currency Indexed Notes"). Unless otherwise
specified in the applicable pricing supplement, and subject to the limitations
set forth under "Payment of Principal and Interest" below, holders of Currency
Indexed Notes will be entitled to receive (i) a principal amount exceeding the
amount designated as the face amount (the "Face Amount") of such Currency
Indexed Note and/or an amount of interest at an interest rate exceeding the
stated rate of interest, if, on the date of Maturity or the relevant Interest
Payment Date, the rate at which the Specified Currency can be exchanged for the
Indexed Currency is greater than the rate of such exchange designated as the
Base Exchange Rate, expressed in units of the Indexed Currency per one unit of
the Specified Currency, in the applicable pricing supplement (the "Base Exchange
Rate"), or (ii) a principal amount less than the Face Amount of such Currency
Indexed Note and/or an amount of interest at an interest rate less than the
stated rate of interest if, on the date of Maturity or the relevant Interest
Payment Date, the rate at which the Specified Currency can be exchanged for the
Indexed Currency is less than such Base Exchange Rate, in each case determined
as described below under "Payment of Principal and Interest". Information as to
the relative historical value (which is not necessarily predictive of future
value) of the applicable Specified Currency against the applicable Indexed
Currency, any exchange controls applicable to such Specified Currency or Indexed
Currency and certain tax consequences to holders will be set forth in the
applicable pricing supplement. See "Foreign Currency Considerations" below.

The term "Exchange Rate Day" means any day that is a Business Day in The
City of New York and, if the Specified Currency or Indexed Currency is a
Currency other than the U.S. dollar, in the principal financial center of the
country of such Specified Currency or Indexed Currency.

PAYMENT OF PRINCIPAL AND INTEREST

Interest on a Currency Indexed Note, if indexed, will be payable and
calculated in the manner set forth herein and in the applicable pricing
supplement.

Principal of a Currency Indexed Note, if indexed, will be payable in the
Specified Currency on the date of Maturity in an amount equal to the Face Amount
of the Currency Indexed Note, plus or minus an amount of the Specified Currency
determined by the determination agent specified in the applicable pricing
supplement (the "Determination Agent") by reference to the difference between
the Base Exchange Rate and the rate at which the Specified Currency can be
exchanged for the Indexed Currency as determined on the second Exchange Rate Day
(the "Determination Date") prior to the date of Maturity of such Currency
Indexed Note by the Determination Agent based upon the arithmetic mean of the
open market spot offer

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quotations for the Indexed Currency (spot bid quotations for the Specified
Currency) obtained by the Determination Agent from the Reference Dealers (as
defined below) in The City of New York at 11:00 A.M., New York City time, on the
Determination Date, for an amount of Indexed Currency equal to the Face Amount
of such Currency Indexed Note multiplied by the Base Exchange Rate, in terms of
the Specified Currency for settlement on the date of Maturity (such rate of
exchange, as so determined and expressed in units of the Indexed Currency per
one unit of the Specified Currency, is hereinafter referred to as the "Spot
Rate"). If such quotations from the Reference Dealers are not available on the
Determination Date due to circumstances beyond the control of the Capital
Corporation or the Determination Agent, the Spot Rate will be determined on the
basis of the most recently available quotations from the Reference Dealers. The
principal amount of the Currency Indexed Notes determined by the Determination
Agent to be payable on the date of Maturity will be payable to the holders
thereof in the manner set forth herein and in the applicable pricing supplement.
As used herein, the term "Reference Dealers" shall mean the three banks or firms
specified as such in the applicable pricing supplement or, if any of them shall
be unwilling or unable to provide the requested quotations, such other major
money center bank or banks in The City of New York, selected by the Capital
Corporation, in consultation with the Determination Agent, to act as Reference
Dealer or Dealers in replacement therefor. In the absence of manifest error, the
determination by the Determination Agent of the Spot Rate and the principal
amount of Currency Indexed Notes payable on the date of Maturity thereof will be
final and binding on the Capital Corporation and the holders of such Currency
Indexed Notes.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS
AS TO THE RISKS ENTAILED BY AN INVESTMENT IN CURRENCY INDEXED NOTES. CURRENCY
INDEXED NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE
UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY MATTERS.

Other Indexed Notes and Certain Terms Applicable to All Indexed Notes

The Capital Corporation may from time to time offer Indexed Notes, other
than Currency Indexed Notes, the principal amount (or premium, if any) of which
payable on the date of Maturity and/or the interest on which payable on each
Interest Payment Date and at Maturity will be determined by reference to prices,
changes in prices, or differences between prices, of securities, intangibles,
goods, articles or commodities or by such other objective price, economic or
other measures. The pricing supplement relating to such an Indexed Note will
describe, as applicable, the method by which the amount of interest, premium and
principal payable in respect of such Indexed Note will be determined, certain
special tax consequences to holders of such Notes, certain risks associated with
an investment in such Notes and other information relating to such Notes.

Unless otherwise specified in the applicable pricing supplement, (i) for the
purpose of determining whether holders of the requisite principal amount of Debt
Securities outstanding under the applicable Indenture have made a demand or
given a notice or waiver or taken any other action, the outstanding principal
amount of Indexed Notes will be deemed to be the Face Amount thereof and (ii) in
the event of an acceleration of the maturity of an Indexed Note, the principal
amount payable to the holder of such Note upon acceleration will be the
principal amount determined by reference to the formula by which the principal
amount of such Note would be determined on the Maturity Date thereof, as if the
date of acceleration were the Maturity Date.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS
AS TO THE RISKS ENTAILED BY AN INVESTMENT IN INDEXED NOTES. INDEXED NOTES ARE
NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT
TO FOREIGN CURRENCY TRANSACTIONS, COMMODITY PRICES AND COMMODITY AND FINANCIAL
OR NON-FINANCIAL INDICES.

An investment in Indexed Notes entails significant risks that are not
associated with similar investments in a conventional fixed-rate debt security.
If the interest rate is indexed, the interest payable may be less than that
payable on a conventional fixed-rate debt security issued at the same time,
including the possibility that no interest will be paid, and, if the principal
(or premium, if any) is indexed, the amount of principal (or premium, if any)
payable in respect thereof may be less than the original purchase price (when
allowed

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pursuant to the terms thereof), including the possibility that no such interest
will be paid. The secondary market for Indexed notes, as well as the market
value of such Indexed Notes, will be affected by a number of factors independent
of the creditworthiness of the Capital Corporation. The value of the applicable
index will depend on a number of interrelated factors, including economic,
financial and political events, over which the Capital Corporation has no
control. Additionally, if the formula used to determine the amount of principal
(or premium, if any) and interest payable contains a multiple or leverage
factor, the effect of any change in the applicable index will be magnified. The
historical experience of the relevant indices should not be taken as an
indication of future performance of such indices. In recent years, values of
certain indices have been highly volatile and such volatility may be expected to
continue in the future. Past fluctuations in any particular index are not
necessarily indicative, however, of fluctuations that may occur during the term
of any Indexed Notes. The credit ratings assigned to the Capital Corporation's
medium-term note program are a reflection of the Capital Corporation's credit
status and, in no way, are a reflection of a potential impact of the factors
discussed above, or any other factors, on the market value of the Notes.

Subsequent Interest Periods

The pricing supplement relating to each Note will indicate whether the
Capital Corporation has the option with respect to such Note to reset the
interest rate, in the case of a Fixed Rate Note, or to reset the Spread, Spread
Multiplier or other formula by which the interest rate basis is adjusted
(collectively, the "Floating Rate Formula"), in the case of a Floating Rate
Note, and, if so, the date or dates on which such interest rate or such Floating
Rate Formula, as the case may be, may be reset (each, an "Optional Reset Date").
If the Capital Corporation has such option with respect to any Note, the
following procedures will apply.

The Capital Corporation may exercise such option with respect to a Note by
notifying the applicable Trustee of such exercise at least 45 but not more than
60 days prior to an Optional Reset Date for such Note. Not later than 40 days
prior to such Optional Reset Date, the applicable Trustee will mail to the
holder of such Note a notice (the "Reset Notice") setting forth (i) the election
of the Capital Corporation to reset the interest rate, in the case of a Fixed
Rate Note, or the Floating Rate Formula, in the case of a Floating Rate Note,
(ii) such new interest rate or such new Floating Rate Formula, as the case may
be, and (iii) the provisions, if any, for redemption during the period from such
Optional Reset Date to the next Optional Reset Date or, if there is no such next
Optional Reset Date, to the Maturity Date of such Note (each such period, a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during such Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to an Optional
Reset Date for a Note, the Capital Corporation may, if provided in the
applicable pricing supplement, at its option, revoke the interest rate, in the
case of a Fixed Rate Note, or the Floating Rate Formula, in the case of a
Floating Rate Note, provided for in the Reset Notice and establish a higher
interest rate, in the case of a Fixed Rate Note, or a Floating Rate Formula
providing for higher interest rates, in the case of a Floating Rate Note, for
the Subsequent Interest Period commencing on such Optional Reset Date by causing
the applicable Trustee to transmit notice of such higher interest rate or
Floating Rate Formula, as the case may be, to the holder of such Note. Such
notice will be irrevocable. All Notes with respect to which the interest rate or
Floating Rate Formula is reset on an Optional Reset Date will bear such higher
interest rate, in the case of a Fixed Rate Note, or a Floating Rate Formula
providing for higher interest rates, in the case of a Floating Rate Note.

If the Capital Corporation elects to reset the interest rate of a Fixed Rate
Note or the Floating Rate Formula of a Floating Rate Note, as described above,
the holder of such Note may, if provided for in the applicable pricing
supplement, have the option to elect repayment of such Note by the Capital
Corporation on any Optional Reset Date at a price equal to the principal amount
thereof plus any accrued interest to such Optional Reset Date. In order for a
Note to be so repaid on an Optional Reset Date, the holder thereof must follow
the procedures set forth below under "Repayment and Repurchase" for optional
repayment, except that the period for delivery of such Note or notification to
the applicable Trustee will be at least 25 but not more than 35 days prior to
such Optional Reset Date and except that a holder who has tendered a Note for
repayment pursuant to a Reset Notice may, by written notice to such Trustee,
revoke any such tender for repayment until the close of business on the tenth
day prior to such Optional Reset Date.

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<PAGE>
Extension of Maturity

The pricing supplement relating to each Note will indicate whether the
Capital Corporation has the option to extend the Maturity Date of such Note for
one or more periods (each an "Extension Period") up to, but not beyond, the date
(the "Final Maturity Date") specified in such pricing supplement. If the Capital
Corporation has such option with respect to any Note, the following procedures
will apply.

The Capital Corporation may exercise such option with respect to a Note by
notifying the applicable Trustee of such exercise at least 45 but not more than
60 days prior to the Maturity Date of such Note in effect prior to the exercise
of such option (the "Original Maturity Date"). No later than 40 days prior to
the Original Maturity Date, the applicable Trustee will mail to the holder of
such Note a notice (the "Extension Notice") relating to such Extension Period,
setting forth (i) the election of the Capital Corporation to extend the Original
Maturity Date of such Note, (ii) the new Maturity Date, (iii) in the case of a
Fixed Rate Note, the interest rate applicable to the Extension Period or, in the
case of a Floating Rate Note, the Floating Rate Formula applicable to the
Extension Period, and (iv) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur. Upon
the transmittal by the applicable Trustee of an Extension Notice to the holder
of a Note, the Original Maturity Date of such Note will be extended
automatically, and, except as modified by the Extension Notice and as described
in the next paragraph, such Note will have the same terms as prior to the
transmittal of such Extension Notice.

Notwithstanding the foregoing, not later than 20 days prior to the Original
Maturity Date for a Note, the Capital Corporation may, if provided in the
applicable pricing supplement, at its option, reset the interest rate, in the
case of a Fixed Rate Note, or the Floating Rate Formula, in the case of a
Floating Rate Note, provided for in the Extension Notice and establish a higher
interest rate, in the case of a Fixed Rate Note, or a Floating Rate Formula
providing for higher interest rates, in the case of a Floating Rate Note, for
the Extension Period by causing the applicable Trustee to transmit notice of
such higher interest rate or Floating Rate Formula, as the case may be, to the
holder of such Note. Such notice will be irrevocable. All Notes with respect to
which the Maturity Date is extended will bear such higher interest rate, in the
case of a Fixed Rate Note, or a Floating Rate Formula providing for higher
interest rates, in the case of a Floating Rate Note, for the Extension Period.

If the Capital Corporation elects to extend the Original Maturity Date of a
Note, the holder of such Note may, if provided in the applicable pricing
supplement, have the option to elect repayment of such Note by the Capital
Corporation on the Original Maturity Date at a price equal to the principal
amount thereof plus any accrued interest to such date. In order for a Note to be
so repaid on the Original Maturity Date, the holder thereof must follow the
procedures set forth below under "Repayment and Repurchase" for optional
repayment, except that the period for delivery of such Note or notification to
the applicable Trustee will be at least 25 but not more than 35 days prior to
the Original Maturity Date and except that a holder who has tendered a Note for
repayment pursuant to an Extension Notice may, by written notice to the
applicable Trustee, revoke any such tender for repayment until the close of
business on the tenth day prior to the Original Maturity Date.

Redemption

The pricing supplement relating to each Note will indicate when such Note
will be subject to redemption by the Capital Corporation and, if so, the initial
redemption date applicable to such Note (the "Initial Redemption Date"). If no
Initial Redemption Date is indicated with respect to a Note, such Note will not
be redeemable prior to the Maturity Date. On and after the Initial Redemption
Date with respect to any Note, such Note will be redeemable at any time in whole
or in part in increments of $1,000 (provided that any remaining principal amount
of such Note will not be less than the minimum authorized denomination of such
Note) at the option of the Capital Corporation at a redemption price (the
"Redemption Price") determined in accordance with the following paragraph,
together with interest accrued to the date of redemption, on notice given not
more than 60 nor less than 30 days prior to the date of redemption.

The Redemption Price for each Note subject to redemption shall be (i) in the
case of Notes other than Original Issue Discount Notes, the unpaid principal
amount of such Note or the portion thereof redeemed or (ii) in the case of
Original Issue Discount Notes, an amount equal to the issue price of such
Original Issue

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Discount Note plus accrued original issue discount to the date of redemption,
minus any amounts considered as part of the stated redemption price at Maturity
of such Note previously paid, in either case multiplied by a certain percentage
not less than 100%, which will initially be the percentage (the "Initial
Redemption Percentage") specified in the applicable pricing supplement and which
will decline at each anniversary of the Initial Redemption Date with respect to
such Note by a percentage (the "Annual Redemption Percentage Reduction"), if
any, of the principal amount (or, in the case of Original Issue Discount Notes,
such lesser amount as specified above) to be redeemed until the Redemption Price
is 100% of such amount. The Initial Redemption Percentage and any Annual
Redemption Percentage Reduction with respect to each Note subject to redemption
prior to the Maturity Date will be fixed at the time of sale and specified in
the applicable pricing supplement.

The Notes will not be subject to any sinking fund.

Repayment and Repurchase

The pricing supplement relating to each Note will indicate when such Note
will be subject to repayment at the option of the holders thereof and, if so,
the terms of such repayment option and the optional repayment dates applicable
to such Note (the "Optional Repayment Dates"). If no Optional Repayment Date is
specified with respect to a Note, such Note will not be repayable at the option
of the holder prior to the Maturity Date. On any Optional Repayment Date with
respect to any Note, such Note will be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal amount of such Note
will not be less than the minimum authorized denomination of such Note) at the
option of the holder thereof at a repayment price specified in the applicable
pricing supplement together with interest accrued thereon to the date of
repayment.

In order for a Note to be repaid at the option of the holder, the applicable
Trustee must receive the Note, at least 30 days but not more than 45 days prior
to the repayment date, with the section entitled "Option to Elect Repayment" on
the reverse of the Note duly completed.

With respect to a Global Note, the Depository's nominee that is the
registered holder of such Global Note will be the only entity that can exercise
a right to repayment. In order to ensure the timely exercise of a right to
repayment, the owner of a beneficial interest in a Global Note must instruct the
broker or other direct or indirect participant through which it owns its
interest in such Global Note to notify the Depository of its desire to exercise
such right. Each beneficial owner should consult the broker or other direct or
indirect participant through which it owns its interest in a Global Note in
order to ascertain the deadline by which such an instruction must be given in
order for timely notice to be delivered by the applicable broker or participant
to the Depository.

The Capital Corporation may purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Capital Corporation may, at the
discretion of the Capital Corporation, be held, resold or surrendered to the
applicable Trustee for cancellation.

SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES

General

Unless otherwise specified in the applicable pricing supplement, the
principal of (and premium, if any) and interest, if any, on Foreign Currency
Notes will be paid in U.S. dollars (converted from such Specified Currency in
the manner described in the next paragraph) unless such holder elects to be paid
in such Specified Currency.

Unless otherwise specified in the applicable pricing supplement, the amount
of U.S. dollar payments to be received by a holder of a Foreign Currency Note
will be based on the bid quotation in The City of New York at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date by the Exchange Rate Agent for the purchase by the
Exchange Rate Agent of the Specified Currency for U.S. dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable to
all holders of Foreign Currency Notes scheduled to receive U.S. dollar payments
and at which the Exchange Rate Agent commits to execute a contract. If such bid
quotation is not available, payments will be made in the Specified Currency.

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Unless otherwise specified in the applicable pricing supplement, a holder of
Foreign Currency Notes may elect to receive payment of principal of (and
premium, if any) and interest, if any, on the Foreign Currency Notes in the
Specified Currency (subject to certain conditions, see "Foreign Currency
Considerations -- Payment Currency" below) by transmitting a written request for
such payment in the case of the Senior Notes, to the corporate trust office of
the Trustee in The City of New York and, in the case of the Subordinated Notes,
to the corporate trust office of the Trustee in the City of Chicago or an office
or agency of the Trustee in The City of New York on or prior to the Regular
Record Date or at least 16 days prior to the date of Maturity, as the case may
be. Such request may be in writing (mailed or hand delivered) or by cable, telex
or other form of facsimile transmission. A holder of a Foreign Currency Note may
elect to receive payment in the Specified Currency for all principal (and
premium, if any) and interest, if any, payments and need not file a separate
election for each payment. Such election will remain in effect until revoked by
written notice to the applicable Trustee, but written notice of any such
revocation must be received by such Trustee on or prior to the Regular Record
Date or at least 16 days prior to the date of Maturity, as the case may be.
Holders of Foreign Currency Notes whose Notes are to be held in the name of a
broker or nominee should contact such broker or nominee to determine whether and
how an election to receive payments in the Specified Currency may be made.

All currency exchange costs will be borne by the Capital Corporation unless
a holder of a Note has made the election to receive payments in the Specified
Currency referred to in the preceding paragraph. In that case, such holder shall
bear its pro rata portion of currency exchange costs, if any, by deductions from
payments otherwise due to such holder.

Principal of (and premium, if any) and interest, if any, on Foreign Currency
Notes paid in U.S. dollars will be paid in the manner specified above for Notes
denominated in U.S. dollars. Interest on Foreign Currency Notes paid in the
Specified Currency, other than interest payable at Maturity, will be paid by the
applicable Trustee on the relevant Interest Payment Date to the holders thereof
by transfer of immediately available funds to an account at a bank designated by
such holders, but only if such bank has the appropriate facilities therefor.
Unless otherwise specified in the applicable pricing supplement, the principal
of (and premium, if any) on Foreign Currency Notes paid in the Specified
Currency, together with interest accrued and unpaid thereon, due at Maturity
will be paid in immediately available funds upon surrender of such Notes in the
case of the Senior Notes, at the corporate trust office of the Trustee in The
City of New York. and, in the case of the Subordinated Notes, at the corporate
trust office of the Trustee in the City of Chicago or an office or agency of the
Trustee in The City of New York.

The pricing supplement relating to a Note denominated or payable in a
Specified Currency other than U.S. dollars will set forth specific information
relating to such Specified Currency, including a description of such Currency,
historical exchange rates and any exchange controls relating thereto and, in the
case of a composite Currency, a description of provisions for payment in the
event such composite Currency is no longer used for the purposes for which it
was established. See "Foreign Currency Considerations" below.

