1
                                                      PURSUANT TO RULE 424(b)(3)
                                                      REGISTRATION NO. 33-65674

 
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 4, 1993)
 
                                 $1,344,850,000
 
                         LEHMAN BROTHERS HOLDINGS INC.
                          Medium-Term Notes, Series E
                   Due Nine Months or More from Date of Issue
                            ------------------------
    Lehman Brothers Holdings Inc. (the "Company") may offer from time to time
its medium-term notes which are issuable in one or more series and may be
offered and sold either in the United States or outside the United States or
both simultaneously. The Medium-Term Notes, Series E (the "Notes") offered by
this Prospectus Supplement are offered in the United States in an aggregate
principal amount of up to $1,344,850,000 (or (i) the equivalent thereof in
foreign currencies or composite currencies, including the European Currency Unit
("ECU") (each, a "Foreign Currency"), or (ii) such greater amount, if Notes are
issued at an original issue discount, as shall result in aggregate gross
proceeds to the Company of $1,344,850,000), subject to reduction as a result of
the sale under certain circumstances of other Debt Securities. The foregoing
limit, however, may be increased by the Company if in the future it determines
that it may wish to sell additional Notes. Each Note will mature on a day that
is nine months or more from its Issue Date, as selected by the initial purchaser
and agreed to by the Company. Unless otherwise set forth in an accompanying
Pricing Supplement (a "Pricing Supplement") to this Prospectus Supplement, the
Notes will not be redeemable at the option of the Company or repayable at the
option of the Holder prior to their Stated Maturity.
 
    Each Note will be denominated in U.S. dollars or in units of a Foreign
Currency (the "Specified Currency") as specified in the applicable Pricing
Supplement. See "Important Currency Information" and "Currency Risks." Unless
otherwise specified in the applicable Pricing Supplement, Notes denominated in
U.S. dollars will be issued only in denominations of $100,000 or any amount in
excess thereof which is an integral multiple of $1,000. If the Notes are to be
denominated in a Foreign Currency, the authorized denominations and currency
exchange rate information will be set forth in the applicable Pricing
Supplement. The principal amount payable at Maturity and/or any interest or
premium on a Note may be determined by reference to the relationship between two
or more currencies, to the price of one or more specified securities or
commodities or to one or more securities or commodities exchange indices or
other indices or by other similar methods (an "Indexed Note"), as described in
the applicable Pricing Supplement. An Indexed Note, the principal amount payable
at Maturity and/or the interest rate of which is determined by reference to the
relationship between two currencies, two composite currencies or a currency and
a composite currency, is referred to herein as a Currency Indexed Note. See
"Description of Notes--Currency Indexed Notes" and "-- Other Indexed Notes and
Certain Terms Applicable to All Indexed Notes."
 
    Each Note will be represented by either a global security (a "Global
Security") registered in the name of a nominee of The Depository Trust Company,
as Depository (each such Note represented by a Global Security being referred to
herein as a "Book-Entry Note"), or a certificate issued in definitive form (a
"Certificated Note"), as set forth in the applicable Pricing Supplement.
Beneficial interests in Book-Entry Notes will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository and its
participants.
 
    Terms not otherwise provided in this Prospectus Supplement or in the
accompanying Prospectus will be established for each Note by the Company prior
to the date of issuance of such Note (the "Issue Date") and will be indicated in
an accompanying Pricing Supplement. The Pricing Supplement relating to each Note
will describe the following terms, as applicable: (1) the Specified Currency
with respect to such Note (and, if such Specified Currency is a Foreign Currency
(a "Foreign Specified Currency"), certain other terms relating to such Note);
(2) whether such Note is a Fixed Rate Note, a Floating Rate Note, an Amortizing
Note or an Original Issue Discount Note; (3) whether such Note is an Indexed
Note, and if so the special terms thereof; (4) the price (expressed as a
percentage of the aggregate initial public offering price thereof) at which such
Note will be issued to the public; (5) the Issue Date of such Note; (6) the
Stated Maturity of such Note; (7) if such Note is a Fixed Rate Note, the rate
per annum at which such Note will bear interest, if any; (8) if such Note is a
Floating Rate Note, the interest rate formula, the Initial Interest Rate, the
Interest Reset Dates, the Interest Payment Dates, the Index Maturity, the
maximum interest rate and the minimum interest rate, if any, the Spread or
Spread Multiplier, if any, Calculation Dates, Regular Record Dates and any other
terms relating to the Calculation Agent or to the particular method of
calculating the interest rate for such Note; (9) if such Note is an Amortizing
Note, the repayment information in respect thereof; (10) whether such Note is a
Renewable Note, and if so the special terms thereof; (11) whether the interest
rate on such Note may be reset upon the occurrence of certain events or at the
option of the Company; (12) whether such Note may be redeemed at the option of
the Company, or repaid at the option of the Holder, prior to its Stated
Maturity, and if so, the provisions relating to such redemption or repayment;
(13) whether such Note will be issued initially as a Book-Entry Note or a
Certificated Note; (14) certain special federal income tax consequences of the
purchase, ownership and disposition of certain Notes, if any; and (15) any other
terms of such Note not inconsistent with the provisions of the Indenture.
 