IMPORTANT CURRENCY EXCHANGE INFORMATION

Payment for Notes

Purchasers are required to pay for Notes in the Specified Currency.
Currently, there are limited facilities in the United States for conversion of
U.S. dollars into foreign currencies and VICE VERSA and banks do not generally
offer non-U.S. dollar checking or savings account facilities in the United
States. However, if requested by a prospective purchaser of Notes denominated in
a Currency other than U.S. dollars, the Agent soliciting the offer to purchase
will arrange for the conversion of U.S. dollars into such Specified Currency to
enable the purchaser to pay for such Notes. Such request must be made on or
before the fifth Business Day preceding the date of delivery of the Notes, or by
such other date as is determined by the Agent that presents such offer to the
Capital Corporation. Each such conversion will be made by the relevant Agent on
such terms and subject to such conditions, limitations and charges as such Agent
may from time to time establish in accordance with its regular foreign exchange
practice. All costs of exchange will be borne by the purchasers of the Notes.

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Governing Law and Judgments

The Indentures and the Notes will be governed by, and construed in
accordance with, the laws of the State of New York. An action based upon an
obligation payable in a currency other than U.S. dollars can be brought in
courts in the United States. However, courts in the United States have not
customarily rendered judgments for money damages denominated in any currency
other than U.S. dollars. In addition, it is not clear, whether in granting such
judgment, the rate of conversion would be determined with reference to the date
of default, the date judgment is rendered or such other date. The Judiciary Law
of the State of New York provides, however, that an action based upon an
obligation payable in a currency other than U.S. dollars will be rendered in the
foreign currency of the underlying obligation and converted into U.S. dollars at
a rate of exchange prevailing on the date of the entry of the judgment or
decree. In such cases, holders of Foreign Currency Notes would bear the risk of
exchange rate fluctuations between the time the amount of judgment is calculated
and the time the Specified Currency was converted into U.S. dollars and paid to
such holders.

FOREIGN CURRENCY CONSIDERATIONS

Exchange Rates and Exchange Controls

An investment in Foreign Currency Notes and Currency Indexed Notes entails
significant risks that are not associated with investments in debt instruments
denominated in U.S. dollars. Such risks include, without limitation, the
possibility of significant changes in the rate of exchange between the U.S.
dollar and the Specified Currency or Indexed Currency and the rate of exchange
between the Specified Currency in which a Currency Indexed Note is denominated
and the Indexed Currency and the possibility of the imposition or modification
of foreign exchange controls by either the United States or foreign governments,
which risks generally depend on economic and political events over which the
Capital Corporation has no control. In recent years, rates of exchange between
the U.S. dollar and certain foreign currencies have been volatile and such
volatility may continue in the future. Past fluctuations in any particular
exchange rate are not necessarily indicative, however, of fluctuations in the
rate that may occur during the term of any Foreign Currency Note or Currency
Indexed Note. Fluctuations in exchange rates against the U.S. dollar could
result in a decrease in the U.S. dollar-equivalent yield of Foreign Currency
Notes or Currency Indexed Notes, in the U.S. dollar-equivalent value of the
principal repayable at Maturity of such Notes and, generally, in the U.S.
dollar-equivalent market value of such Notes. The currency risks with respect to
Foreign Currency Notes or Currency Indexed Notes may be further described in the
applicable pricing supplement.

Foreign exchange rates can either float or be fixed by sovereign
governments. Exchange rates of most economically developed nations are permitted
to fluctuate in value relative to the U.S. dollar. Governments, however, often
do not voluntarily allow their currencies to float freely in response to
economic forces. Instead, governments use a variety of techniques, such as
intervention by that country's central bank, or the imposition of regulatory
controls or taxes, to affect the exchange rate of their currencies. Governments
may also issue a new currency to replace an existing currency or alter the
exchange rate or relative exchange characteristics by the devaluation or
revaluation of a currency. Thus, a special risk in purchasing Foreign Currency
Notes or Currency Indexed Notes is that their U.S. dollar-equivalent yields
could be affected by governmental actions that could change or interfere with
theretofore freely determined currency valuation, fluctuations in response to
other market forces and the movement of currencies across borders. There will be
no adjustment or change in the terms of the Foreign Currency Notes or Currency
Indexed Notes in the event that exchange rates should become fixed, or in the
event of any devaluation or revaluation or imposition of exchange or other
regulatory controls or taxes, or in the event of other developments, affecting
the U.S. dollar or any applicable Currency.

Unless otherwise specified in the applicable pricing supplement, Notes
denominated in a Specified Currency other than U.S. dollars will not be sold in,
or to residents of, the country of such Specified Currency in which such Notes
are denominated. The information set forth in this prospectus supplement is
directed to prospective purchasers who are residents of the United States and is
not directed at persons who are residents of countries other than the United
States. Persons who are not residents of the United States should consult their
own legal advisors with regard to such matters.

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AS INDICATED ABOVE, AN INVESTMENT IN FOREIGN CURRENCY NOTES OR CURRENCY
INDEXED NOTES INVOLVES SUBSTANTIAL RISKS, AND THE EXTENT AND NATURE OF SUCH
RISKS CHANGE CONTINUOUSLY. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN
FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED IN AN INVESTMENT IN
FOREIGN CURRENCY NOTES OR CURRENCY INDEXED NOTES. SUCH NOTES ARE NOT AN
APPROPRIATE INVESTMENT FOR PROSPECTIVE PURCHASERS WHO ARE UNSOPHISTICATED WITH
RESPECT TO FOREIGN CURRENCY MATTERS.

Payment Currency

Except as set forth below, if an applicable Specified Currency other than
U.S. dollars is not available for the payment of principal (or premium, if any)
or interest, if any, with respect to Foreign Currency Notes or Currency Indexed
Notes, as the case may be, due to the imposition of exchange controls or other
circumstances beyond the control of the Capital Corporation, or is no longer
used by the government of the country issuing such Currency or for the
settlement of transactions by public institutions of or within the international
banking community, the Capital Corporation will be entitled to satisfy its
obligations to holders of such Notes by making such payment in U.S. dollars on
the basis of the Market Exchange Rate on the second Business Day prior to such
payment or, if such Market Exchange Rate is then not available, on the basis of
the most recently available Market Exchange Rate or as otherwise indicated in an
applicable pricing supplement. The "Market Exchange Rate" will be the noon
buying rate in The City of New York for cable transfers of such Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York.

If payment on a Foreign Currency Note or Currency Indexed Note is required
to be made in ECU and ECU is unavailable due to the imposition of exchange
controls or other circumstances beyond the control of the Capital Corporation,
or ECU is no longer used in the European Monetary System, all payments due on
that due date with respect to such Notes shall be made in U.S. dollars. The
amount so payable on any date in ECU will be converted into U.S. dollars at a
rate determined by the Exchange Rate Agent as of the second Business Day prior
to the date on which such payment is due on the following basis. The component
currencies of the ECU for this purpose (the "Components") will be the currency
amounts which were components of the ECU as of the last date on which the ECU
was used in the European Monetary System. The equivalent of the ECU in U.S.
dollars will be calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the Components will be
determined by the Exchange Rate Agent on the basis of the most recently
available Market Exchange Rate, or as otherwise specified in the applicable
pricing supplement.

If the official unit of any component currency of the ECU is altered by way
of combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion. If two or more
component currencies are consolidated into a single currency, the amounts of
those currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any component currency is
divided into two or more currencies, the amount of that currency as a Component
will be replaced by amounts of such two or more currencies, each of which shall
have a value on the date of division equal to the amount of the former component
currency divided by the number of currencies into which that currency was
divided.

All determinations referred to above made by the Exchange Rate Agent will be
at its sole discretion (except to the extent expressly provided that any
determination is subject to approval by the Capital
Corporation) and, in the absence of manifest error, will be conclusive for all
purposes and binding on holders of the Foreign Currency Notes and Currency
Indexed Notes, as the case may be, and the Exchange Rate Agent will have no
liability therefor.

Any payment made in U.S. dollars under the circumstances described above
where the required payment is in a Currency other than U.S. dollars will not
constitute a default under either Indenture.

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UNITED STATES TAXATION

In the opinion of Shearman & Sterling, special tax counsel to the Capital
Corporation, the following summary accurately describes the material United
States federal income tax consequences of the purchase, ownership, and
disposition of a Note. Such opinion is based on the Internal Revenue Code of
1986, as amended (the "Code"), Treasury Regulations (including proposed
Regulations and temporary Regulations) promulgated thereunder, rulings, official
pronouncements and judicial decisions, all as in effect on the date of this
prospectus supplement and all of which are subject to change, possibly with
retroactive effect, or to different interpretations. This summary provides
general information only and does not purport to address all of the federal
income tax consequences that may be applicable to a holder of a Note. It does
not address all of the tax consequences that may be relevant to certain types of
holders subject to special treatment under the federal income tax law, such as
individual retirement and other tax-deferred accounts, dealers in securities or
currencies, life insurance companies, tax-exempt organizations, persons holding
Notes as a hedge or hedged against currency risk, as a position in a straddle
for tax purposes, as part of a "synthetic security" or other integrated
investment comprised of a Note and one or more other investments or United
States persons (as defined below) whose functional currency is other than the
U.S. dollar. It also does not discuss the tax consequences to subsequent
purchasers of Notes and is limited to investors who hold Notes as a capital
asset. The federal income tax consequences of purchasing, holding or disposing
of a particular Note will depend, in part, on the particular terms of such Note
as set forth in the applicable pricing supplement. The federal income tax
consequences of purchasing, holding or disposing of certain Floating Rate Notes,
Foreign Currency Notes (other than Single Foreign Currency Notes, as defined
below), Amortizing Notes, Floating Rate/Fixed Rate Notes, Inverse Floating Rate
Notes, Currency Indexed Notes or any other Indexed Notes will be set out in the
applicable pricing supplement. Persons considering the purchase of Notes and
making any election under the Code or the Treasury Regulations with respect to
such Notes should consult their own tax advisors concerning the application of
the United States federal income tax law to their particular situations as well
as any tax consequences arising under the law of any state, local or foreign tax
jurisdiction.

"Single Foreign Currency Note" shall mean a Note on which all payments a
holder is entitled to receive are denominated in or determined by reference to
the value of a single Foreign Currency. "Foreign Currency" shall mean a currency
or currency unit, other than a hyperinflationary currency or the U.S. dollar.

United States Persons

For purposes of the following discussion, "United States person" means an
individual who is a citizen or resident of the United States, an estate or trust
subject to United States federal income taxation without regard to the the
source of its income, or a corporation, partnership or other entity created or
organized in or under the law of the United States or any state or the District
of Columbia. The following discussion pertains only to a holder of a Note who is
a beneficial owner of such Note and who is a "United States person".

PAYMENTS OF INTEREST ON NOTES THAT ARE NOT DISCOUNT NOTES

Except as discussed below under "Discount Notes" and "Short-Term Notes",
payments of interest on a Note will be taxable to a holder as ordinary interest
income at the time it is accrued or received in accordance with the holder's
method of tax accounting. If the payment is denominated in or determined with
reference to a single Foreign Currency, the amount required to be included in
income by a cash basis holder will be the U.S. dollar value of the amount paid
(determined on the basis of the "spot rate" on the date such payment is
received) regardless of whether the payment is in fact converted into U.S.
dollars. No exchange gain or loss will be recognized with respect to the receipt
of such payment.

Except in the case of a Spot Rate Convention Election (as defined below), a
holder of a Single Foreign Currency Note who is required to accrue interest
income prior to receipt will be required to include in income for each taxable
year the U.S. dollar value of the interest that has accrued during such year,
determined by translating such interest at the average rate of exchange for the
period or periods during which such interest has accrued. The average rate of
exchange for an interest accrual period (or partial period) is the simple
average of the spot exchange rates for each business day of such period (or such
other average that is reasonably derived and consistently applied by the
holder). Upon receipt of an interest payment, such holder will recognize
ordinary gain or loss in an amount equal to the difference between the

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U.S. dollar value of the Foreign Currency received (determined on the basis of
the "spot rate" on the date such payment is received) or, in the case of
interest received in U.S. dollars rather than in Foreign Currency, the amount so
received and the U.S. dollar value of the interest income that such holder has
previously included in income with respect to such payment. Any such gain or
loss generally will not be treated as interest income or expense, except to the
extent provided by administrative pronouncements of the Internal Revenue Service
(the "Service").

A holder may elect (a "Spot Rate Convention Election") to translate accrued
interest into U.S. dollars at the "spot rate" on the last day of an accrual
period for the interest, or, in the case of an accrual period that spans two
taxable years, at the "spot rate" on the last day of the taxable year.
Additionally, if a payment of interest is received within five business days of
the last day of the accrual period, an electing holder may instead translate
such accrued interest into U.S. dollars at the "spot rate" on the day of
receipt.

For purposes of this discussion, the "spot rate" generally means a rate that
reflects a fair market rate of exchange available to the public for currency
under a "spot contract" in a free market and involving representative amounts. A
"spot contract" is a contract to buy or sell a currency on or before two
business days following the date of the execution of the contract. If such a
spot rate cannot be demonstrated, the Service has the authority to determine the
spot rate.

PURCHASE, SALE, EXCHANGE OR RETIREMENT OF NOTES

A holder's tax basis in a Note generally will be the U.S. dollar cost of the
Note to such holder (which in the case of a Note purchased with Foreign Currency
will be determined by translating the purchase price at the spot rate on the
date of purchase), increased by any original issue discount, market discount or
acquisition discount (all as defined below) previously included in the holder's
gross income (as described below), and reduced by any amortized premium (as
described below) and any principal payments and payments of stated interest that
are not payments of fixed periodic interest (as defined below).

Upon the sale, exchange or retirement of a Note, a holder generally will
recognize gain or loss equal to the difference between the amount realized on
the sale, exchange or retirement (or the U.S. dollar value at the spot rate on
the date of the sale, exchange or retirement of the amount realized in Foreign
Currency), except to the extent such amount is attributable to accrued interest,
and the holder's tax basis in the Note. Except with respect to (i) gains or
losses attributable to changes in exchange rates (as described in the next
paragraph), (ii) gain attributable to market discount (as described below) and
(iii) gain on the disposition of a Short-Term Note (as described below), gain or
loss so recognized will be capital gain or loss and will be long-term capital
gain or loss, if, at the time of the sale, exchange or retirement, the Note was
held for more than one year. Under current law, long-term capital gains of
individuals are, under certain circumstances, taxed at lower rates than items of
ordinary income.

Gain or loss recognized by a holder on the sale, exchange or retirement of a
Single Foreign Currency Note that is attributable to changes in exchange rates
will be treated as ordinary income or loss and generally will not be treated as
interest income or expense except to the extent provided by administrative
pronouncements of the Service. Gain or loss attributable to changes in exchange
rates is recognized on the sale, exchange or retirement of a Single Foreign
Currency Note only to the extent of the total gain or loss recognized on such
sale, exchange or retirement.

EXCHANGE OF FOREIGN CURRENCY

A holder's tax basis in Foreign Currency purchased by the holder generally
will be the U.S. dollar value thereof at the spot rate on the date such Foreign
Currency is purchased. A holder's tax basis in Foreign Currency received as
interest on, or on the sale, exchange or retirement of, a Single Foreign
Currency Note will be the U.S. dollar value thereof at the spot rate at the time
such Foreign Currency is received. The amount of gain or loss recognized by a
holder on a sale, exchange or other disposition of Foreign Currency will be
equal to the difference between (i) the amount of U.S. dollars, the U.S. dollar
value at the spot rate of the Foreign Currency, or the fair market value in U.S.
dollars of the property received by the holder in the sale, exchange or other
disposition, and (ii) the holder's tax basis in the Foreign Currency.

Accordingly, a holder that purchases a Note with Foreign Currency will
recognize gain or loss in an amount equal to the difference, if any, between
such holder's tax basis in the Foreign Currency and the U.S.

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dollar value at the spot rate of the Foreign Currency on the date of purchase.
Generally, any such gain or loss will be ordinary income or loss and will not be
treated as interest income or expense, except to the extent provided by
administrative pronouncements of the Service.

SUBSEQUENT INTEREST PERIODS AND EXTENSION OF MATURITY

If so specified in the pricing supplement relating to a Note, the Capital
Corporation may have the option (a) to reset the interest rate, in the case of a
Fixed Rate Note, or to reset the Spread, the Spread Multiplier or other formula
by which the interest rate basis is adjusted, in the case of a Floating Rate
Note, and/or (b) to extend the Maturity of such Note. See "Description of Notes
- -- Subsequent Interest Periods" and "Description of Notes -- Extension of
Maturity". The treatment of a holder of Notes with respect to which such an
option has been exercised who does not elect to have the Capital Corporation
repay such Notes on the applicable Optional Reset Date or Original Maturity Date
will depend on the terms established for such Notes by the Capital Corporation
pursuant to the exercise of such option (the "revised terms"). Depending on the
particular circumstances, such holder may be treated as having surrendered such
Notes for new Notes with the revised terms in either a taxable exchange or a
recapitalization qualifying for nonrecognition of gain or loss.

DISCOUNT NOTES

The following summary is a general description of U.S. federal income tax
consequences to holders of Notes issued with original issue discount ("Discount
Notes") and is based on the provisions of the Code as in effect on the date
hereof and on certain Treasury Regulations promulgated thereunder relating to
original issue discount (the "OID Regulations").

For U.S. federal income tax purposes, original issue discount is the excess
of the stated redemption price at maturity of each Discount Note over its issue
price, if such excess is greater than or equal to a DE MINIMIS amount (generally
1/4 of 1% of the Discount Note's stated redemption price at maturity multiplied
by the number of complete years to maturity from the issue date). The issue
price of an issue of Discount Notes that are issued for cash will be equal to
the first price at which a substantial amount of such Notes are sold to the
public. The stated redemption price at maturity of a Discount Note is the sum of
all payments provided by the Discount Note other than payments of "qualified
stated interest". Under the OID Regulations, "qualified stated interest"
includes stated interest that is unconditionally payable in cash or property
(other than debt instruments of the issuer) at least annually at a single fixed
rate or at current values of (i) a single qualified floating rate, or (ii) a
single objective rate. A "qualified floating rate" is any floating rate where
variations in such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds (E.G., LIBOR). An "objective
rate" is a rate that is not itself a qualified floating rate but which is
determined using a single fixed formula and that is based on objective financial
or economic information. A rate will not qualify as an objective rate if it is
based on information that is within the control of the issuer (or a related
party) or that is unique to the circumstances of the issuer (or a related
party), such as dividends, profits, or the value of the issuer's stock (although
a rate does not fail to be an objective rate merely because it is based on the
credit quality of the issuer). Interest is payable at a single fixed rate only
if the rate appropriately takes into account the length of the interval between
payments. Except as described below with respect to Short-Term Notes, a holder
of a Discount Note will be required to include original issue discount in
taxable income as it accrues before the receipt of cash attributable to such
income, regardless of such holder's method of accounting for tax purposes.

Special rules may apply where variable rate debt instruments are subject to
interest rate caps, floors or certain other interest rate adjustment features.

The amount of original issue discount includible in taxable income by the
initial holder of a Discount Note is the sum of the daily portions of original
issue discount with respect to such Note for each day during the taxable year on
which such holder held such Note ("accrued original issue discount"). Generally,
the daily portion of the original issue discount is determined by allocating to
each day in any "accrual period" a ratable portion of the original issue
discount allocable to such accrual period. Under the OID Regulations, the
"accrual periods" for a Discount Note may be selected by each holder, may be of
any length, and may vary in length over the term of a Discount Note, provided
that each accrual period is no longer than one year and each scheduled payment
of principal or interest occurs either on the first day or final day of an
accrual

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period. The amount of original issue discount allocable to each accrual period
is equal to the excess (if any) of (a) the product of a Discount Note's adjusted
issue price at the beginning of such accrual period and its yield to maturity
(determined on the basis of compounding at the close of each accrual period and
adjusted for the length of such accrual period) over (b) the amount of qualified
stated interest, if any, payable on such Discount Note and allocable to such
accrual period. The "adjusted issue price" of a Discount Note at the beginning
of any accrual period generally is the sum of the issue price of a Discount Note
plus the accrued original issue discount allocable for all prior accrual periods
reduced by any prior payment on the Discount Note other than a payment of
qualified stated interest. Under these rules, a holder of a Discount Note
generally will have to include in taxable income increasingly greater amounts of
original issue discount in successive accrual periods.

Original issue discount on a Discount Note that is also a Single Foreign
Currency Note will be determined for any accrual period in the applicable
Foreign Currency and then translated into U.S. dollars in the same manner as
interest income accrued by a holder on the accrual basis, including the
application of a Spot Rate Convention Election. See "Payments of Interest on
Notes that are not Discount Notes". Likewise, upon receipt of payment
attributable to original issue discount (whether in connection with a payment of
interest or the sale, exchange or retirement of a Discount Note), a holder will
recognize exchange gain or loss to the extent of the difference between such
holder's basis in the accrued original issue discount (determined in the same
manner as for accrued interest) and the U.S. dollar value of such payment
(determined by translating any Foreign Currency received at the spot rate on the
date of payment). Generally, any such exchange gain or loss will be ordinary
income or loss and will not be treated as interest income or expense, except to
the extent provided in administrative pronouncements of the Service. For this
purpose, all payments on a Note will be viewed first as the payment of qualified
stated interest (determined under the original issue discount rules), second as
payments of previously accrued original issue discount (to the extent thereof),
with payments considered made for the earliest accrual periods first, and
thereafter as the payment of principal.

If a holder's tax basis in a Discount Note immediately after purchase
exceeds the adjusted issue price of the Discount Note (the amount of such excess
is considered "acquisition premium") but is not greater than the stated
redemption price at maturity of such Discount Note, the amount includible in
income in each taxable year as original issue discount is reduced (but not below
zero) by that portion of the excess properly allocable to such year.

If a holder purchases a Discount Note for an amount in excess of the stated
redemption price at maturity, the holder does not include any original issue
discount in income and generally may be subject to the "bond premium" rules
discussed below. See "Amortizable Bond Premium". If a holder has a tax basis in
a Discount Note that is less than the adjusted issue price of such Discount
Note, the difference will be subject to the market discount provisions discussed
below. See "Market Discount".

Under the OID Regulations, a holder of a Note may elect to include in gross
income all interest that accrues on such Note using the constant yield method.
For this purpose, interest includes stated interest, acquisition discount,
original issue discount, DE MINIMIS original issue discount, market discount, DE
MINIMIS market discount, and unstated interest, as adjusted by any amortizable
bond premium or acquisition premium. Special rules apply to elections made with
respect to Notes issued with amortizable bond premium or market discount. Once
made with respect to a Note, the election cannot be revoked without the consent
of the Service. A holder considering an election under these rules should
consult a tax advisor.

MARKET DISCOUNT

If a holder purchases a Note (other than a Discount Note) for an amount that
is less than its issue price or, in the case of a subsequent purchaser, its
stated redemption price at maturity, or purchases a Discount Note for less than
its "revised issue price" (as defined under the Code) as of the purchase date,
the amount of the difference will be treated as "market discount" unless such
difference is less than a specified DE MINIMIS amount. Under the market discount
rules of the Code, a holder will be required to treat any partial principal
payment (or, in the case of a Discount Note, any payment that does not
constitute fixed periodic interest) on, or any gain realized on the sale,
exchange or retirement of, a Note as ordinary income to the extent of the market
discount which has not previously been included in income and is treated as
having

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accrued on such Note at the time of such payment or disposition. Further, a
disposition of a Note by gift (and in certain other circumstances) could result
in the recognition of market discount income, computed as if such Note had been
sold at its then fair market value. In addition, a holder who purchases a Note
with market discount may be required to defer the deduction of all or a portion
of the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry such Note until the maturity of the Note or its earlier
disposition in a taxable transaction.

Market discount is considered to accrue ratably during the period from the
date of acquisition to the maturity date of a Note, unless the holder elects to
accrue market discount under the rules applicable to original issue discount. A
holder may elect to include market discount in income currently as it accrues,
in which case the rules described above regarding the deferral of interest
deductions will not apply.

With respect to a Single Foreign Currency Note, market discount is
determined in the applicable Foreign Currency. In the case of a holder who does
not elect current inclusion, accrued market discount is translated into U.S.
dollars at the spot rate on the date of disposition. No part of such accrued
market discount is treated as exchange gain or loss. In the case of a holder who
elects current inclusion, the amount currently includible in income for a
taxable year is the U.S. dollar value of the market discount that has accrued
during such year, determined by translating such market discount at the average
rate of exchange for the period or periods during which it accrued. Such an
electing holder will recognize exchange gain or loss with respect to accrued
market discount under the same rules as apply to accrued interest on a Single
Foreign Currency Note received by a holder on the accrual basis. See "Payments
of Interest on Notes that are not Discount Notes".

AMORTIZABLE BOND PREMIUM

Generally, if a holder's tax basis in a Note held as a capital asset exceeds
the stated redemption price at maturity of such Note, such excess may constitute
amortizable bond premium that the holder may elect to amortize under the
constant interest rate method over the period from his acquisition date to the
Note's maturity date. Under certain circumstances, amortizable bond premium may
be determined by reference to an early call date. Special rules apply with
respect to Single Foreign Currency Notes.

SHORT-TERM NOTES

In general, an individual or other cash method holder of a Note that matures
one year or less from the date of its issuance (a "Short-Term Note") is not
required to accrue original issue discount on such Note unless it has elected to
do so. Holders who report income for federal income tax purposes under the
accrual method, however, and certain other holders, including banks, dealers in
securities and electing holders, are required to accrue original issue discount
(unless the holder elects to accrue "acquisition discount" in lieu of original
issue discount) on such Note. "Acquisition discount" is the excess of the
remaining stated redemption price at maturity of the Short-Term Note over the
holder's tax basis in the Short-Term Note at the time of the acquisition. In the
case of a holder who is not required and does not elect to accrue original issue
discount on a Short-Term Note, any gain realized on the sale, exchange or
retirement of such Short-Term Note will be ordinary income to the extent of the
original issue discount accrued through the date of sale, exchange or
retirement. Such a holder will be required to defer, until such Short-Term Note
is sold or otherwise disposed of, the deduction of a portion of the interest
expense on any indebtedness incurred or continued to purchase or carry such
Short-Term Note. Original issue discount or acquisition discount on a Short-Term
Note accrues on a straight-line basis unless an election is made to use the
constant yield method (based on daily compounding).

In the case of a Short-Term Note that is also a Single Foreign Currency
Note, the amount of original issue discount or acquisition discount subject to
current accrual and the amount of any exchange gain or loss on a sale, exchange
or retirement are determined under the same rules that apply to accrued interest
on a Single Foreign Currency Note held by a holder on the accrual basis. See
"Payments of Interest on Notes that are not Discount Notes".

The market discount rules will not apply to a Short-Term Note having market
discount.

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Non-United States Persons

Subject to the discussion of backup withholding below, payments of
principal, premium, if any, and interest (including original issue discount) by
the Capital Corporation or its agent (in its capacity as such) to any holder who
is a beneficial owner of a Note but is not a United States person will not be
subject to United States federal withholding tax provided, in the case of
premium, if any, and interest (including original issue discount) that (i) such
holder does not actually or constructively own 10% of more of the total combined
voting power of all classes of stock of the Capital Corporation entitled to
vote, (ii) such holder is not a controlled foreign corporation for United States
tax purposes that is related to the Capital Corporation through stock ownership,
and (iii) either (A) the beneficial owner of the Note certifies to the Capital
Corporation or its agent, under penalties of perjury, that he is not a United
States person and provides his name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "financial
institution") certifies to the Capital Corporation or its agent, under penalties
of perjury, that the certification described in clause (A) hereof has been
received from the beneficial owner by it or by another financial institution
acting for the beneficial owner.

If a holder of a Note who is not a United States person is engaged in a
trade or business in the United States and premium, if any, or interest
(including original issue discount) on the Note is effectively connected with
the conduct of such trade or business, such holder, although exempt from United
States withholding tax as discussed in the preceding paragraph (or by reason of
the delivery of a properly completed Form 4224), will be subject to United
States federal income tax on such premium, if any, and interest (including
original issue discount) in the same manner as if it were a United States
person.

Subject to the discussion of "backup" withholding below, any capital gain
realized upon the sale, exchange or retirement of a Note by a holder who is not
a United States person will not be subject to United States federal income or
withholding taxes unless (i) such gain is effectively connected with a United
States trade or business of the holder, or (ii) in the case of an individual,
such holder is present in the United States for 183 days or more in the taxable
year of the retirement or disposition and certain other conditions are met.

Notes held by an individual who is neither a citizen nor a resident of the
United States for United States federal income tax purposes at the time of such
individual's death will not be subject to United States federal estate tax,
provided that the income from the Notes was not or would not have been
effectively connected with a United States trade or business of such individual
and that such individual qualified for the exemption from United States federal
withholding tax (without regard to the certification requirements) that is
described above.

Backup Withholding and Information Reporting

The "backup" withholding and information reporting requirements may apply to
certain payments of principal, premium, if any, and interest (including original
issue discount) on a Note and to certain payments of proceeds of the sale or
retirement of a Note. The Capital Corporation, its agent, a broker, the Trustee
or any paying agent, as the case may be, will be required to withhold tax from
any payment that is subject to backup withholding at a rate of 31% of such
payment if the holder fails to furnish his taxpayer identification number
(social security number or employer identification number), to certify that such
holder is not subject to backup withholding, or to otherwise comply with the
applicable requirements of the backup withholding rules. Certain holders
(including, among others, all corporations) are not subject to the backup
withholding and reporting requirements.

Under current Treasury Regulations, backup withholding and information
reporting will not apply to payments made by the Capital Corporation or any
agent thereof (in its capacity as such) to a holder of a Note who has provided
the required certification under penalties of perjury that it is not a United
States person as set forth in clause (iii) in the first paragraph under
"Non-United States Persons" or has otherwise established an exemption (provided
that neither the Capital Corporation nor such agent has actual knowledge that
the holder is a United States person or that the conditions of any other
exemption are not in fact satisfied).

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Any amounts withheld under the backup withholding rules from a payment to a
holder may be claimed as a credit against such holder's United States federal
income tax liability.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR
SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS
AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

PLAN OF DISTRIBUTION

The Notes are offered on a continuing basis by the Capital Corporation
through the Agents, who have agreed to use their best efforts to solicit
purchases of the Notes. The Capital Corporation may also sell Notes directly to
investors on its own behalf or to an Agent as principal. Unless otherwise agreed
by the Capital Corporation and the Agents, the Capital Corporation will have the
sole right to accept offers to purchase Notes and may reject any proposed
purchase of such Notes in whole or in part. Each Agent will have the right, in
its discretion reasonably exercised, to reject any proposed purchase of Notes
through it as Agent in whole or in part. The Capital Corporation will pay each
Agent a commission, in the form of a discount or otherwise, ranging from .125%
to .675% of the price to the public of any Senior Notes sold through such Agent,
depending on the maturity of such Senior Notes. The schedule of commissions
payable in connection with sales of Senior Notes will also apply to sales of
Subordinated Notes unless otherwise agreed to by the Capital Corporation and the
Agents.

In addition, the Agents may offer the Notes they have purchased as principal
to other brokers or dealers. The Agents may sell Notes to any broker or dealer
at a discount and, unless otherwise specified in the applicable pricing
supplement, such discount allowed to any broker or dealer will not be in excess
of 66 2/3% of the discount to be received by such Agent from the Capital
Corporation. Unless otherwise indicated in the applicable pricing supplement,
any Note sold to an Agent as principal will be purchased by such Agent at a
price equal to 100% of the principal amount thereof less a percentage equal to
the commission applicable to an agency sale of a Note of identical maturity and
rank, and may be resold by such Agent to investors and other purchasers at
varying prices relating to prevailing market prices at the time of resale as
determined by such Agent or, if so specified in the applicable pricing
supplement, for resale at a fixed public offering price. After the initial
public offering of Notes to be resold to investors and other purchasers, the
public offering price (in the case of Notes to be resold on a fixed public
offering price basis), the concession and the reallowance may be changed.

Unless otherwise specified in the applicable pricing supplement, payment of
the purchase price of the Notes acquired through the Agents acting as agents is
required to be made in funds immediately available in The City of New York.

The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). The Capital
Corporation has agreed to indemnify the Agents against certain liabilities,
including liabilities under the Securities Act. The Agents may engage in other
transactions with, or perform other services for, the Capital Corporation in the
ordinary course of business.

The Notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange. The Capital Corporation has
been advised that the Agents may from time to time make a market in the Notes,
but the Agents are not obligated to do so and may discontinue such market-making
at any time without notice. Further, each of the Agents may from time to time
purchase and sell Notes in the secondary market, but is not obligated to do so.
No assurance can be given as to the liquidity of any trading market for the
Notes.

Any secondary markets for Notes will be affected by a number of factors
independent of the creditworthiness of the Capital Corporation and the value of
the applicable index or indices or formula or formulas, including the complexity
and volatility of each such index or formula, the method of calculating the
principal, premium, if any, and/or interest, if any, in respect of such Notes,
the time remaining to the

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maturity of such Notes, the outstanding amount of such Notes, any redemption
features of such Notes, the amount of other debt securities linked to such index
or formula and the level, direction and volatility of market interest rates
generally. Such factors also will affect the market value of such Notes. In
addition, certain Notes may be designed for specific investment objectives or
strategies and, therefore, may have a more limited secondary market and
experience more price volatility than conventional debt securities. Investors
may not be able to sell such Notes readily or at prices that will enable
investors to realize their anticipated yield. No investor should purchase Notes
unless such investor understands and is able to bear the risks that such Notes
may not be readily saleable, that the value of such Notes will fluctuate over
time and that such fluctuations may be significant.

In addition to the offerings of Notes described herein, Debt Securities
having terms substantially similar to the terms of the Notes offered hereby (but
constituting a separate series of Debt Securities for purposes of the applicable
Indenture) may be offered outside the United States by the Capital Corporation
on a continuing basis, concurrently with the offering of the Notes hereby. The
Capital Corporation may also sell Notes, other Debt Securities or Warrants to
Purchase Debt Securities pursuant to another prospectus supplement to the
accompanying prospectus. Any such sales will reduce the principal amount of
Notes that may be offered by this prospectus supplement and the accompanying
prospectus.

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGULATION
STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 21, 1996

PROSPECTUS

JOHN DEERE CAPITAL CORPORATION

DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES

John Deere Capital Corporation (the "Capital Corporation") may offer from
time to time under this prospectus, together or separately, (i) its unsecured
debt securities (the "Debt Securities") which may be either senior (the "Senior
Securities") or subordinated (the "Subordinated Securities") and (ii) warrants
to purchase Debt Securities (the "Debt Warrants"), all on terms to be determined
at the time of the offering.

The Debt Securities or Debt Warrants, or a combination thereof, proposed to
be sold pursuant to this prospectus and the accompanying prospectus supplement
are referred to as the "Offered Securities", and the Offered Securities,
together with any Debt Securities issuable upon exercise of Debt Warrants, are
referred to as the "Securities". Securities with an aggregate initial offering
price of up to $1,208,850,000 (or the equivalent thereof if any of the
Securities are denominated in a currency, currency unit or composite currency
("Currency") other than the U.S. dollar) may be issued under this prospectus.

The prospectus supplement accompanying this prospectus sets forth, with
respect to each series or issue of Securities for which this prospectus and the
prospectus supplement are being delivered: (i) the terms of the Debt Securities
offered or issuable upon exercise of any Debt Warrants offered, including, where
applicable, their title, ranking, maturity, rate of any interest (or manner of
calculation) and time of payment thereof, any redemption or repayment terms, the
Currency or Currencies in which such Debt Securities will be denominated or
payable, any index, formula or other method pursuant to which principal,
premium, if any, or interest, if any, may be determined and the form of such
Debt Securities (which may be in registered or bearer or global or certificated
form); (ii) the terms of any Debt Warrants offered, including, the exercise
price, detachability, expiration date and other terms and (iii) any initial
public offering price, the purchase price and net proceeds to the Capital
Corporation and the other specific terms related to the offering of such
Securities.

The Capital Corporation may sell Offered Securities to or through
underwriters, dealers or agents, and also may sell Offered Securities directly
to other purchasers. See "Plan of Distribution". No Offered Securities may be
sold without delivery of a prospectus supplement describing such Offered
Securities and the method and terms of offering thereof.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 1996.
<PAGE>
AVAILABLE INFORMATION

John Deere Capital Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934 and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549; 500 W. Madison Street, Chicago, Illinois
60606; and Seven World Trade Center, New York, New York 10048; and copies of
such material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Reports and other information concerning the Capital Corporation may also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005. In addition to the locations specified above, the
Commission maintains a Web site at http://www.sec.gov containing reports, proxy
and information statements and other information regarding registrants,
including the Capital Corporation, that file electronically with the Commission.

UPON RECEIPT OF A REQUEST BY AN INVESTOR WHO HAS RECEIVED AN ELECTRONIC
PROSPECTUS SUPPLEMENT AND PROSPECTUS FROM THE CAPITAL CORPORATION OR ANY
UNDERWRITER, DEALER OR AGENT OR A REQUEST BY SUCH INVESTOR'S REPRESENTATIVE
WITHIN THE PERIOD DURING WHICH THERE IS AN OBLIGATION TO DELIVER A PROSPECTUS
SUPPLEMENT AND PROSPECTUS, THE CAPITAL CORPORATION OR ANY UNDERWRITER, DEALER OR
AGENT WILL PROMPTLY DELIVER, OR CAUSE TO BE DELIVERED, WITHOUT CHARGE, TO SUCH
INVESTOR A PAPER COPY OF THE PROSPECTUS SUPPLEMENT (INCLUDING ANY PRICING
SUPPLEMENT) AND PROSPECTUS.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Capital Corporation with the Commission
are incorporated in this prospectus by reference: (i) annual report on Form 10-K
for the fiscal year ended October 31, 1995, (ii) quarterly reports on Form 10-Q
for the quarter ended January 31, 1996 and April 30, 1996, and (iii) current
reports on Form 8-K dated November 30, 1995, February 15, 1996, May 14, 1996 and
August 13, 1996.

All documents subsequently filed by the Capital Corporation pursuant to
section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the termination of any offering of the Securities made by this prospectus
shall be deemed to be incorporated by reference in this prospectus and to be a
part of this prospectus from the date of the filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
(or in the accompanying prospectus supplement) or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or replaces such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

The Capital Corporation will provide without charge to each person to whom
this prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents referred to above that have been or may be
incorporated by reference in this prospectus, other than exhibits to such
documents. Such written or oral request should be directed to John Deere Capital
Corporation, 1 East First Street, Suite 600, Reno, Nevada 89501, Attention:
Manager (702/786-5527).

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<PAGE>
THE COMPANY

The principal business of the Capital Corporation and its subsidiaries
(collectively called the "Company") is providing and administering financing for
retail purchases of new and used John Deere agricultural, industrial and
commercial and consumer equipment. The Company purchases retail installment
sales and loan contracts (retail notes) from Deere & Company and its
wholly-owned subsidiaries (collectively called "John Deere"). These retail notes
are acquired by John Deere through John Deere retail dealers in the United
States. The Company also purchases and finances certain agricultural and
industrial retail notes unrelated to John Deere. In addition, the Company
purchases and finances recreational vehicle and yacht retail notes acquired from
independent dealers of those products and from marine products mortgage service
companies. The Company also leases equipment to retail customers, finances and
services revolving charge accounts acquired from and offered through merchants
in the agricultural, commercial and consumer, and marine retail markets, and
provides financing for wholesale inventories of recreational vehicles,
manufactured housing units, yachts, John Deere engines, and John Deere
industrial equipment owned by dealers of those products.

A substantial part of the retail sales and leases of John Deere products is
financed by financial institutions outside of the John Deere organization.

John Deere Credit Company, a wholly-owned finance holding subsidiary of
Deere & Company, is the parent of the Capital Corporation.

John Deere's operations are categorized into six business segments:

John Deere's worldwide AGRICULTURAL EQUIPMENT segment manufactures and
distributes a full range of equipment used in commercial farming--including
tractors; tillage, soil preparation, planting and harvesting machinery;
sprayers; crop handling equipment and precision farming devices.