    Interest rates and interest rate formulas are subject to change by the
Company, but no such change will affect the interest rate on or interest rate
formula for any Note theretofore issued or which the Company has agreed to sell,
except as described herein under "Subsequent Interest Periods" and "Extension of
Maturity." Unless otherwise indicated in the applicable Pricing Supplement, the
Notes will bear interest at (i) a fixed rate or (ii) a floating rate or rates
determined by reference to the Commercial Paper Rate, the Federal Funds
Effective Rate, the CD Rate, LIBOR, the Prime Rate, the Treasury Rate or such
other interest rate formula as may be designated in an accompanying Pricing
Supplement, as adjusted by the Spread or Spread Multiplier, if any, applicable
to such Notes. Certain Notes issued at a discount from the principal amount
payable at Maturity thereof may provide that Holders of such Notes will not
receive periodic payments of interest. See "Description of Notes -- Original
Issue Discount Notes."
 
    Unless otherwise specified in the applicable Pricing Supplement, interest on
Fixed Rate Notes will be payable each February 15 and August 15 and at Maturity.
Interest on Floating Rate Notes will be payable on the dates indicated therein
and in the applicable Pricing Supplement. See "Description of Notes -- Interest
and Interest Rates."
                            ------------------------
 
 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.


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- ----------------------------------------------------------------------------------------------------------------------------------
                                         PRICE TO                      AGENT'S                            PROCEEDS TO
                                        PUBLIC (1)                 COMMISSIONS (2)                      COMPANY (2)(3)
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                     
 Per Note........................          100%                     .125% - .625%                      99.375% - 99.875%
- ----------------------------------------------------------------------------------------------------------------------------------
 Total...........................   $1,344,850,000(4)          $1,681,063 - $8,405,313        $1,336,444,687 - $1,343,168,937(4)
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------

 
(1) Unless otherwise indicated in a Pricing Supplement, Notes will be issued at
    100% of their principal amount.
(2) Unless otherwise indicated in a Pricing Supplement, the Company will pay
    Lehman Brothers Inc. ("Lehman Brothers"), as agent (together with Lehman
    Special Securities Inc., the "Agent"), a commission ranging from .125% to
    .625% of the principal amount of any Note, depending on its Stated Maturity,
    sold through the Agent, except that the commission payable by the Company to
    the Agent with respect to Notes with maturities of greater than 30 years
    will be negotiated at the time the Company issues such Notes. The Company
    may also sell Notes to the Agent as principal for resale to investors and
    other purchasers at varying prices related to prevailing market prices at
    the time of resale to be determined by the Agent. Unless otherwise specified
    in the applicable Pricing Supplement, any Note sold to the Agent as
    principal will be purchased by the 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 may be
    resold by the Agent. The Company may also sell Notes directly to investors
    on its own behalf, in which case no commission will be payable. The Company
    has agreed to indemnify the Agent against certain liabilities, including
    liabilities under the Securities Act of 1933, as amended.
(3) Before deducting other expenses payable by the Company estimated at
    $200,000.
(4) Including the U.S. dollar equivalent with respect to any Notes denominated
    in foreign or composite currencies.
                            ------------------------
 
    The Notes are offered on a continuing basis by the Company through the
Agent, which has agreed to use reasonable best efforts to solicit purchases of
the Notes. The Notes will not be listed on any securities exchange, and there
can be no assurance that the Notes offered by this Prospectus Supplement will be
sold or that there will be a secondary market for the Notes. The Company
reserves the right to withdraw, cancel or modify the offer made hereby without
notice. The Company or the Agent may reject any offer to purchase Notes in whole
or in part. See "Plan of Distribution of Notes".
 