John Deere's worldwide INDUSTRIAL EQUIPMENT segment manufactures and
distributes a broad range of machines used in construction, earthmoving and
forestry--including backhoe loaders; crawler dozers and loaders;
four-wheel-drive loaders; scrapers; motor graders; excavators; and log
skidders. This segment also includes the manufacture and distribution of
engines and drivetrain components for the original equipment manufacturers
(OEM) market.

John Deere's worldwide COMMERCIAL AND CONSUMER EQUIPMENT segment
manufactures and distributes equipment for commercial and residential
uses--including small tractors for lawn, garden and utility purposes; riding
and walk-behind mowers; golf course equipment; utility transport vehicles;
snowblowers; hand-held products such as chain saws, string trimmers and leaf
blowers; and other outdoor power products.

The products produced by the equipment segments are marketed primarily
through independent retail dealer networks and other retail outlets.

The CREDIT segment includes the operations of the Company, John Deere
Credit Company, and John Deere Finance Limited, which primarily purchases
and finances retail notes from John Deere's equipment sales branches in
Canada, as well as recreational vehicle and marine product notes from
independent dealers. John Deere Finance Limited, through its subsidiary,
Canadian Equipment Finance Corporation (CEFC), also purchases and finances
non-Deere construction and transportation equipment notes from independent
dealers.

The INSURANCE segment issues policies in the United States and Canada
primarily for general and specialized lines of property and casualty
insurance to the general public; and group accident and health insurance for
employees of participating John Deere dealers and disability insurance for
employees of John Deere.

The HEALTH CARE segment provides health management programs and related
administrative services in the United States to corporate customers as well
as employees of John Deere.

The Capital Corporation's executive offices are located at 1 East First
Street, Suite 600, Reno, Nevada 89501. Its telephone number is 702/786-5527.

3
<PAGE>
USE OF PROCEEDS

Except as may be described otherwise in a prospectus supplement, the net
proceeds from the sale of the Securities will be added to the general funds of
the Company and will be used for working capital and other general corporate
purposes, and will be available for, among other things, the purchase of
receivables. Such proceeds may be applied initially to the reduction of
short-term indebtedness.

DESCRIPTION OF DEBT SECURITIES

The Capital Corporation may issue (either separately or together with other
Offered Securities) its Debt Securities from time to time. The Senior Securities
will be issued under an Indenture dated as of June 15, 1995, as supplemented
from time to time (the "Senior Indenture"), between the Capital Corporation and
The Chase Manhattan Bank (successor by merger to The Chase Manhattan Bank
(National Association)), Trustee (the "Senior Trustee"), and the Subordinated
Securities will be issued under an Indenture dated as of June 15, 1995, as
supplemented from time to time (the "Subordinated Indenture"), between the
Capital Corporation and The First National Bank of Chicago, Trustee (the
"Subordinated Trustee"). The term "Trustee" as used herein refers to either the
Senior Trustee or the Subordinated Trustee, as appropriate. The Senior Indenture
and the Subordinated Indenture (being sometimes referred to herein collectively
as the "Indentures" and individually as an "Indenture") are exhibits to the
registration statement. The Indentures are subject to and governed by the Trust
Indenture Act of 1939, as amended (the "TIA"). The following summary of certain
provisions of the Indentures does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the Indentures, including the
definitions of certain terms therein. Parenthetical references below are to the
Indentures or to the TIA, as applicable.

PROVISIONS APPLICABLE TO BOTH THE SENIOR AND SUBORDINATED INDENTURES

GENERAL

The Debt Securities will be unsecured obligations of the Capital
Corporation. The Senior Securities will rank equally with all other unsecured
and unsubordinated indebtedness of the Capital Corporation. The Subordinated
Securities will be subordinated in right of payment to the prior payment in full
of the Senior Indebtedness of the Capital Corporation as described under
"Subordinated Indenture Provisions -- Subordination".

Each Indenture provides that any Debt Securities proposed to be sold
pursuant to this prospectus and the accompanying prospectus supplement ("Offered
Debt Securities") and any Debt Securities issuable upon the exercise of Debt
Warrants ("Underlying Debt Securities"), as well as other unsecured debt
securities of the Company, may be issued under such Indenture in one or more
series, in each case as authorized from time to time by the Capital Corporation.
The particular terms of the Offered Debt Securities and any Underlying Debt
Securities, and any modifications of or additions to the general terms of the
Debt Securities as described herein that may be applicable in the case of the
Offered Debt Securities or Underlying Debt Securities, are described in the
prospectus supplement. Accordingly, for a description of the terms of any
Offered Debt Securities and Underlying Debt Securities, reference must be made
to both the prospectus supplement relating thereto and the description of Debt
Securities set forth in this prospectus. The terms "prospectus supplement" as
used herein includes pricing supplements relating to the particular Securities.

Reference is made to the prospectus supplement for the following terms of
the Offered Debt Securities, the Underlying Debt Securities or both, as the case
may be, being offered thereby:

(1) The title of such Debt Securities and whether such Debt Securities
will be Senior Securities or Subordinated Securities.

(2) The aggregate principal amount of such Debt Securities and any limit
on the aggregate principal amount of Debt Securities of such series.

(3) If other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of acceleration of the
maturity thereof or the method by which such portion will be determined.

4
<PAGE>
(4) The date or dates, or the method by which such date or dates will be
determined or extended, on which the principal of such Debt Securities will
be payable.

(5) The rate or rates at which such Debt Securities will bear interest,
if any, or the method by which such rate or rates will be determined, the
date or dates from which such interest will accrue or the method by which
such date or dates will be determined, the date or dates on which such
interest, if any, will be payable and the Regular Record Date or Dates, if
any, for the interest payable on any Registered Security on any Interest
Payment Date, or the method by which any such date will be determined, and
the basis upon which interest will be calculated if other than that of a
360-day year of twelve 30-day months.

(6) The period or periods within which, the price or prices at which,
the Currency or Currencies in which, and the other terms and conditions upon
which, such Debt Securities may be redeemed, in whole or in part, at the
option of the Capital Corporation and whether the Capital Corporation is to
have that option.

(7) The obligation, if any, of the Capital Corporation to redeem, repay
or purchase such Debt Securities, in whole or in part, pursuant to any
sinking fund or analogous provision or at the option of a holder thereof and
the period or periods within which or the date or dates on which, the price
or prices at which, the Currency or Currencies in which and the other terms
and conditions upon which, such Debt Securities will be so redeemed, repaid
or purchased.

(8) Whether such Debt Securities are to be issuable as Registered
Securities, Bearer Securities or both, any restrictions applicable to the
offer, sale or delivery of Bearer Securities and the terms, if any, upon
which Bearer Securities of the series may be exchanged for Registered
Securities of the series and VICE VERSA (if permitted by applicable laws and
regulations), whether such Debt Securities will be issuable initially in
temporary global form, whether any such Debt Securities will be issuable in
permanent global form with or without coupons and, if so, whether beneficial
owners of interests in any such permanent global security may exchange such
interests for Debt Securities of such series in certificate form and of like
tenor of any authorized form and denomination and the circumstances under
which any such exchanges may occur, if other than in the manner provided in
the applicable Indenture, and, if Registered Securities are to be issuable
as a global security, the identity of the depository for such Debt
Securities.

(9) If other than U.S. dollars, the Currency or Currencies in which
payments of the principal of (or premium, if any) or interest, if any, on
such Debt Securities will be made or in which such Debt Securities will be
denominated.

(10) Whether the amount of payments of principal of (or premium, if any)
or interest, if any, on such Debt Securities may be determined with
reference to an index, formula or other method (which index, formula or
method may be based on one or more Currencies, commodities, equity indices
or other indices) and the manner in which such amounts will be determined.

(11) Whether the Capital Corporation or a holder may elect payment of the
principal of (or premium, if any) or interest, if any, on such Debt
Securities in one or more Currencies, other than that in which such Debt
Securities are denominated or stated to be payable, the period or periods
within which, and the terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between the
Currency or Currencies in which such Debt Securities are denominated or
stated to be payable and the Currency or Currencies in which such Debt
Securities are to be so paid.

(12) The place or places, if any, other than or in addition to The City
of New York, where the principal of (and premium, if any) and interest, if
any, on such Debt Securities will be payable, where any Registered
Securities may be surrendered for registration of transfer, where such Debt
Securities may be surrendered for exchange and where notices or demands to
or upon the Capital Corporation in respect of such Debt Securities and the
applicable Indenture may be served.

5
<PAGE>
(13) The denomination or denominations in which such Debt Securities will
be issuable, if other than $1,000 or any integral multiple thereof in the
case of Registered Securities and $5,000 in the case of Bearer Securities.

(14) If other than the applicable Trustee, the identity of each Security
Registrar and/or Paying Agent.

(15) The date as of which any Bearer Securities of the series and any
temporary Debt Security issued in global form representing Outstanding
Securities of the series will be dated if other than the date of original
issuance of the first Debt Security of the series to be issued.

(16) The applicability, if at all, to such Debt Securities of the
provisions of Article Fourteen of the applicable Indenture described under
"Defeasance and Covenant Defeasance" and any provisions in modification of,
in addition to or in lieu of any of the provisions of such Article.

(17) The Person to whom any interest on any Registered Security of the
series will be payable, if other than the Person in whose name such
Registered Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, the
manner in which, or the Person to whom, any interest on any Bearer Security
of the series shall be payable, if otherwise than upon presentation and
surrender of the coupons appertaining thereto as they severally mature, and
the extent to which, or the manner in which, any interest payable on a
temporary Debt Security issued in global form will be paid if other than in
the manner provided in the applicable Indenture.

(18) If such Debt Securities are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Debt Security
of such series) only upon receipt of certain certificates or other documents
or satisfaction of other conditions, the form and/or terms of such
certificates, documents or conditions.

(19) Whether and under what circumstances the Capital Corporation will
pay Additional Amounts, as contemplated by Section 1004 of the applicable
Indenture on such Debt Securities to any holder who is not a United States
person (including any modification to the definition of such term as
contained in the applicable Indenture as originally executed) in respect of
any tax, assessment or governmental charge and, if so, whether the Capital
Corporation will have the option to redeem such Debt Securities rather than
pay such Additional Amounts (and the terms of any such option).

(20) The provisions, if any, granting special rights to the holders of
such Debt Securities upon the occurrence of such events as may be specified.

(21) Any deletions from, modifications of or additions to the Events of
Default or covenants of the Capital Corporation with respect to such Debt
Securities (which Events of Default or covenants are consistent with the
Events of Default or covenants set forth in the general provisions of the
applicable Indenture).

(22) The designation of the initial Exchange Rate Agent, if any.

(23) Any other terms of such Debt Securities.

If applicable, the prospectus supplement will also set forth information
concerning any other Securities offered thereby and a discussion of federal
income tax considerations relevant to the Securities being offered.

For purposes of this prospectus, any reference to the payment of principal
of (or premium, if any) or interest, if any, on such Debt Securities will be
deemed to include mention of the payment of any Additional Amounts required by
the terms of such Debt Securities.

Debt Securities may provide for less than the entire principal amount
thereof to be payable upon declaration of acceleration of the maturity thereof
("Original Issue Discount Securities"). Federal income tax and other
considerations pertaining to any such Original Issue Discount Securities will be
discussed in the applicable prospectus supplement.

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Each Indenture provides that the Debt Securities referred to on the cover
page of this prospectus and additional unsecured debt securities of the Capital
Corporation unlimited as to aggregate principal amount may be issued in one or
more series thereunder, in each case as authorized from time to time by or
pursuant to authority granted by the Board of Directors of the Capital
Corporation. (Section 301 of each Indenture) The applicable Debt Securities
referred to on the cover page of this prospectus and any additional debt
securities so issued under an Indenture are herein collectively referred to,
when a single Trustee is acting for all debt securities issued under such
Indenture, as the "Indenture Securities". Each Indenture also provides that
there may be more than one Trustee thereunder, each with respect to one or more
different series of Indenture Securities. See also "Resignation of Trustee"
herein. At a time when two or more Trustees are acting under either Indenture,
each with respect to only certain series, the term "Indenture Securities", as
used herein, will mean the one or more series with respect to which each
respective Trustee is acting. In the event that there is more than one Trustee
under either Indenture, the powers and trust obligations of each Trustee as
described herein will extend only to the one or more series of Indenture
Securities for which it is Trustee. If two or more Trustees are acting under
either Indenture, then the Indenture Securities for which each Trustee is acting
would in effect be treated as if issued under separate indentures.

The general provisions of the Indentures do not contain any provisions that
would limit the ability of the Capital Corporation to incur indebtedness or that
would afford holders of Debt Securities protection in the event of a highly
leveraged or similar transaction involving the Company. However, the general
provisions of each Indenture do provide that neither the Capital Corporation nor
any Subsidiary will pledge or subject to any lien any of its property or assets
unless the Indenture Securities issued under such Indenture are secured by such
pledge or lien equally and ratably with other indebtedness thereby secured. See
"Senior Indenture Provisions -- Limitation on Liens". Reference is made to the
prospectus supplement for information with respect to any deletions from,
modifications of or additions to the Events of Default or covenants of the
Capital Corporation that are described below, including any addition of a
covenant or other provision providing event risk or similar protection.

Under the Indentures, the Capital Corporation has the ability to issue
Indenture Securities with terms different from those of Indenture Securities
previously issued thereunder and, without the consent of the holders thereof, to
reopen a previous issue of a series of Indenture Securities and issue additional
Indenture Securities of such series (unless such reopening was restricted when
such series was created), in an aggregate principal amount determined by the
Capital Corporation. (Section 301 of each Indenture)

DENOMINATIONS, REGISTRATION AND TRANSFER

Debt Securities of a series may be issuable solely as Registered Securities,
solely as Bearer Securities or as both Registered Securities and Bearer
Securities. The Indentures also provide that Debt Securities of a series may be
issuable in global form. See "Book-Entry Debt Securities". Unless otherwise
provided in the prospectus supplement, Debt Securities denominated in U.S.
dollars (other than Global Securities, which may be of any denomination) are
issuable in denominations of $1,000 or any integral multiples of $1,000 (in the
case of Registered Securities) and in the denomination of $5,000 (in the case of
Bearer Securities). Unless otherwise indicated in the prospectus supplement,
Bearer Securities will have interest coupons attached. (Section 201 of each
Indenture)

Registered Securities will be exchangeable for other Registered Securities
of the same series. If (but only if) provided in the prospectus supplement,
Bearer Securities (with all unmatured coupons, except as provided below, and all
matured coupons which are in default) of any series may be similarly exchanged
for Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor. If so provided, Bearer
Securities surrendered in exchange for Registered Securities between a Regular
Record Date or a Special Record Date and the relevant date for payment of
interest will be surrendered without the coupon relating to such date for
payment of interest, and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the holder of such coupon when due in accordance with the terms
of the applicable Indenture. Unless otherwise specified in the prospectus
supplement, Bearer Securities will not be issued in exchange for Registered
Securities. (Section 305 of each Indenture)

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Registered Securities of a series may be presented for registration of
transfer and Debt Securities of a series may be presented for exchange (i) at
each office or agency required to be maintained by the Capital Corporation for
payment of such series as described in "Payment and Paying Agents", and (ii) at
each other office or agency that the Capital Corporation may designate from time
to time for such purposes. No service charge will be made for any transfer or
exchange of Debt Securities, but the Capital Corporation may require payment of
any tax or other governmental charge payable in connection therewith. (Section
305 of each Indenture)

The Capital Corporation will not be required to (i) issue, register the
transfer of or exchange Debt Securities called for redemption during a period
beginning at the opening of business 15 days before any selection of Debt
Securities of that series to be redeemed and ending at the close of business on
(A) if Debt Securities of the series are issuable only as Registered Securities,
the day of mailing of the relevant notice of redemption and (B) if Debt
Securities of the series are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption, or, if Debt Securities of the
series are also issuable as Registered Securities and there is no publication,
the day of mailing of the relevant notice of redemption; (ii) register the
transfer of or exchange any Registered Security, or portion thereof, called for
redemption, except the unredeemed portion of any Registered Security being
redeemed in part; (iii) exchange any Bearer Security called for redemption,
except to exchange such Bearer Security for a Registered Security of that series
and like tenor that is simultaneously surrendered for redemption; or (iv) issue,
register the transfer of or exchange any Debt Security which has been
surrendered for repayment at the option of the holder, except the portion, if
any, of such Debt Security not to be so repaid. (Section 305 of each Indenture)

PAYMENT AND PAYING AGENTS

Unless otherwise provided in the prospectus supplement, principal, premium,
if any, and interest, if any, and Additional Amounts, if any, on Registered
Securities will be payable at any office or agency to be maintained by the
Capital Corporation, in the case of the Senior Securities, in New York, New York
and, in the case of the Subordinated Securities, in Chicago, Illinois and New
York, New York, except that at the option of the Capital Corporation interest
(including Additional Amounts, if any) may be paid (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer to an account maintained by the
Person entitled thereto as specified in the Security Register. (Sections 301,
1001 and 1002 of each Indenture) Unless otherwise provided in the prospectus
supplement, payment of any installment of interest on Registered Securities will
be made to the Person in whose name such Registered Security is registered at
the close of business on the Regular Record Date for such interest. (Section 307
of each Indenture)

If Debt Securities of a series are issuable solely as Bearer Securities or
as both Registered Securities and Bearer Securities, unless otherwise provided
in the prospectus supplement, the Capital Corporation will be required to
maintain an office or agency (i) outside the United States at which, subject to
any applicable laws and regulations, the principal of (and premium, if any) and
interest, if any, on such series will be payable and (ii) in The City of New
York for payments with respect to any Registered Securities of such series (and
for payments with respect to Bearer Securities of such series in the limited
circumstances described below, but not otherwise); provided that, if required in
connection with any listing of such Debt Securities on the Luxembourg Stock
Exchange or any other stock exchange located outside the United States, the
Capital Corporation will maintain an office or agency for such Debt Securities
in any city located outside the United States required by such stock exchange.
(Section 1002 of each Indenture) The initial locations of such offices and
agencies will be specified in the prospectus supplement. Unless otherwise
provided in the prospectus supplement, principal of (and premium, if any) and
interest, if any, on Bearer Securities may be paid by wire transfer to an
account maintained by the Person entitled thereto with a bank located outside
the United States. (Sections 307 and 1002 of each Indenture) Unless otherwise
provided in the prospectus supplement, payment of installments of interest on
any Bearer Securities on or before Maturity will be made only against surrender
of coupons for such interest installments as they severally mature. (Section
1001 of each Indenture) Unless otherwise provided in the prospectus supplement,
no payment with respect to any Bearer Security will be made at any office or
agency of the Capital Corporation in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the

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United States. Notwithstanding the foregoing, payments of principal of (and
premium, if any) and interest, if any, on Bearer Securities payable in U.S.
dollars will be made at the office of the Capital Corporation's Paying Agent in
The City of New York if (but only if) payment of the full amount thereof in U.S.
dollars at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.
(Section 1002 of each Indenture)

The Capital Corporation may from time to time designate additional offices
or agencies, approve a change in the location of any office or agency and,
except as provided above, rescind the designation of any office or agency.

Unless otherwise provided in the prospectus supplement, all payments of
principal of (and premium, if any) and interest, if any, on any Debt Security
that is payable in a Currency other than U.S. dollars will be made in U.S.
dollars in the event that such Currency (i) is a currency, and it ceases to be
used by both the government of the country that issued the currency and by a
central bank or other public institution of or within the international banking
community for the settlement of transactions, (ii) is the ECU, and it ceases to
be used both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities or
(iii) is any other currency unit (or composite currency) other than the ECU, and
it ceases to be used for the purposes for which it was established (each of the
events described in clauses (i) through (iii), a "Conversion Event"). (Section
312 of each Indenture)

EVENTS OF DEFAULT

Each Indenture provides, with respect to any series of Debt Securities of a
series outstanding thereunder, that the following will constitute Events of
Default: (i) default in the payment of any interest upon or any Additional
Amounts payable in respect of any Debt Security of that series, or of any coupon
appertaining thereto, when the same becomes due and payable, continued for 30
days; (ii) default in the payment of the principal of (or premium, if any, on)
any Debt Security of that series at its maturity; (iii) default in the deposit
of any sinking fund payment when due by the terms of any Debt Security of that
series; (iv) default in the performance, or breach, of any covenant or agreement
of the Capital Corporation in the applicable Indenture with respect to any Debt
Security of that series, continued for 60 days after written notice to the
Capital Corporation; (v) certain events in bankruptcy, insolvency or
reorganization affecting the Capital Corporation; and (vi) any other Event of
Default provided with respect to Debt Securities of that series. (Section 501 of
each Indenture) The Capital Corporation is required to file with the applicable
Trustee, annually, an officer's certificate as to the Capital Corporation's
compliance with all conditions and covenants under the applicable Indenture.
(Section 1005 of each Indenture) Each Indenture provides that the applicable
Trustee may withhold notice to the holders of Debt Securities of a series of any
default (except payment defaults on such Debt Securities of that series) if it
considers it in the interest of the holders of Debt Securities of such series to
do so. (Section 601 of each Indenture)

If an Event of Default with respect to Debt Securities of a series has
occurred and is continuing, the applicable Trustee or the holders of not less
than 25% in principal amount of Outstanding Debt Securities of that series may
declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms thereof) of all of the Debt
Securities of that series due and payable immediately. (Section 502 of each
Indenture)

Subject to the provisions of the applicable Indenture relating to the duties
of the Trustee thereunder, in case an Event of Default with respect to Debt
Securities of a series has occurred and is continuing, that Trustee is under no
obligation to exercise any of its rights or powers under such Indenture at the
request, order or direction of the applicable holders of Debt Securities of that
series, unless such holders have offered such Trustee reasonable indemnity
against the expenses and liabilities which might be incurred by it in compliance
with such request. (Section 507 of each Indenture and TIA Section 315) Subject
to such provisions for the indemnification of the applicable Trustee, the
holders of a majority in principal amount of the Outstanding Debt Securities of
such series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to such Trustee, or
exercising any trust or power conferred on such Trustee with respect to the Debt
Securities of that series. (Section 512 of each Indenture)

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The holders of not less than a majority in principal amount of the
Outstanding Debt Securities of a series may, on behalf of the holders of all
Debt Securities of such series and any related coupons, waive any past default
under the applicable Indenture with respect to such series and its consequences,
except a default (i) in the payment of the principal of (or premium, if any) or
interest, if any, on or Additional Amounts payable in respect of any Debt
Security of such series or any related coupons, or (ii) in respect of a covenant
or provision that cannot be modified or amended without the consent of the
holder of each Outstanding Debt Security of such series affected thereby.
(Section 513 of each Indenture)

MERGER OR CONSOLIDATION

Each Indenture provides that the Capital Corporation may not consolidate
with or merge with or into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person, unless either
the Capital Corporation is the continuing corporation or such corporation or
Person assumes by supplemental indenture all the obligations of the Capital
Corporation under such Indenture and the Indenture Securities issued thereunder
and immediately after the transaction no default shall exist. In addition, under
the Senior Indenture, no such consolidation, merger or transfer may be made if
as a result thereof any property or assets of the Capital Corporation or a
Subsidiary would become subject to any mortgage, lien or other encumbrance
unless either (i) such mortgage, lien or other encumbrance could be created
pursuant to Section 1006 of such Indenture (see "Senior Indenture Provisions --
Limitation on Liens" below) without equally and ratably securing the Indenture
Securities issued under such Indenture or (ii) such Indenture Securities are
secured equally and ratably with or prior to the debt secured by such mortgage,
lien or other encumbrance. (Section 801 of each Indenture)

MODIFICATION OR WAIVER

Modification and amendment of an Indenture may be made by the Capital
Corporation and the Trustee thereunder with the consent of the holders of not
less than a majority in principal amount of all Outstanding Indenture Securities
issued thereunder that are affected by such modification or amendment; provided
that no such modification or amendment may, without the consent of the holder of
each Outstanding Indenture Security affected thereby, among other things: (i)
change the Stated Maturity of the principal of (or premium, if any, on) or any
installment of principal of or interest on any such Indenture Security; (ii)
reduce the principal amount of or the rate of interest on or any Additional
Amounts payable in respect of, or any premium payable upon the redemption of,
any such Indenture Security; (iii) change any obligation of the Capital
Corporation to pay Additional Amounts in respect of any such Indenture Security;
(iv) reduce the portion of the principal of an Original Issue Discount Security
or Indexed Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof or provable in bankruptcy; (v) adversely
affect any right of repayment at the option of the holder of any such Indenture
Security; (vi) change the place or Currency of payment of principal of, or any
premium or interest on, any such Indenture Security; (vii) impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof or on or after any Redemption Date or Repayment Date therefor;
(viii) reduce the percentage in principal amount of such Outstanding Indenture
Securities, the consent of whose holders is required to amend or waive
compliance with certain provisions of such Indenture or to waive certain
defaults thereunder; (ix) reduce the requirements for voting or quorum described
below; or (x) modify any of the foregoing requirements or any of the provisions
relating to waiving past defaults or compliance with certain restrictive
provisions, except to increase the percentage of holders required to effect any
such waiver or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the holder of each Indenture
Security affected thereby. (Section 902 of each Indenture).

In addition, under the Subordinated Indenture, no modification or amendment
thereof may, without the consent of the holder of each Outstanding Subordinated
Security affected thereby, modify any of the provisions of such Indenture
relating to the subordination of the Subordinated Securities in a manner adverse
to the holders thereof and no such modification or amendment may adversely
affect the rights of any holder of Senior Indebtedness under Article Sixteen of
such Indenture (described under the caption "Subordinated Indenture Provisions
- -- Subordination") without the consent of such holder of Senior Indebtedness.
(Sections 902 and 907 of the Subordinated Indenture)

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<PAGE>
The holders of a majority in aggregate principal amount of Outstanding
Indenture Securities have the right to waive compliance by the Capital
Corporation with certain covenants in the applicable Indenture. (Section 1007 of
the Senior Indenture; Section 1006 of the Subordinated Indenture)

Modification and amendment of an Indenture may be made by the Capital
Corporation and the applicable Trustee thereunder, without the consent of any
holder, for any of the following purposes: (i) to evidence the succession of
another Person to the Capital Corporation as obligor under such Indenture; (ii)
to add to the covenants of the Capital Corporation for the benefit of the
holders of all or any series of Indenture Securities issued under such Indenture
and any related coupons or to surrender any right or power conferred upon the
Capital Corporation by such Indenture; (iii) to add Events of Default for the
benefit of the holders of all or any series of Indenture Securities; (iv) to add
to or change any provisions of such Indenture to facilitate the issuance of, or
to liberalize the terms of, Bearer Securities, or to permit or facilitate the
issuance of Indenture Securities in uncertificated form, provided that any such
actions do not adversely affect the holders of such Indenture Securities or any
related coupons; (v) to change or eliminate any provisions of such Indenture,
provided that any such change or elimination will become effective only when
there are no such Indenture Securities Outstanding of any series created prior
thereto which are entitled to the benefit of such provisions; (vi) in the case
of the Senior Securities to secure the Indenture Securities under the Senior
Indenture pursuant to the requirements of Section 801 or Section 1006 of the
Senior Indenture, or otherwise; (vii) to establish the form or terms of such
Indenture Securities of any series and any related coupons; (viii) to provide
for the acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under such Indenture by more than one Trustee; (ix)
to cure any ambiguity, defect or inconsistency in such Indenture, provided such
action does not adversely affect the interests of holders of Indenture
Securities of a series issued thereunder or any related coupons in any material
respect; or (x) to supplement any of the provisions of such Indenture to the
extent necessary to permit or facilitate defeasance and discharge of any series
of Indenture Securities thereunder, provided that such action shall not
adversely affect the interests of the holders of any such Indenture Securities
and any related coupons in any material respect. (Section 901 of each Indenture)

In determining whether the holders of the requisite principal amount of
Outstanding Indenture Securities have given any request, demand, authorization,
direction, notice, consent or waiver under either Indenture or whether a quorum
is present at a meeting of holders of Indenture Securities thereunder, (i) the
principal amount of an Original Issue Discount Security that will be deemed to
be outstanding will be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof, (ii) the principal amount of an Indenture Security denominated in a
foreign Currency or Currencies will be the U.S. dollar equivalent, determined on
the trade date for such Indenture Security, of the principal amount thereof (or,
in the case of an Original Issue Discount Security, the U.S. dollar equivalent
on the trade date of such Indenture Security of the amount determined as
provided in (i) above or (iii) below), (iii) the principal amount of an Indexed
Security that may be counted in making such determination or calculation and
that will be deemed outstanding for such purpose will be equal to the principal
face amount of such Indexed Security at original issuance, unless otherwise
provided with respect to such Indexed Security pursuant to Section 301 of such
Indenture, and (iv) Indenture Securities owned by the Capital Corporation or any
other obligor upon the Indenture Securities or any Affiliate of the Capital
Corporation or of such other obligor shall be disregarded. (Section 101 of each
Indenture)

Each Indenture contains provisions for convening meetings of the holders of
Indenture Securities of a series if Indenture Securities of that series are
issuable as Bearer Securities. (Section 1501 of each Indenture) A meeting may be
called at any time by the applicable Trustee, and also, upon request, by the
Capital Corporation or the holders of at least 10% in principal amount of the
Outstanding Indenture Securities of that series, in any such case upon notice
given as provided in the applicable Indenture. (Section 1502 of each Indenture)
Except for any consent that must be given by the holder of each Indenture
Security affected thereby, as described above, any resolution presented at a
meeting (or an adjourned meeting duly reconvened) at which a quorum is present
may be adopted by the affirmative vote of the holders of a majority in principal
amount of the Outstanding Indenture Securities of that series; provided,
however, that any

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resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action that may be made, given or taken by the
holders of a specified percentage which is less than a majority in principal
amount of the Outstanding Indenture Securities of a series, may be adopted at a
meeting (or an adjourned meeting duly reconvened) at which a quorum is present
by the affirmative vote of the holders of such specified percentage in principal
amount of the Outstanding Indenture Securities of that series. Any resolution
passed or decision taken at any meeting of holders of Indenture Securities of a
series duly held in accordance with that Indenture will be binding on all
holders of Indenture Securities of that series and any related coupons. The
quorum at any meeting called to adopt a resolution will be persons holding or
representing a majority in principal amount of the Outstanding Indenture
Securities of a series; provided, however, that, if any action is to be taken at
such meeting with respect to a consent or waiver which may be given by the
holders of not less than a specified percentage in principal amount of the
Outstanding Indenture Securities of a series, the persons holding or
representing such specified percentage in principal amount of the Outstanding
Indenture Securities of that series will constitute a quorum. (Section 1504 of
each Indenture)

Notwithstanding the foregoing provisions, if any action is to be taken at a
meeting of holders of Indenture Securities of a series with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that the applicable Indenture expressly provides may be made, given or
taken by the holders of a specified percentage in principal amount of all
Outstanding Indenture Securities affected thereby or of the holders of such
series and one or more additional series: (i) there shall be no minimum quorum
requirement for such meeting and (ii) the principal amount of the Outstanding
Indenture Securities of such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action will be taken
into account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or taken
under such Indenture. (Section 1504 of each Indenture)

SATISFACTION AND DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

The Capital Corporation may discharge certain obligations to holders of Debt
Securities of a series that have not already been delivered to the applicable
Trustee for cancellation and that either have become due and payable or are by
their terms due and payable within one year (or scheduled for redemption within
one year) by irrevocably depositing with the applicable Trustee, in trust, funds
in an amount sufficient to pay the entire indebtedness on such Debt Securities
for principal (and premium, if any) and interest, if any, and any Additional
Amounts with respect thereto, to the date of such deposit (if such Debt
Securities have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be. (Section 401 of each Indenture)

Each Indenture provides that, if the provisions of Article Fourteen are made
applicable to the Debt Securities of or within any series and any related
coupons pursuant to Section 301 thereunder, the Capital Corporation may elect
either (a) to defease and be discharged from any and all obligations with
respect to such Debt Securities and any related coupons (except for the
obligations to pay Additional Amounts, if any, upon the occurrence of certain
events of tax, assessment or governmental charge with respect to payments on
such Debt Securities and the obligations to register the transfer or exchange of
such Debt Securities and any related coupons; to replace temporary or mutilated,
destroyed, lost or stolen Debt Securities and any related coupons; to maintain
an office or agency in respect of such Debt Securities and any related coupons;
and to hold moneys for payment in trust) ("defeasance") (Section 1402 of each
Indenture) or (b) to be released from its obligations with respect to such Debt
Securities and any related coupons under Section 1006 of such Indenture (being
the restrictions described under "Senior Indenture Provisions -- Limitation on
Liens") or, if so provided pursuant to Section 301 of such Indenture, its
obligations with respect to any other covenant, and any omission to comply with
such obligations shall not constitute a default or an Event of Default with
respect to such Debt Securities and any related coupons ("covenant defeasance")
(Section 1403), in either case upon the irrevocable deposit by the Capital
Corporation with the applicable Trustee (or other qualifying trustee), in trust,
of (i) an amount, in the Currency or Currencies in which such Debt Securities
and any related coupons are then specified as payable at Stated Maturity, (ii)
Government Obligations (as defined below) applicable to such Debt Securities and
coupons (with such applicability being

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determined on the basis of the Currency in which such Debt Securities are then
specified as payable at Stated Maturity) that through the payment of principal
and interest in accordance with their terms will provide money in an amount; or
(iii) a combination thereof in an amount, sufficient to pay the principal of
(and premium, if any) and interest, if any, on such Debt Securities and any
related coupons, and any mandatory sinking fund or analogous payments thereon,
on the scheduled due dates therefor.

Such a trust may only be established if, among other things, the Capital
Corporation has delivered to the applicable Trustee an Opinion of Counsel (as
specified in the applicable Indenture) to the effect that the holders of such
Debt Securities and any related coupons will not recognize income, gain or loss
for United States federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to United States federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred, and such
Opinion of Counsel, in the case of defeasance under clause (a) above, must refer
to and be based upon a ruling of the Internal Revenue Service or a change in
applicable United States federal income tax law occurring after the date of the
Indenture. (Section 1404 of each Indenture)

"Government Obligations" means securities which are (i) direct obligations
of the United States or the government which issued the foreign Currency in
which the Debt Securities of that series are payable, for the payment of which
its full faith and credit is pledged, or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States
or the government which issued the foreign Currency in which the Debt Securities
of such series are payable, the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States or such other
government, which, in either case, are not callable or redeemable at the option
of the issuer thereof. Such terms also include a depository receipt issued by a
bank or trust company as custodian with respect to any such Government
Obligation or a specific payment of interest on or principal of any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from the amount received by such custodian in respect of
the Government Obligation or the specific payment of interest on or principal of
the Government Obligation evidenced by such depository receipt. (Section 101 of
each Indenture)

Unless otherwise provided in the prospectus supplement, if, after the
Capital Corporation has deposited funds, Government Obligations or both to
effect defeasance or covenant defeasance with respect to Debt Securities of a
series, (i) the holder of a Debt Security of such series is entitled to, and
does, elect pursuant to the terms of such Debt Security to receive payment in a
Currency other than that in which such deposit has been made in respect of such
Debt Security, or (ii) a Conversion Event occurs, then the indebtedness
represented by such Debt Security will be deemed to have been, and will be,
fully discharged and satisfied through the payment of the principal of (and
premium, if any) and interest, if any, on such Debt Security as they become due
out of the proceeds yielded by converting the amount so deposited in respect of
such Debt Security into the Currency in which such Debt Security becomes payable
as a result of such election or such Conversion Event based on the applicable
Market Exchange Rate. (Section 1405 of each Indenture) Unless otherwise provided
in the prospectus supplement, all payments of principal of (and premium, if any)
and interest, if any, and Additional Amounts, if any, on any Debt Security that
is payable in a foreign Currency with respect to which a Conversion Event occurs
will be made in U.S. dollars. (Section 312 of each Indenture)

In the event the Capital Corporation effects covenant defeasance with
respect to any Debt Securities and any related coupons and such Debt Securities
and coupons are declared due and payable because of the occurrence of any Event
of Default other than the Event of Default described in clause (4) under "Events
of Default" (Section 501 of the Senior Indenture) with respect to Section 1006
of the Senior Indenture (which Section would no longer be applicable to such
Debt Securities or any related coupons) or described in clause (4) or (6) under
"Events of Default" (Section 501 of each Indenture) with respect to any other
covenant to which there has been defeasance, the amount of Government
Obligations and funds on deposit with the applicable Trustee will be sufficient
to pay amounts due on such Debt Securities and coupons at the time of their
Stated Maturity but may not be sufficient to pay amounts due on such Debt
Securities and

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coupons at the time of the acceleration resulting from such Event of Default. In
such case, the Capital Corporation would remain liable to make payment of such
amounts due at the time of acceleration. (Section 501 of each Indenture).

If the Trustee or any Paying Agent is unable to apply any money in
accordance with the applicable Indenture by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Capital Corporation's obligations under
such Indenture and such Debt Securities and any related coupons shall be revived
and reinstated as though no deposit had occurred pursuant to such Indenture,
until such time as such Trustee or Paying Agent is permitted to apply all such
money in accordance with such Indenture; provided, however, that if the Capital
Corporation makes any payment of principal of (or premium, if any) or interest,
if any, on any such Debt Security or any related coupon following the
reinstatement of its obligations, the Capital Corporation shall be subrogated to
the rights of the holders of such Debt Securities and any related coupons to
receive such payment from the money held by such Trustee or Paying Agent.

The prospectus supplement may further describe the provisions, if any,
permitting such defeasance or covenant defeasance, including any modifications
to the provisions described above, with respect to the Debt Securities of or
within a particular series and any related coupons.

BOOK-ENTRY DEBT SECURITIES

Debt Securities of a series may be issued in whole or in part in global form
that will be deposited with, or on behalf of, a depository identified in the
prospectus supplement. Global securities may be issued in either registered or
bearer form and in either temporary or permanent form (each a "Global
Security"). Unless otherwise provided in the prospectus supplement, Debt
Securities that are represented by a Global Security will be issued in
denominations of $1,000 and any integral multiple thereof, and will be issued in
registered form only, without coupons. Payments of principal of (and premium, if
any) and interest, if any, on Debt Securities represented by a Global Security
will be made by the Capital Corporation to the applicable Trustee, and then by
such Trustee to the depository.

The Capital Corporation anticipates that any Global Securities will be
deposited with, or on behalf of, The Depository Trust Company ("DTC"), New York,
New York, that such Global Securities will be registered in the name of DTC's
nominee, and that the following provisions will apply to the depository
arrangements with respect to any such Global Securities. Additional or differing
terms of the depository arrangement will be described in the prospectus
supplement.

So long as DTC or its nominee is the registered owner of a Global Security,
DTC or its nominee, as the case may be, will be considered the sole holder of
the Debt Securities represented by such Global Security for all purposes under
the applicable Indenture. Except as provided below, owners of beneficial
interests in a Global Security will not be entitled to have Debt Securities
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Debt Securities in certificated
form and will not be considered the owners or holders thereof under the
applicable Indenture. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in certificated form; such
laws may limit the transferability of beneficial interests in a Global Security.

If (i) DTC is at any time unwilling or unable to continue as depository and
a successor depository is not appointed by the Capital Corporation within 90
days following notice to the Capital Corporation; (ii) the Capital Corporation
determines, in its sole discretion, not to have any Debt Securities represented
by one or more Global Securities, or (iii) an Event of Default under the
applicable Indenture has occurred and is continuing, then the Capital
Corporation will issue individual Debt Securities in certificated form in
exchange for the relevant Global Securities. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical delivery
of individual Debt Securities in certificated form of like tenor and rank, equal
in principal amount to such beneficial interest and to have such Debt Securities
in certificated form registered in its name. Unless otherwise provided in the
prospectus supplement, Debt Securities so issued in certificated form will be
issued in denominations of $1,000 or any integral multiple thereof and will be
issued in registered form only, without coupons.

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The following is based on information furnished by DTC:

DTC will act as securities depository for the Debt Securities. The
Debt Securities will be issued as fully registered securities registered in
the name of Cede & Co. (DTC's partnership nominee). One fully registered
Debt Security certificate is issued with respect to each $200 million of
principal amount of the Debt Securities of a series, and an additional
certificate is issued with respect to any remaining principal amount of such
series.

DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and
a "clearing agency" registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized
book-entry changes in Participants' accounts, thereby eliminating the need
for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Commission.