    This Prospectus Supplement and the accompanying Prospectus may also be used
by Lehman Brothers Inc. or Lehman Special Securities Inc. ("LSSI"), each a
subsidiary of the Company, in connection with offers and sales of the Notes
related to marketmaking transactions, by and through Lehman Brothers and/or
LSSI, at negotiated prices related to prevailing market prices at the time of
sale or otherwise. Lehman Brothers and/or LSSI may act as principal or agent in
such transactions.
                            ------------------------
                                LEHMAN BROTHERS
March 4, 1994
   2
 
                              DESCRIPTION OF NOTES
 
     The following description of the particular terms of the Notes offered
hereby supplements and to the extent inconsistent therewith replaces the
description of the general terms of the Debt Securities set forth under the
heading "Description of Debt Securities" in the accompanying Prospectus. For a
description of the rights attaching to different series of Debt Securities under
the Indenture, see "Description of Debt Securities" in the Prospectus. The Notes
constitute "Senior Debt" as defined in the accompanying Prospectus.
 
     Certain capitalized terms used herein have the meanings ascribed thereto in
the accompanying Prospectus. Reference is also made to the Glossary for certain
defined terms used herein and the locations of other defined terms used herein.
 
     Currency amounts in this Prospectus Supplement, the accompanying Prospectus
and any Pricing Supplement are stated in United States dollars ("$", "dollars",
"U.S. dollars" or "U.S.$"), unless otherwise indicated.
 
GENERAL
 
     The Notes constitute a single series of Debt Securities for purposes of the
Indenture under which they are to be issued and are limited to an aggregate
principal amount of $1,344,850,000 (or (i) the equivalent thereof in Foreign
Currencies or (ii) such greater amount, if Notes are issued at an original issue
discount, as shall result in aggregate gross proceeds to the Company of
$1,344,850,000), subject to reduction as a result of the sale under certain
circumstances of other Debt Securities. The foregoing limit, however, may be
increased by the Company if in the future it determines that it may wish to sell
additional Notes. The Company may from time to time sell additional series of
Debt Securities (as defined in the accompanying Prospectus), including
additional series of medium-term notes. See "Plan of Distribution of Notes."
 
     The Notes will be offered on a continuing basis and will mature on a day
nine months or more from their Issue Date, as specified in an applicable Pricing
Supplement. The Notes, other than Amortizing Notes, will not be subject to any
sinking fund nor will the Notes be redeemable at the option of the Company or
repayable at the option of the Holder prior to their Stated Maturity, unless
otherwise provided in an applicable Pricing Supplement.
 
     Unless otherwise specified for Notes denominated in a Foreign Currency or
as otherwise specified in an applicable Pricing Supplement, the Notes will be
issuable only in fully registered form in denominations of $100,000 and integral
multiples of $1,000 in excess thereof. If any of the Notes are to be denominated
in a Foreign Currency, or if the principal of and premium, if any, and any
interest on any of the Notes is to be payable at the option of the Holder or the
Company in a currency, including a currency unit, other than that in which such
Note is denominated, the applicable Pricing Supplement will provide additional
information, including applicable exchange rate information, pertaining to the
terms of such Notes and other matters of interest to the holders thereof.
 
     Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note. Except as set forth in the accompanying Prospectus under
"Description of Debt Securities -- Global Securities" or in the applicable
Pricing Supplement, Book-Entry Notes will not be issuable in definitive form.
Unless otherwise specified in the applicable Pricing Supplement, Indexed Notes
and Dual Currency Notes will only be issued as Certificated Notes. See
"Book-Entry Notes." Certificated Notes may be presented for registration of
transfer or exchange at the Corporate Trust Office.
 