Purchases of Debt Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Debt
Securities on DTC's records. The ownership interest of each actual purchaser
of each Debt Security ("Beneficial Owner") is in turn recorded on the Direct
and Indirect Participants' records. A Beneficial Owner does not receive
written confirmation from DTC of its purchase, but such Beneficial Owner is
expected to receive a written confirmation providing details of the
transaction, as well as periodic statements of its holdings, from the Direct
or Indirect Participant through which such Beneficial Owner entered into the
transaction. Transfers of ownership interests in Debt Securities are
accomplished by entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners do not receive certificates
representing their ownership interests in Debt Securities, except in the
event that use of the book-entry system for the Debt Securities is
discontinued.

To facilitate subsequent transfers, the Debt Securities are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit
of the Debt Securities with DTC and their registration in the name of Cede &
Co. effects no change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Debt Securities; DTC records reflect only
the identity of the Direct Participants to whose accounts Debt Securities
are credited, which may or may not be the Beneficial Owners. The
Participants remain responsible for keeping account of their holdings on
behalf of their customers.

Delivery of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners are governed by
arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less than all of
the Debt Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of interest of each Direct Participant in such
issue to be redeemed.

Neither DTC nor Cede & Co. consents or votes with respect to the
Debt Securities. Under its usual procedures, DTC mails a proxy (an "Omnibus
Proxy") to the issuer as soon as possible after the

15
<PAGE>
record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Debt Securities
are credited on the record date (identified on a list attached to the
Omnibus Proxy).

Payments of principal of (and premium, if any) and interest on the
Debt Securities will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the payable date in accordance with their
respective holdings as shown on DTC's records unless DTC has reason to
believe that it will not receive payment on the payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such Participant and not of DTC, the Paying
Agent or the Capital Corporation, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal of
(and premium, if any) and interest to DTC is the responsibility of the
Capital Corporation or the Paying Agent, disbursement of such payments to
Direct Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants.

DTC may discontinue providing its services as securities depository
with respect to the Debt Securities at any time by giving reasonable notice
to the Capital Corporation or the applicable Paying Agent. Under such
circumstances, in the event that a successor securities depository is not
appointed, Debt Security certificates are required to be printed and
delivered.

The Capital Corporation may decide to discontinue use of the system
of book-entry transfers through DTC (or a successor securities depository).
In that event, Debt Security certificates will be printed and delivered.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources (including DTC) that the Capital Corporation
believes to be reliable, but the Capital Corporation takes no responsibility for
the accuracy thereof.

Unless stated otherwise in the prospectus supplement, the underwriters or
agents with respect to a series of Debt Securities issued as Global Securities
will be Direct Participants in DTC.

None of the Capital Corporation, any underwriter or agent, the applicable
Trustee or any applicable Paying Agent will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial interests in a Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.

RESIGNATION OF TRUSTEE

Each Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such series. (Section 608 of each Indenture) In the event that two or
more persons are acting as Trustee with respect to different series of Indenture
Securities under one of the Indentures, each such Trustee shall be a Trustee of
a trust thereunder separate and apart from the trust administered by any other
such Trustee (Section 609 of each Indenture), and any action described herein to
be taken by the "Trustee" may then be taken by each such Trustee with respect
to, and only with respect to, the one or more series of Indenture Securities for
which it is Trustee.

SENIOR INDENTURE PROVISIONS

LIMITATION ON LIENS

The Capital Corporation covenants in the Senior Indenture that neither it
nor any Subsidiary will pledge or subject to any lien any of its property or
assets unless the Indenture Securities issued under such Indenture are secured
by such pledge or lien equally and ratably with other indebtedness thereby
secured. There are excluded from this covenant, liens created to secure
obligations for the purchase price of physical property, liens of a Subsidiary
securing indebtedness owed to the Capital Corporation, liens existing on
property acquired upon exercise of rights arising out of defaults on receivables
acquired in the ordinary

16
<PAGE>
course of business, sales of receivables accounted for as secured indebtedness
in accordance with generally accepted accounting principles, certain liens not
related to the borrowing of money and other liens not securing borrowed money
aggregating less than $500,000. (Section 1004 of the Senior Indenture)

SUBORDINATED INDENTURE PROVISIONS

SUBORDINATION

Upon any distribution of assets of the Capital Corporation upon any
dissolution, winding up, liquidation or reorganization, the payment of the
principal of (and premium, if any) and interest, if any, on Subordinated
Securities is to be subordinated to the extent provided in the Subordinated
Indenture in right of payment to the prior payment in full of all Senior
Indebtedness (Sections 1601 and 1602 of the Subordinated Indenture), but the
obligation of the Capital Corporation to make payment of the principal (and
premium, if any) and interest, if any, on the Subordinated Securities will not
otherwise be affected. (Section 1604 of the Subordinated Indenture) In addition,
no payment on account of principal (or premium, if any), sinking funds, or
interest, if any, may be made on the Subordinated Securities at any time unless
full payment of all amounts due in respect of the principal (and premium, if
any), sinking fund and interest on Senior Indebtedness has been made or duly
provided for in money or money's worth. (Section 1603 of the Subordinated
Indenture) In the event that, notwithstanding the foregoing, any such payment by
the Capital Corporation is received by the Subordinated Trustee or the holders
of any of the Subordinated Securities before all Senior Indebtedness is paid in
full, such payment or distribution shall be paid over to the holders of such
Senior Indebtedness or on their behalf for application to the payment of all
such Senior Indebtedness remaining unpaid until all such Senior Indebtedness has
been paid in full, after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness. Subject to the payment in full of
all Senior Indebtedness upon such distribution of the Capital Corporation, the
holders of the Subordinated Securities will be subrogated to the rights of the
holders of the Senior Indebtedness to the extent of payments made to the holders
of such Senior Indebtedness out of the distributive share of the Subordinated
Securities. (Section 1602 of the Subordinated Indenture) By reason of such
subordination, in the event of a distribution of assets upon insolvency, certain
general creditors of the Capital Corporation may recover more, ratably, than
holders of the Subordinated Securities. The Subordinated Indenture provides that
the subordination provisions thereof will not apply to money and securities held
in trust pursuant to the defeasance provisions of the Subordinated Indenture.
(Section 1402 of the Subordinated Indenture)

Senior Indebtedness is defined in the Subordinated Indenture as the
principal of (and premium, if any) and unpaid interest on (i) indebtedness of
the Capital Corporation (including indebtedness of others guaranteed by the
Capital Corporation), whether outstanding on the date hereof or thereafter
created, incurred, assumed or guaranteed, for money borrowed (other than the
Indenture Securities issued under the Subordinated Indenture and the 9 5/8%
Subordinated Notes due 1998 and the 8 5/8% Subordinated Debentures due 2019 of
the Capital Corporation), unless in the instrument creating or evidencing the
same or pursuant to which the same is outstanding it is provided that such
indebtedness is not senior or prior in right of payment to the Subordinated
Securities and (ii) renewals, extensions, modifications and refundings of any
such indebtedness. (Section 101 of the Subordinated Indenture)

If this prospectus is being delivered in connection with a series of
Subordinated Securities, the accompanying prospectus supplement or the
information incorporated by reference will set forth the approximate amount of
Senior Indebtedness outstanding as of a recent date.

THE TRUSTEES UNDER THE INDENTURES

The Chase Manhattan Bank and The First National Bank of Chicago are two of a
number of banks with which the Capital Corporation and Deere & Company maintain
ordinary banking relationships and from which the Capital Corporation and Deere
& Company have obtained credit facilities and lines of credit. The Chase
Manhattan Bank also serves as trustee under other indentures under which the
Capital Corporation or Deere & Company is the obligor, and The First National
Bank of Chicago also serves as trustee under another indenture under which the
Capital Corporation is an obligor.

17
<PAGE>
DESCRIPTION OF DEBT WARRANTS

The Capital Corporation may issue (either together with other Offered
Securities or separately) Debt Warrants to purchase Underlying Debt Securities
("Offered Debt Warrants"). Such Debt Warrants will be issued under warrant
agreements (each a "Debt Warrant Agreement") to be entered into between the
Capital Corporation and a bank or trust company, as warrant agent (the "Debt
Warrant Agent"), all as shall be set forth in the prospectus supplement. A copy
of the form of Debt Warrant Agreement, has been filed as an exhibit to the
registration statement. The following summary of certain provisions of the Debt
Warrant Agreement does not purport to be complete and is subject to, and are
qualified in its entirety by reference to, all the provisions of the Debt
Warrant Agreement and the Debt Warrant Certificates, respectively, including the
definitions therein of certain terms.

GENERAL

Reference is made to the prospectus supplement for the terms of the Offered
Debt Warrants, including the following:

(1) The title and aggregate number of such Debt Warrants.

(2) The title, aggregate principal amount and terms of the Underlying
Debt Securities purchasable upon exercise of such Debt Warrants.

(3) The principal amount of Underlying Debt Securities that may be
purchased upon exercise of each such Debt Warrant, and the price or the
manner of determining the price at which such principal amount may be
purchased upon such exercise.

(4) The time or times at which, or period or periods, in which, such
Debt Warrants may be exercised and the expiration date of such Debt
Warrants.

(5) The terms of any right of the Company to redeem such Debt Warrants.

(6) Whether Certificates evidencing such Debt Warrants ("Debt Warrant
Certificates") will be issued in registered or bearer form, and, if
registered, where they may be transferred and exchanged.

(7) Whether such Debt Warrants are to be issued with any Debt Securities
or any other Securities.

(8) The date, if any, on and after which such Debt Warrants and such
Debt Securities will be separately transferable.

(9) Any other terms of such Debt Warrants.

If applicable, the prospectus supplement will also set forth information
concerning other securities offered thereby and a discussion of federal income
tax considerations relevant thereto. Debt Warrant Certificates will be
exchangeable for new Debt Warrant Certificates of different denominations.

No service charge will be made for any permitted transfer or exchange of
Debt Warrant Certificates, but the Company may require payment of any tax or
other governmental charge payable in connection therewith. Debt Warrants may be
exercised and exchanged and Debt Warrants in registered form may be presented
for registration of transfer at the corporate trust office of the Debt Warrant
Agent or any other office indicated in the prospectus supplement.

EXERCISE OF DEBT WARRANTS

Each Offered Debt Warrant will entitle the holder thereof to purchase such
amount of Underlying Debt Securities at the exercise price set forth in, or
calculable from the prospectus supplement relating to such Offered Debt
Warrants. After the close of business on the Expiration Date, unexercised Debt
Warrants will become void.

Debt Warrants may be exercised by payment to the Debt Warrant Agent of the
applicable exercise price and by delivery to the Debt Warrant Agent of the
related Debt Warrant Certificate, with the reverse side thereof properly
completed. Debt Warrants will be deemed to have been exercised upon receipt of
the exercise price, subject to the receipt by the Debt Warrant Agent, within
five business days thereafter, of the

18
<PAGE>
Debt Warrant Certificate or Certificates evidencing such Debt Warrants. Upon
receipt of such payment and the properly completed Debt Warrant Certificates at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the prospectus supplement, the Capital Corporation will, as soon as
practicable, deliver the amount of Underlying Debt Securities purchased upon
such exercise. If fewer than all of the Debt Warrants represented by any Debt
Warrant Certificate are exercised, a new Debt Warrant Certificate will be issued
for the unexercised Debt Warrants. The holder of a Debt Warrant will be required
to pay any tax or other governmental charge that may be imposesd in connection
with any transfer involved in the issuance of Underlying Debt Securities
purchased upon such exercise.

MODIFICATIONS

The Debt Warrant Agreement and the terms of the Offered Debt Warrants may be
modified or amended by the Capital Corporation and the Debt Warrant Agent,
without the consent of any holder, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective or inconsistent provision
contained therein, or in any other manner that the Capital Corporation deems
necessary or desirable and that will not materially and adversely affect the
interests of the holders of the Offered Debt Warrants.

The Capital Corporation and the Debt Warrant Agent may also modify or amend
the Debt Warrant Agreement and the terms of the Offered Debt Warrants with the
consent of the holders of not less than a majority in number of the then
outstanding unexercised Debt Warrants affected thereby; provided that no such
modification or amendment that accelerates the expiration date, increases the
exercise price, reduces the number of outstanding Debt Warrants the consent of
the holders of which is required for any such modification or amendment, or
otherwise materially and adversely affects the rights of the holders of the Debt
Warrants, may be made without the consent of each holder affected thereby.

NO RIGHTS AS HOLDERS OF UNDERLYING DEBT SECURITIES

Holders of Debt Warrants are not entitled, by virtue of being such holders,
to payments of principal of (or premium, if any) or interest, if any, on the
related Underlying Debt Securities or to exercise any other rights whatsoever as
holders of the Underlying Debt Securities.

PLAN OF DISTRIBUTION

The Capital Corporation may sell the Offered Securities to or through
underwriters or dealers, agents or directly to one or more other purchasers.

The prospectus supplement sets forth the terms of the offering of the
particular series of Offered Securities to which such prospectus supplement
relates, including, as applicable, (i) the name or names of any underwriters or
agents with whom the Capital Corporation has entered into arrangements with
respect to the sale of such series of Offered Securities, (ii) the initial
public offering or purchase price of such series of Offered Securities, (iii)
any underwriting discounts, commissions and other items constituting
underwriters' compensation from the Capital Corporation and any other discounts,
concessions or commissions allowed or reallowed or paid by any underwriters to
other dealers, (iv) any commissions paid to any agents, (v) the net proceeds to
the Capital Corporation and (vi) the securities exchanges, if any, on which such
series of Offered Securities will be listed.

Unless otherwise set forth in the prospectus supplement relating to a
particular series of Securities, the obligations of the underwriters to purchase
such series of Offered Securities will be subject to certain conditions
precedent and each of the underwriters with respect to such series of Offered
Securities will be obligated to purchase all of the Offered Securities of such
series allocated to it if any such Offered Securities are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.

The Offered Securities may be offered and sold by the Capital Corporation
directly or through agents designated by the Capital Corporation from time to
time. Any agent involved in the offer or sale of the Offered Securities in
respect of which this prospectus is delivered will be named in, and any
commissions

19
<PAGE>
payable by the Company to such agent will be set forth in, the applicable
prospectus supplement. Unless otherwise indicated in the applicable prospectus
supplement, each such agent will be acting on a best efforts basis for the
period of its appointment.

Any underwriters, dealers or agents participating in the distribution of the
Offered Securities may be deemed to be underwriters, and any discounts or
commissions received by them on the sale or resale of Offered Securities may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933, as amended (the "Securities Act"). Underwriters, dealers and agents may be
entitled, under agreements entered into with the Capital Corporation, to
indemnification by the Capital Corporation against certain civil liabilities,
including liabilities under the Securities Act.

If so indicated in the prospectus supplement relating to a particular series
of Offered Securities, the Capital Corporation will authorize underwriters,
dealers or agents to solicit offers by certain institutions to purchase Offered
Securities of such series from the Capital Corporation pursuant to delayed
delivery contracts providing for payment and delivery at a future date. Such
contracts will be subject only to those conditions set forth in the prospectus
supplement, and the prospectus supplement will set forth the commission payable
for solicitation of such contracts.

LEGAL OPINIONS

The validity of the Securities will be passed upon for the Capital
Corporation by Shearman & Sterling, 599 Lexington Avenue, New York, New York
10022, and for any underwriters, dealers or agents by Brown & Wood LLP, One
World Trade Center, New York, New York 10048.

EXPERTS

The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Capital Corporation's
Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report (which expresses an unqualified
opinion and includes an explanatory paragraph regarding the Capital
Corporation's change in method of accounting, effective November 1, 1992, for
postretirement benefits other than pensions to conform with Statement of
Financial Accounting Standards No. 106), which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

20
<PAGE>
- -------------------------------------------
- -------------------------------------------
- -------------------------------------------
- -------------------------------------------

No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this prospectus supplement or the accompanying
prospectus, in connection with the offer made by this prospectus supplement
(including any pricing supplement) and the accompanying prospectus, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Capital Corporation or any other person,
underwriter, dealer or agent. Neither the delivery of this prospectus supplement
(including any pricing supplement) and the accompanying prospectus nor any sale
made hereunder and thereunder shall under any circumstance create an implication
that there has been no change in the affairs of the Capital Corporation since
the date hereof or thereof. This prospectus supplement (including any pricing
supplement) and the accompanying prospectus do not constitute an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
---------
<S> <C>
Prospectus Supplement
Description of Notes........................... S-2
Special Provisions Relating to Foreign Currency
Notes........................................ S-17
Important Currency Exchange Information........ S-18
Foreign Currency Considerations................ S-19
United States Taxation......................... S-21
Plan of Distribution........................... S-27
Prospectus
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
The Company.................................... 3
Use of Proceeds................................ 4
Description of Debt Securities................. 4
Description of Debt Warrants................... 18
Plan of Distribution........................... 19
Legal Opinions................................. 20
Experts........................................ 20
</TABLE>

U.S. $1,208,850,000

JOHN DEERE CAPITAL
CORPORATION

Medium-Term Notes,
Series C

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

PROSPECTUS SUPPLEMENT
-------------------

Merrill Lynch & Co.

Goldman, Sachs & Co.

Salomon Brothers Inc

, 1996

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimates, except the
SEC registration fee.

<TABLE>
<S> <C>
SEC registration fee.................................................. $ 344,828
Printing and engraving................................................ 75,000
Legal fees and expenses............................................... 70,000
Fees of accountants................................................... 28,000
Fees of trustees...................................................... 11,500
Blue sky fees and expenses............................................ 20,000
Rating agency fees.................................................... 400,000
Miscellaneous......................................................... 672
------------
Total................................................. $ 950,000
------------
------------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware authorizes the
registrant to indemnify its directors and officers under specified
circumstances. Article twelfth of the certificate of incorporation of registrant
provides in effect that registrant shall provide certain indemnification of its
directors and officers.

Section 145 of the General Corporation Law of Delaware also authorizes Deere
& Company to indemnify persons who serve as directors or officers of registrant
at the request of Deere & Company under specified circumstances. Article seventh
of the restated certificate of incorporation of Deere & Company provides in
effect that Deere & Company shall provide certain indemnification to such
persons.

The directors and officers of the registrant are insured, under policies of
insurance maintained by the registrant, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, to which they are parties by reason of
being or having been such directors or officers.

Section 6 of the underwriting agreement basic provisions filed as a part of
Exhibit 1 to this registration statement provides for indemnification of
directors, officers who sign the registration statement and controlling persons
of the registrant by the underwriters, and for indemnification of each
underwriter and its controlling persons by the registrant, against certain
liabilities. Similar provisions are contained in agreements entered into between
the registrant and groups of underwriters on past occasions.

ITEM 16. LIST OF EXHIBITS.

The exhibits to this registration statement are listed in the exhibit index,
which appears elsewhere herein and is incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;

II-1
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on form S-3 or form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered thereby, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -----------
<C> <S> <C>

<CAPTION>
.11 Proposed form of distribution agreement (Exhibit 1.1 to Form 8-K of registrant dated July
13, 1995, file no. 1-6458*)
<C> <S> <C>

1.2 Proposed form of terms agreement and underwriting agreement basic provisions (Exhibit 1.2 to
Form 8-K of registrant dated July 13, 1995, file no. 1-6458*)

2 Not applicable

4.1 Senior indenture between registrant and The Chase Manhattan Bank (successor by merger to The
Chase Manhattan Bank (National Association)) (Exhibit 4.1 to Form 10-Q of registrant for the
quarter ended July 31, 1995, file no. 1-6458.*)

4.2 Proposed form of senior fixed rate medium-term note (Exhibit 4.2 to registration statement
on Form S-3 no. 33-60383*)

4.3 Proposed form of senior fixed rate indexed medium-term note (Exhibit 4.3 to registration
statement on Form S-3 no. 33-60383*)

4.4 Proposed form of senior floating rate medium-term note (Exhibit 4.4 to registration
statement on Form S-3 no. 33-60383*)

4.5 Proposed form of senior floating rate indexed medium-term note (Exhibit 4.5 to registration
statement on Form S-3 no. 33-60383*)

4.6 Proposed form of fixed rate redeemable or non-redeemable senior security (Exhibit 4.2 to
registration statement on Form S-3 no. 33-46514*)

4.7 Subordinated indenture between registrant and The First National Bank of Chicago (Exhibit
4.2 to Form 10-Q of registrant for the quarter ended July 31, 1995, file no. 1-6458*)

4.8 Proposed form of subordinated fixed rate medium-term note (Exhibit 4.8 to registration
statement on Form S-3 no. 33-60383*)

4.9 Proposed form of subordinated floating rate medium-term note (Exhibit 4.9 to registration
statement on Form S-3 no. 33-60383*)

4.10 Proposed form of fixed rate redeemable or non-redeemable subordinated security (Exhibit 4.4
to registration statement on Form S-3 no. 33-46514*)

4.11 Proposed form of debt warrant agreement (including proposed form of debt warrant
certificate) (Exhibit 4.6 to registration statement on Form S-3 no. 33-34475*)

5 Opinion of Shearman & Sterling

8 Opinion of Shearman & Sterling with respect to tax matters

12 John Deere Capital Corporation and Subsidiaries--Computation of Ratio of Earnings Before
Fixed Charges to Fixed Charges (Exhibit 12 to Form 10-Q of registrant for the quarter ended
April 30, 1996; file no. 1-6458*)

15 Not applicable

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Shearman & Sterling (included in their opinion filed as Exhibit 5)

23.3 Consent of Shearman & Sterling (included in their opinion filed as Exhibit 8)

24 Not applicable
</TABLE>

II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- -----------
<C> <S> <C>
25.1 Statement of eligibility of The Chase Manhattan Bank under the Trust Indenture Act of 1939
on form T-1

25.2 Statement of eligibility of The First National Bank of Chicago under the Trust Indenture Act
of 1939 on form T-1

26 Not applicable

27 Not applicable

28 None

99 None
</TABLE>

- ------------------------
*Incorporated by reference.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Rock Island, State of Illinois, on August 21, 1996.

JOHN DEERE CAPITAL CORPORATION

By: /s/ HANS W. BECHERER

-----------------------------------
HANS W. BECHERER, CHAIRMAN

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.

Each person signing below also hereby appoints Hans W. Becherer and R.W.
Lane, and each of them singly, his or her lawful attorney-in-fact with full
power to execute and file any amendments to the registration statement, and
generally to do all such things, as such attorney-in-fact may deem appropriate
to enable John Deere Capital Corporation to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
Commission.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------- -------------------------------------------- ----------------------
<C> <S> <C>

/s/ HANS W. BECHERER Director, Chairman and Principal Executive
- ------------------------------------------- Officer
HANS W. BECHERER

/s/ J. W. ENGLAND Director
- -------------------------------------------
J. W. ENGLAND

/s/ B. L. HARDIEK Director
- -------------------------------------------
B. L. HARDIEK

/s/ J. R. HESEMAN Director
- -------------------------------------------
J. R. HESEMAN

/s/ D. E. HOFFMANN Director
- -------------------------------------------
D. E. HOFFMANN

/s/ F. F. KORNDORF Director
- -------------------------------------------
F. F. KORNDORF

/s/ R. W. LANE Director, Vice President and Principal
- ------------------------------------------- Financial Officer
R. W. LANE
August 21, 1996

/s/ PIERRE E. LEROY Director
- -------------------------------------------
PIERRE E. LEROY

/s/ M. P. ORR Director and President
- -------------------------------------------
M. P. ORR

/s/ J. S. ROBERTSON Vice President and Principal Accounting
- ------------------------------------------- Officer
J. S. ROBERTSON

/s/ E. L. SCHOTANUS Director
- -------------------------------------------
E. L. SCHOTANUS

/s/ J. D. VOLKERT Director
- -------------------------------------------
J. D. VOLKERT

/s/ S. E. WARREN Director
- -------------------------------------------
S. E. WARREN
</TABLE>

II-5

<PAGE>

EXHIBIT 5

August 21, 1996

To the Board of Directors
of John Deere Capital Corporation

Ladies and Gentlemen:

We are acting as counsel for John Deere Capital Corporation (the
"Company") in connection with the combined Registration Statement on Form S-3
and Post-Effective Amendment No. 1 to Registration Statement No. 33-60383 (the
"Registration Statement") being filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
relating to the offering from time to time, as set forth in the combined
prospectus pursuant to Rule 429 contained in the Registration Statement (the
"Prospectus") and as to be set forth in one or more supplements to the
Prospectus (each such supplement, a "Prospectus Supplement"), of the Company's
non-convertible debt securities (the "Debt Securities") and warrants to purchase
Debt Securities (the "Debt Warrants") with an aggregate issue price of up to
$1,208,850,000. The Debt Securities and the Debt Warrants are collectively
referred to as the "Securities".

The Debt Securities will be issued in one or more series and may be
either senior debt securities ("Senior Securities") issued pursuant to an
Indenture dated as of June 15, 1995 (the "Senior Indenture") between the Company
and The Chase Manhattan Bank (successor by merger to The Chase Manhattan Bank
(National Association)), trustee (the "Senior Trustee"), or subordinated debt
securities ("Subordinated Securities") issued pursuant to an Indenture dated as
of June 15, 1995 (the "Subordinated Indenture") between the Company and The
First National Bank of Chicago, trustee (the "Subordinated Trustee"). The Debt
Warrants will be issued under one or more debt warrant agreements (each, a

<PAGE>

"Warrant Agreement") to be entered into between the Company and a financial
institution identified therein as warrant agent (each, a "Warrant Agent").

We are familiar with the corporate proceedings of the Company to date
with respect to the proposed issuance and sale of the Securities, including
resolutions of the Board of Directors of the Company (the "Resolutions")
authorizing the Indentures and the issuance, offering and sale of the
Securities, and we have examined such corporate records of the Company and such
other documents and certificates as we have deemed necessary as a basis for the
opinions hereinafter expressed.

Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:

1. The Senior Indenture has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and delivery
by the Senior Trustee, constitutes a valid and legally binding instrument of the
Company enforceable against the Company in accordance with its terms.

2. The Senior Securities (including Senior Securities issuable upon
exercise of any Debt Warrants) have been duly authorized and, when the final
terms thereof have been duly established and approved and when duly executed by
the Company, in each case pursuant to the authority granted in the Resolutions,
and authenticated by the Senior Trustee in accordance with the Senior Indenture
and delivered to and paid for by the purchasers thereof, will constitute valid
and legally binding obligations of the Company entitled to the benefits of the
Senior Indenture.

3. The Subordinated Indenture has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and delivery
by the Subordinated Trustee, constitutes a valid and legally binding instrument
of the Company enforceable against the Company in accordance with its terms.

4. The Subordinated Securities (including Subordinated Securities
issuable upon exercise of any Debt Warrants) have been duly authorized and, when
the final terms thereof have been duly established and approved and when duly
executed by the Company, in each case pursuant to the authority granted in the
Resolutions, and authenticated by the Subordinated Trustee in accordance with
the Subordinated Indenture and delivered to and paid for by the purchasers
thereof, will constitute valid and legally binding obligations of the Company
entitled to the benefits of the Subordinated Indenture.

5. The Warrant Agreements have been duly authorized and, when
executed and delivered by the Company pursuant to the authority granted in the
Resolutions, and assuming due authorization, execution and delivery thereof by
the applicable Warrant Agent, will constitute valid and legally binding
instruments of the Company enforceable against the Company in accordance with
their respective terms.

6. The Debt Warrants have been duly authorized and, when the final
terms thereof have been duly established and approved and when certificates
representing

<PAGE>

such Debt Warrants have been duly executed by the Company, in each case pursuant
to the authority granted in the Resolutions, and when such certificates have
been countersigned by the applicable Warrant Agent in accordance with the
applicable Warrant Agreement and delivered to and paid for by the purchasers
thereof, such Debt Warrants will constitute valid and legally binding
obligations of the Company entitled to the benefits of the applicable Warrant
Agreement.

The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally, (ii) general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law) and (iii) provisions of law that require that a
judgment for money damages rendered by a court in the United States be expressed
only in United States dollars.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus.

Very truly yours,

JJ/LLJ/AJM

<PAGE>

EXHIBIT 8

August 21, 1996

To the Board of Directors of
John Deere Capital Corporation

Ladies and Gentlemen:

We are acting as special tax counsel for John Deere Capital
Corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, of a Prospectus Supplement to a Prospectus, contained
in the Company's combined Registration Statement on Form S-3 and Post-Effective
Amendment No. 1 to Registration Statement No. 33-60383 (the "Registration
Statement") filed with the Commission on the date hereof. The Prospectus
Supplement relates to the offering by the Company of its Medium Term Notes,
Series C (the "Notes") in an aggregate principal amount of $1,208,850,000.

We are of the opinion that the discussion set forth under the caption
"United States Taxation" accurately describes the material United States federal
income tax consequences of the purchase, ownership and disposition of the Notes.
The foregoing opinion is based upon the Internal Revenue Code of 1986, as
amended, Treasury Regulations (including proposed Regulations and temporary
Regulations) promulgated thereunder, rulings, official pronouncements and
judicial decisions, all as in effect on the date hereof and all of which are
subject to change, possibly with retroactive effect, or to different
interpretations.

We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the first paragraph under
the caption "United States Taxation" in the Prospectus Supplement.

Very truly yours,

EBH

<PAGE>

EXHIBIT 23.1

[LETTERHEAD]

INDEPENDENT AUDITORS' CONSENT
-----------------------------

We consent to the incorporation by reference in this Registration Statement
of John Deere Capital Corporation on Form S-3 of our report dated December 6,
1995 (which expresses an unqualified opinion and includes an explanatory
paragraph regarding John Deere Capital Corporation's change in method of
accounting, effective November 1, 1992, for postretirement benefits other
than pensions to conform with Statement of Financial Accounting Standards No.
106), appearing in the Annual Report on Form 10-K of John Deere Capital
Corporation for the year ended October 31, 1995 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.

/s/ Deloitte & Touche LLP
- --------------------------
DELOITTE & TOUCHE LLP
August 19, 1996

<PAGE>

___________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________

THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
JOHN DEERE CAPITAL CORPORATION.
(Exact name of obligor as specified in its charter)

DELAWARE 36-2386361
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

SUITE 600
1 EAST FIRST STREET
RENO, NEVADA 89501
(Address of principal executive offices) (Zip Code)
__________________________________________
DEBT SECURITIES
WARRANTS TO PURCHASE DEBT SECURITIES
(Title of the indenture securities)
_____________________________________________________

<PAGE>
GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

<PAGE>
-3-

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).

2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 33-84460, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 19th day of August, 1996.

THE CHASE MANHATTAN BANK

By MARY LEWICKI
----------------------
Second Vice President

<PAGE>
Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business March 31, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

DOLLAR AMOUNTS
ASSETS IN MILLIONS

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................ $ 3,391
Interest-bearing balances ..................... 2,075
Securities: ........................................
Held to maturity securities........................... 3,607
Available for sale securities......................... 29,029
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ............................... 1,264
Securities purchased under agreements to resell .... 354
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 73,216
Less: Allowance for loan and lease losses 1,854
Less: Allocated transfer risk reserve ...... 104
--------

Loans and leases, net of unearned income,
allowance, and reserve ........................... 71,258
Trading Assets ........................................ 25,919
Premises and fixed assets (including capitalized
leases).............................................. 1,337
Other real estate owned .................................. 30
Investments in unconsolidated subsidiaries and
associated companies................................. 187
Customer's liability to this bank on acceptances
outstanding ......................................... 1,082
Intangible assets...................................... 419
Other assets........................................... 7,406
--------

TOTAL ASSETS.......................................... $147,358
========

- 4 -

<PAGE>
LIABILITIES

Deposits
In domestic offices ............................... $ 45,786
Noninterest-bearing .................. $ 14,972
Interest-bearing ............... .... 30,814
--------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ....................................... 36,550
Noninterest-bearing ................... $ 202
Interest-bearing ..................... 36,348
--------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 11,412
Securities sold under agreements to repurchase ...... 2,444
Demand notes issued to the U.S. Treasury ............... 699
Trading liabilities ..................................... 19,998
Other Borrowed money:
With a remaining maturity of one year or less ..... 11,305
With a remaining maturity of more than one year .... 130
Mortgage indebtedness and obligations under capitalized
leases .............................................. 13
Bank's liability on acceptances executed and outstanding 1,089
Subordinated notes and debentures ....................... 3,411
Other liabilities ....................................... 6,778

TOTAL LIABILITIES....................................... 139,615
--------

EQUITY CAPITAL

Common stock .......................................... 620
Surplus .................................................... 4,664
Undivided profits and capital reserves ..................... 3,058
Net unrealized holding gains (Losses)
on available-for-sale securities ........................... (607)
Cumulative foreign currency translation adjustments ........ 8

TOTAL EQUITY CAPITAL .................................... 7,743
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ..................... $147,358
========

I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

- 5 -

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1
--------

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____

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

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

JOHN DEERE CAPITAL CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE 36-2386361
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

1 EAST FIRST STREET, SUITE 600
RENO, NV 89501
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)

<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended, the trustee, The First National Bank of Chicago, a
national banking association organized and existing under the laws
of the United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Chicago and State of
Illinois, on the 19th day of August, 1996.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /s/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

* EXHIBIT 1,2 AND 3 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).

<PAGE>

EXHIBIT 4

BY-LAWS

THE FIRST NATIONAL BANK OF CHICAGO

AS AMENDED AND RESTATED JULY 12, 1996

<PAGE>

BY-LAWS

THE FIRST NATIONAL BANK OF CHICAGO

ARTICLE I

CORPORATE GOVERNANCE

To the extent not inconsistent with applicable Federal banking statutes
or regulations, or safe and sound banking practices, the Bank shall follow the
corporate governance procedures of the Delaware General Corporation Law, as
amended.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The regular annual meeting of shareholders
of the Bank to elect directors and to transact whatever other business may
properly come before the meeting shall be held in its main office on the second
Friday in May if not a legal holiday under the Laws of Illinois, and if a legal
holiday, then on the next business day following, at 11:30 A.M., or on such
other date and time as shall be designated by the Board of Directors. If, for
any cause, the annual election of directors should not be held on that date, the
Board shall order the election to be held on some subsequent day, of which
special notice shall be given.

SECTION 2. JUDGES OF ELECTION. To the extent required by law, the
Board of Directors shall, prior to the time of the election of directors,
appoint three persons to be Judges of Election, who shall hold and conduct the
same, and who shall, after the election has been held, certify under their hands
to the Cashier of the Bank the result thereof and the names of the
directors-elect.

SECTION 3. NOTICE TO DIRECTORS-ELECT. The Cashier upon receiving the
Certificate of the Judges of Election as aforesaid, shall cause the same to be
recorded upon the minute book of the Bank, and shall notify the directors-elect
of their election and of the time at which they are required to meet at the main
office of the Bank for the purpose of organizing the new Board. If at the time
fixed for the meeting of the directors-elect there should not be a quorum
present, the members present may adjourn from time to time until a quorum is
obtained.

SECTION 4. SPECIAL MEETINGS. Special meetings of the shareholders may
be called in accordance with Article EIGHTH of the Bank's Articles of
Association.

SECTION 5. RECORD DATE. The Board of Directors may fix in advance a
day not more than sixty (60) or less than ten (10) days prior to the date of
holding any regular or special meeting of shareholders as the day as of which
shareholders entitled to notice of and to vote at

<PAGE>

such meeting shall be determined.

SECTION 6. NOTICE. The Bank shall mail notice of any meeting of
shareholders at least 10 days prior to the meeting by first class mail, unless
the Office of the Comptroller of the Currency determines that an emergency
circumstance exists. If the Bank is a wholly-owned subsidiary of a company, the
sole shareholder may waive notice of the shareholder's meeting.

SECTION 7. CONSENT OF SHAREHOLDERS IN LIEU OF ANNUAL OR SPECIAL
MEETING. Unless otherwise restricted by law or the Articles of Association, any
action which may be taken at any annual or special shareholder meeting may be
taken without a meeting, without prior notice and without a vote, if written
consent setting forth the action so taken shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those shareholders who did not give written consent.

SECTION 8. MINUTES. The proceedings of shareholders at all regular and
special meetings or by written consent in lieu of a meeting shall be recorded in
the minute book, together with the Articles of Association of the Bank and the
returns of the Judges of Election. The minutes of each meeting shall be signed
by the Presiding Officer, and attested by the Cashier, or other officer of the
Bank acting in place of the Cashier.

ARTICLE III

DIRECTORS

SECTION 1. AUTHORITY. The Board of Directors shall have the power to
manage and administer the business and affairs of the Bank. Except as expressly
limited by law, all corporate powers of the Bank shall be vested in and may be
exercised by the Board of Directors.

SECTION 2. NUMBER. The Board of Directors shall at all times consist
of not less than five nor more than twenty-five individuals. The exact number
within such minimum and maximum limits shall be fixed and determined from time
to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any meeting thereof; provided, however, that
the Board of Directors may not increase the number of directors to a number
which: (1) exceeds by more than two the number of directors last elected by
shareholders where such number was fifteen or less; or (ii) exceeds by more than
four the number of directors last elected by shareholders where such number was
sixteen or more, but in no event shall the number of directors exceed
twenty-five.

SECTION 3. TERM OF OFFICE. Each director shall hold office from the
date of his election or appointment until the next annual shareholder meeting.
Any director ceasing to be the owner of the amount of stock required by law or
in any other manner becoming disqualified shall thereupon vacate his office as
director.

<PAGE>

SECTION 4. COMPENSATION. The Board of Directors may provide that a
reasonable fee be paid to any of its members or to the members of any duly
authorized committee for services rendered. No such payment shall preclude any
director from serving the Bank in any other capacity and receiving compensation
therefor.

SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held on such dates, times and locations as determined by the
Chairman of the Board and communicated in writing to the directors.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President. Such
meetings shall be held at such times and at such places as shall be determined
by the officer calling the meeting. Notice of any special meeting of directors
shall be given to each director at the director's business or residence in
writing by hand delivery, first-class or overnight mail or courier service,
telegram or facsimile transmission, or orally by telephone. If mailed by
first-class mail, such notice shall be deemed adequately delivered when
deposited in the United States mail so addressed, with postage thereon prepaid,
at least two (2) days before such meeting. If by telegram, overnight mail or
courier service, such notice shall be deemed adequately delivered when the
telegram is delivered to the telegraph company or the notice is delivered to the
overnight mail or courier service company at least twenty-four (24) hours before
such meeting. If by facsimile transmission, such notice shall be deemed
adequately delivered when the notice is transmitted at least twelve (12) hours
before such meeting. Such notice need not state the purposes of the meeting.
Any or all directors may waive notice of any meeting, either before or after the
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except when the director attends for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

SECTION 7. QUORUM; MAJORITY VOTE. A quorum of directors shall be
required to transact business at any regular or special meeting of the Board of
Directors. A majority of the directors shall constitute a quorum. Each
director shall be entitled to one vote. A vote by a majority of the directors
present at any regular or special meeting of the Board of Directors at which a
quorum is present shall be required to approve any matter or proposal at any
such meeting.

SECTION 8. VACANCIES. When any vacancy occurs in the Board of
Directors, a majority of the remaining members of the Board, according to the
laws of the United States, may appoint a director to fill such vacancy at any
regular meeting of the Board of Directors, or at a special meeting called for
that purpose at which a quorum is present, or if the directors remaining in
office constitute fewer than a quorum of the Board of Directors, by the
affirmative vote of a majority of all the directors remaining in office, or by
shareholders at a special meeting called for that purpose. At any such
shareholder meeting, each shareholder entitled to vote shall have the right to
multiply the number of votes he or she is entitled to cast by the number of
vacancies being filled and cast the product for a single candidate or distribute
the product among two or more candidates. A vacancy that will occur at a
specific later date (by reason of a resignation effective at a later date) may
be filled before the vacancy occurs but the new director may not take office
until the vacancy occurs.

<PAGE>

SECTION 9. PRESIDING OFFICER. The Chairman of the Board shall
preside at all meetings of the Board of Directors at which he is present. In
the absence of the Chairman of the Board, the President shall perform the duties
of the Chairman of the Board and shall preside at the meetings of the Board of
Directors. In the absence of the Chairman of the Board and the President, the
Vice Chairman of the Board (or in the event there be more than one Vice Chairman
of the Board, the Vice Chairmen of the Board in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
their duties and shall preside at the meetings of the Board of Directors.

SECTION 10. MINUTES OF MEETING. The Cashier shall act as secretary to
the Board of Directors to take minutes at any regular or special meeting of the
Board of Directors. If the Cashier is not present at any such meeting, the
Chairman of the Board may designate a secretary pro tem to take minutes at the
meeting. The Cashier or secretary pro tem shall record the actions and
proceedings at each regular or special meeting of the Board of Directors as
minutes of the meeting and shall maintain such minutes in a minute book of
proceedings of such meetings of the Board of Directors. Minutes of each such
meeting shall be signed by the presiding officer and secretary of each meeting.

SECTION 11. PARTICIPATION IN MEETINGS BY TELEPHONE Unless otherwise
restricted by law or the Articles of Association, members of the Board of
Directors, or of any committee thereof, may participate in a meeting of the
Board of Directors or committee by means of conference telephone or similar
communications equipment which allows each person participating in the meeting
to hear each other. Participation in such a meeting shall constitute presence
in person at such meeting.

SECTION 12. CONSENT OF DIRECTORS IN LIEU OF MEETING. Unless otherwise
restricted by law or the Articles of Association, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

SECTION 13. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the entire Board, designate one or more committees, each
committee to consist of two or more of the Directors of the Bank. The Board of
Directors may designate one or more Directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Bank, and may authorize the seal
of the Bank to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. As used in these By-Laws,
"entire Board" means the total number of Directors the Bank would have if there
were no vacancies.

<PAGE>

There shall be an Executive Committee composed and created as the Board
of Directors may designate by resolution passed by a majority of the entire
Board. During intervals between the regular meetings of the Board of Directors,
the Executive Committee, to the extent permitted by law, the Articles of
Association of the Bank and the By-Laws, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Bank.

Unless otherwise provided by the Board of Directors, a majority of the
members of any committee appointed by the Board of Directors pursuant to this
Section shall constitute a quorum at any meeting thereof and the act of a
majority of the members present at a meeting at which a quorum is present shall
be the act of such committee. Any such committee shall, subject to any rules
prescribed by the Board of Directors, prescribe its own rules for calling,
giving notice of and holding meetings and its method of procedure at such
meetings and shall keep a written record of all action taken by it. Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.

SECTION 14. HONORARY DIRECTORS. Any person who has at any time been
Chairman of the Board, President or Vice Chairman of the Board of the Bank may,
after retirement from the Board of Directors, be appointed by the Board of
Directors as an Honorary Director on a year-to-year basis. In no case shall an
Honorary Director serve as such for more than five years. Honorary Directors
shall serve in an advisory capacity to the Board of Directors, shall have no
vote and shall not be considered directors for the purpose of determining a
quorum. Honorary Directors shall be reimbursed for their expenses in attending
meetings of the Board of Directors and shall receive such fees, if any, for
attendance at each meeting of the Board of Directors as may be fixed from time
to time by the Board of Directors but shall not receive any other directors'
fees or any other compensation for their services.

ARTICLE IV

OFFICERS

SECTION 1. OFFICER TITLES. The officers of the Bank shall include a
Chairman of the Board and a President and may include one or more Vice Chairmen
of the Board, Executive Vice Presidents, Senior Vice Presidents, First Vice
Presidents, Vice Presidents and Assistant Vice Presidents, a General Auditor, a
General Counsel, a Cashier, and such other officers as may be appropriate for
the prompt and orderly transaction of the business of the Bank. Individuals
appointed as Chairman of the Board, President and Vice Chairman of the Board
must be members of the Board. The same person may hold any two or more offices.
The Chairman of the Board shall have such authority to establish officer titles
as from time to time delegated by the Board of Directors and to delegate such
authority further to other officers of the Bank.

SECTION 2. CHIEF EXECUTIVE OFFICER. The Chairman of the Board shall be
the chief executive officer of the Bank. In case of the death or disability of
the Chairman of the Board, his powers shall be exercised and his duties
discharged by the President. In the event of the death or disability of the
Chairman of the Board and the President, the Vice Chairman of the Board (or in
the event there be more than one Vice Chairman of the Board, the Vice Chairmen
of the Board in the order designated, or in the absence of any designation, then
in the order of

<PAGE>

their election) shall exercise the powers and discharge the duties of the
Chairman of the Board.

SECTION 3. ELECTION OF OFFICERS. The Board of Directors of the Bank
shall have authority to appoint the officers of the Bank. The Chairman of the
Board shall have such authority to appoint officers as from time to time
delegated by the Board of Directors, and to delegate such authority further to
other officers of the Bank.

SECTION 4. AUTHORITY AND RESPONSIBILITY. The authorities and
responsibilities of all officers, in addition to those specifically prescribed
herein, shall be those usually pertaining to their respective offices, or as may
be designated by the Board of Directors or by the Chairman of the Board or by
the President, or by any officer of the Bank designated by one of the foregoing.

SECTION 5. TERM OF OFFICE. Officers shall be appointed for an
indefinite term, and their employment may be terminated or they may be removed
from office at any time. The Board of Directors shall have authority to
terminate or remove officers of the Bank. The Chairman of the Board shall have
such authority to terminate or remove officers as from time to time delegated by
the Board of Directors, and to delegate such authority further to other officers
of the Bank.

SECTION 6. SURETY. All officers and employees of the Bank who shall be
responsible for any moneys, funds or valuables of the Bank shall give bond, or
be covered by a blanket bond, in such penal sum and with such security as shall
be approved by the Board, conditioned for the faithful and honest discharge of
their duties as such officers or employees and that they will faithfully apply
and account for all such moneys, funds and valuables and deliver the same on
proper demand to the order of the Board of the Bank, or to the person or persons
authorized to receive the same.

ARTICLE V

SEAL

SECTION 1. DESCRIPTION. The following is a description of the Seal
adopted by the Board of the Bank:

Female with left arm resting on shield, bale of goods and sheaf of grain
at her side, ship and sea in the distance; the whole surrounded with the words,
"The First National Bank of Chicago".

SECTION 2. ATTESTATION. Any instrument which is executed for and on
behalf of the Bank by its duly authorized officers may, when necessary, be
attested and sealed with the corporate seal by any officer of the Bank other
than the officer who executes such instrument on behalf of the Bank.

<PAGE>

ARTICLE VI

TRANSFERS OF REAL ESTATE

Any Vice President or higher ranking officer shall have authority on
behalf of and in the name of the Bank, to execute any document or instrument and
to take action which may be necessary or appropriate to purchase, convey, lease,
or otherwise affect any real estate or interest in real estate owned or to be
owned by the Bank; provided, however, any document or instrument purchasing,
conveying or leasing real estate used or to be used by the Bank as banking
facilities must be executed by a Senior Vice President or higher ranking
officer, or any other officer designated by any of the foregoing. Any Assistant
Vice President or higher ranking officer shall have authority to execute and
deliver on behalf of and in the name of the Bank, releases of mortgages or trust
deeds.

ARTICLE VII

STOCK AND STOCK CERTIFICATES

SECTION 1. INCREASE OF STOCK. In the event of any increase in the
capital stock of the Bank the preemptive rights of the shareholders in respect
of any such increased stock shall be as set forth in Article FIFTH of the
Articles of Association.

Any warrants or certificates issuable to shareholders in connection with
any increase of the capital stock of the Bank, shall be delivered to the
respective shareholders entitled thereto, either by hand or by mail, first-class
postage prepaid, addressed to their respective addresses as shown on the books
of the Bank.

If, in the event of a sale of additional shares, any subscription rights
shall not have been exercised at the expiration of the specified subscription
period, such unsubscribed new shares may be issued and sold at such price, not
less than the par value thereof, to such persons and on such terms as the Board
of Directors may determine.

SECTION 2. TRANSFERS OF STOCK. The stock of the Bank shall be
assignable only upon the books of the Bank, subject to the restrictions of the
Act, and a transfer book shall be kept in which all assignments and transfers of
stock shall be made. Transfers of stock may be suspended preparatory to any
election or payment of any dividends.

SECTION 3. CERTIFICATES OF STOCK. Certificates of stock signed by any
Vice President or higher ranking officer and the Cashier or any Assistant
Cashier may be issued to shareholders, and the Certificates shall state upon the
face thereof that the stock is transferable only upon the books of the Bank. If
such Certificates are manually countersigned by two other officers of the Bank,
the signatures of the officers designated in the preceding sentence may be
facsimiles, engraved or printed. In case any officer who has signed or whose
facsimile signature has been placed upon such Certificates shall have ceased to
be such officer before such Certificates are issued, they may be issued by the
Bank with the same effect as if such officer had not ceased to be such at the
date of issue.

<PAGE>

In case of transfer of stock, new Certificates of stock shall not be
issued until other Certificate or Certificates of stock of an equal amount shall
first have been surrendered and cancelled.

Any one of the following officers of the Bank: the Chairman of the
Board, the President, or any Vice Chairman of the Board is each hereby
authorized to cause new Certificates of stock of the Bank to be issued to
replace Certificates reported to have been lost, stolen or destroyed, upon
receipt of: (a) appropriate affidavit or affidavits setting forth whether the
Certificates were lost, stolen or destroyed and the circumstances thereof, and
(b) a bond or bonds (blanket or otherwise) or an agreement or agreements of
indemnity, sufficient in the opinion of any of such officers to protect the
interests of the Bank issuing such new Certificates.

ARTICLE VIII

BANKING HOURS

The Bank shall be open for business during such days of the year and for
such hours as the Board of Directors or any officer of the Bank designated by
the Board of Directors may from time to time determine.

ARTICLE IX

CONTRACTS, CERTIFICATES OF DEPOSIT AND NOTES

SECTION 1. EXECUTION OF CONTRACTS. Any officer of the bank and such
other persons as may be authorized by the Board of Directors are severally and
respectively authorized to execute documents and to take action in the Bank's
name in connection with any and all transactions conducted in the ordinary
course of business of the Bank.

SECTION 2. CERTIFICATES OF DEPOSIT AND NOTES. Notwithstanding the
foregoing, all certificates of deposits and notes evidencing obligations of the
Bank shall be signed either manually or by facsimile signature by any officer of
the Bank, and, if such signature is not a manual signature, shall be validated
by the manual signature of another officer of the Bank whose signature does not
already appear on said certificate of deposit or note or by the authorized
officers of corporate fiduciaries or agents with whom the Board of Directors may
from time to time by resolution authorize the officers of the Bank to contract
for services in connection with the validation and delivery of certificates of
deposit or notes issued by the Bank.

ARTICLE X

VOTING RIGHTS

The vote of the Bank as stockholder in any corporation in which it may
hold stock or upon any securities carrying voting rights which it shall have the
right to vote in its individual

<PAGE>

capacity as a Bank, shall be cast at any stockholders' or shareholders' meeting
by any Vice President or higher ranking officer, or the Cashier, in person, or
by some person or persons authorized by written proxy signed by one of said
officers.

In all cases where shares of stock or other securities carrying voting
rights and owned by the Bank shall be held in the name of a nominee of the Bank,
any Vice President or higher ranking officer, or the Cashier, may authorize such
nominee to vote such stock or other securities in person, either unconditionally
or upon such terms, limitations, or conditions as such officer may direct, or
any such officer may authorize such nominee to execute a proxy to vote such
shares of stock or other securities carrying voting rights, either
unconditionally or upon such terms, conditions and/or limitations as such
officer shall approve.

ARTICLE XI

EXAMINATIONS

It shall be the duty of the General Auditor to examine, from time to
time, the various operations of the Bank, verify its assets and liabilities, and
perform such other procedures as are required to determine that the accounting
records are accurate and to ascertain whether the Bank is in a sound and solvent
condition. Major discrepancies and defalcations shall be reported to the Board
promptly and other reports shall be made directly to the Board when deemed
appropriate either by the General Auditor or the Board. In the event of the
death, resignation, absence or inability of the General Auditor, the Board of
Directors shall appoint a competent person who shall make such examinations and
reports, pending the election of a successor to the General Auditor or the
return of the General Auditor to his duties.

ARTICLE XII

BONDS OF INDEMNITY

Bonds of indemnity given to secure the issuance of duplicate or
substitute notes, bonds, stock certificates, checks, debentures or other
securities which may have been lost, destroyed or stolen or to secure the
payment of any such lost, destroyed or stolen securities or to secure the
payment by the Bank of funds deposited by any public authorities, shall be
executed by any Assistant Vice President or higher ranking officer, and, if
required, sealed with the corporate seal and attested by some other officer of
the Bank.

ARTICLE XIII

AUTHORITY TO SELL STOCKS, BONDS, ETC.

SECTION 1. U.S. OBLIGATIONS. Any Assistant Vice President or higher
ranking officer may at any time, in his discretion, sell, assign and transfer
any and all United States bonds now standing, or which may hereafter stand, in
the name of the Bank, and to appoint one or more

<PAGE>

attorneys for that purpose.

SECTION 2. OTHER OBLIGATIONS. Any Assistant Vice President or higher
ranking officer may at any time, in his discretion, sell, assign and transfer
any and all notes, bonds, certificates of indebtedness or obligations of any
corporation, firm or individual, which said notes, bonds, certificates of
indebtedness or obligations are now registered, or may hereafter be registered,
in the name of, or for the benefit of, the Bank, or are payable or indorsed to
the Bank.

SECTION 3. STOCK. Any Assistant Vice President or higher ranking
officer may at any time in his discretion, sell, assign and transfer to any
assignee or transferee, for and on behalf of the Bank and in its name, any and
all shares of capital stock of any corporation or corporations held by the Bank.

ARTICLE XIV

FIDUCIARY ACTIVITIES

1. AUTHORITY TO SIGN AS REGISTRAR, TRANSFER AGENT, ETC. Any officer of
the Bank shall have the right to sign, countersign, certify, register,
authenticate and identify all bonds, notes, interim certificates, and depositary
receipts, warrants, participation certificates, certificates of stock and
similar instruments for or in respect of which the Bank may be acting as
Trustee, Registrar, Transfer Agent or otherwise.

2. AUTHORITY TO VOTE STOCK. The vote of the Bank as stockholder in any
corporation or mutual fund in which it may hold capital stock in any fiduciary
capacity, unless the governing instrument directs otherwise, may be voted by any
officer of the Bank in person, electronically or by written proxy signed by one
of said officers.

3. AUTHORITY TO SELL, ASSIGN AND TRANSFER STOCKS, ETC. Any officer of
the Bank may sell, assign and transfer to any assignee or transferee for the
Bank and in its name, any and all shares of the capital stock or other
securities and obligations of any individual or entity held by the Bank in any
fiduciary capacity, and sign and deliver any instruments with respect to any
such items.

4. AUTHORITY TO SIGN CHECKS AND OTHER INSTRUMENTS. Any officer of the
Bank is authorized to sign for and on behalf of the Bank: checks against any
account or accounts of any organizational unit of the Bank exercising fiduciary
powers; petitions; schedules; accounts; reports; receipts for funds or
securities deposited with the Bank as fiduciary and all instruments or documents
that may be necessary or desirable in connection with the execution of any
fiduciary powers of the Bank.

5. DELEGATION OF AUTHORITY. Anything in this Article XIV to the
contrary notwithstanding, the Chairman of the Board is authorized to designate
in writing such persons as shall be authorized in the name of the Bank to sign
or countersign any or all of the documents and instruments enumerated in this
Article XIV relating to transactions conducted in connection

<PAGE>

with the execution of any fiduciary powers of the Bank.

ARTICLE XV

AMENDMENT OF BY-LAWS

These By-Laws may be changed or amended by the vote of a majority of the
directors present at any regularly constituted meeting of the Board of
Directors.

ARTICLE XVI

EMERGENCY OPERATION OF BANK

In the event of an emergency declared by the President of the United
States or the person performing his functions, due to threatened or actual enemy
attack or disaster, the officers and employees of the Bank will continue to
conduct the affairs of the Bank under such guidance from the directors as may be
available, except as to matters which by statute require specific approval of
the Board of Directors, and subject to conformance with any governmental
directives during the emergency.

ARTICLE XVII

DELEGATION OF AUTHORITY

Each of the Chairman of the Board, the President, any Vice Chairman of
the Board and the Cashier of the Bank are severally and respectively authorized
to designate in writing such persons who shall be authorized in the name and on
behalf of the Bank to sign any document or instrument, including certificates of
deposit and notes, and to take action which may be necessary or appropriate to
the conduct of the Bank's business, in its individual capacity or any other
capacity. Any such authorization to sign such document or instrument and to
take any action may be general or limited as is determined in the discretion of
the Chairman of the Board, the President, any Vice Chairman of the Board or the
Cashier.

<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

August 19, 1996

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between John Deere Capital
Corporation and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /s/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

<PAGE>

EXHIBIT 7

<S> <C> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------

</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

DOLLAR AMOUNTS IN C400 (-
-------- ------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------

<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . . . 0081 3,047,140 1.a.
b. Interest-bearing balances(2). . . . . . . . . . . . . . . . . . . 0071 8,488,390 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) . . . . 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D). . . 1773 997,155 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs: . . . . . . . . . . . . . . . . . . . . .
a. Federal Funds sold. . . . . . . . . . . . . . . . . . . . . . . . 0276 3,384,301 3.a.
b. Securities purchased under agreements to resell . . . . . . . . . 0277 685,531 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 16,884,488 4.a.
b. LESS: Allowance for loan and lease losses . . . . . . . . . . . . RCFD 3123 358,448 4.b.
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c). . . . . . . . . . . . . . . 2125 16,526,040 4.d.
5. Assets held in trading accounts. . . . . . . . . . . . . . . . . . . 3545 10,974,841 5.
6. Premises and fixed assets (including capitalized leases) . . . . . . 2145 592,581 6.
7. Other real estate owned (from Schedule RC-M) . . . . . . . . . . . . 2150 9,952 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . 2130 42,098 8.
9. Customers' liability to this bank on acceptances outstanding . . . . 2155 564,435 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . . . . 2143 96,463 10.
11. Other assets (from Schedule RC-F). . . . . . . . . . . . . . . . . . 2160 1,703,124 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . . 2170 47,112,051 12.

</TABLE>

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

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.

<PAGE>

<S> <C> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------

</TABLE>

SCHEDULE RC-CONTINUED

DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
-------------- ------------

<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) . . . . . . . . . . . . . . . . . . . RCON 2200 14,251,874 13.a.
(1) Noninterest-bearing(1). . . . . . . . . . . . . . . . . . . . RCON 6631 5,707,786 13.a.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . RCON 6636 8,544,088 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II). . . . . . . . . . . . . . . . RCFN 2200 12,839,836 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . . . . . . RCFN 6631 196,311 13.b.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . RCFN 6636 12,643,525 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased . . . . . . . . . . . . . . . . . . . . . RCFD 0278 2,692,008 14.a.
b. Securities sold under agreements to repurchase. . . . . . . . . . RCFD 0279 1,165,032 14.b.
15. a. Demand notes issued to the U.S. Treasury. . . . . . . . . . . . . RCON 2840 77,000 15.a.
b. Trading Liabilities . . . . . . . . . . . . . . . . . . . . . . . RCFD 3548 7,103,300 15.b.
16. Other borrowed money:
a. With original maturity of one year or less. . . . . . . . . . . . RCFD 2332 2,223,560 16.a.
b. With original maturity of more than one year . . . . . . . . . . RCFD 2333 144,665 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 283,041 17.
18. Bank's liability on acceptance executed and outstanding. . . . . . . RCFD 2920 564,435 18.
19. Subordinated notes and debentures. . . . . . . . . . . . . . . . . . RCFD 3200 1,275,000 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . RCFD 2930 1,411,087 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . . . . RCFD 2948 44,030,838 21.
22. Limited-Life preferred stock and related surplus . . . . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus. . . . . . . . . . . . RCFD 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) . . . . . . RCFD 3839 2,320,326 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . . RCFD 3632 559,707 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 730 26.b.
27. Cumulative foreign currency translation adjustments. . . . . . . . . RCFD 3284 (408) 27.
28. Total equity capital (sum of items 23 through 27). . . . . . . . . . RCFD 3210 3,081,213 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28). . . . . . . . . . . . . . . . RCFD 3300 47,112,051 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes
the most comprehensive level of auditing work performed for the bank by independent Number
external auditors as of any date during 1995. . . . . . . . . . . . . . . . . . . . . . . .RCFD 6724 2 M.1.

</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

- ------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.