PAYMENT CURRENCY
 
     Unless otherwise specified in the applicable Pricing Supplement, and except
as otherwise described herein with respect to Currency Indexed Notes and Dual
Currency Notes, the Notes will be denominated in U.S. dollars and payments of
principal, premium, if any, and interest will be made in U.S. dollars. The
principal of, premium, if any, and interest on each Note denominated in a
Foreign Currency is payable by the Company in U.S. dollars based on the
equivalent of that Foreign Currency converted into U.S. dollars. If a
 
                                       S-2
   3
 
Note is denominated in a Foreign Currency, the Company will (unless otherwise
specified in the applicable Pricing Supplement) appoint an agent (the "Exchange
Rate Agent") to determine the exchange rate for converting all payments in
respect of such Note into U.S. dollars in the manner described in the following
paragraph. Unless otherwise specified in the applicable Pricing Supplement,
Lehman Brothers Inc., or an affiliate, will act as the Exchange Rate Agent.
Notwithstanding the foregoing, the Holder of a Note denominated in a Foreign
Currency may (if the applicable Pricing Supplement and Note so indicate) elect
to receive all such payments in the Foreign Currency by delivery of a written
request to the Trustee (or to any duly appointed Paying Agent) at the Corporate
Trust Office not later than 10 calendar days prior to the applicable payment
date, and such election will remain in effect for such Holder until revoked by
written notice to the Trustee (or to any such Paying Agent) at the Corporate
Trust Office received not later than 10 calendar days prior to the applicable
payment date; provided, however, no such election or revocation may be made with
respect to payments on any Note with respect to which (i) an Event of Default
(as defined in the accompanying Prospectus) has occurred, (ii) the Company has
exercised any discharge or defeasance options or (iii) the Company has given a
notice of redemption. In the event any Holder makes any such election pursuant
to the preceding sentence, such election will not be effective on any transferee
of such Holder and such transferee shall be paid in U.S. dollars unless such
transferee makes an election pursuant to the preceding sentence; provided,
however, that, unless otherwise specified in the applicable Pricing Supplement,
such election, if in effect while funds are on deposit with the Trustee to
satisfy and discharge such Note in accordance with the provisions of the
Indenture, will be effective on any transferee of such Holder. Unless otherwise
specified in the applicable Pricing Supplement, payment of principal of,
premium, if any, and interest on Notes to be made in a Foreign Specified
Currency will be made to an account maintained by the Holder of such Notes at a
bank in the country which issues such Foreign Specified Currency (or, if such
Foreign Specified Currency is a composite currency, at a bank outside the United
States that accepts deposits in such Foreign Specified Currency).
 
     Unless otherwise specified in the applicable Pricing Supplement, the amount
of U.S. dollars payable in respect of a Note denominated in a Foreign Currency
will be determined by the Exchange Rate Agent based on the indicative quotation
in The City of New York selected by the Exchange Rate Agent at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date that yields the least number of U.S. dollars upon
conversion of such Foreign Currency. Unless otherwise specified in the
applicable Pricing Supplement, such selection shall be made from among the
quotations appearing on the bank composite or multi-contributor pages of the
Reuters Monitor Foreign Exchange Service or, if not available, the Telerate
Monitor Foreign Exchange Service. If such quotations are unavailable from either
such foreign exchange service, such selection shall (unless otherwise specified
in the applicable Pricing Supplement) be made from the quotations received by
the Exchange Rate Agent from no more than three nor less than two recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent and approved by the Company (one of which may be the Exchange Rate Agent)
for the purchase by the quoting dealer, for settlement on such payment date, of
the aggregate amount of such Foreign Currency payable on such payment date in
respect of all Notes denominated in such Foreign Currency and for which the
applicable dealer commits to execute a contract. If no such bid quotations are
available, payments will be made in the Foreign Currency.
 
     Unless otherwise specified in the applicable Pricing Supplement, if payment
on a Note is required to be made in a Foreign Specified Currency and such
currency is unavailable to the Company for making payments thereof due to the
imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country which issued such
currency or for the settlement of transactions by public institutions of or
within the international banking community, then the Company will be entitled to
make payments with respect to such Note in U.S. dollars until such Foreign
Currency is again available or so used. The amount so payable on any date in
such Foreign Currency shall be converted into U.S. dollars at a rate determined
by the Exchange Rate Agent on the basis of the noon buying rate in The City of
New York for cable transfers in the Foreign Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate")
for such Foreign Currency on the second Business Day prior to such payment date,
or on such other basis as shall be specified in the applicable Pricing
Supplement. In the event such Market Exchange Rate is not then available, the
Company will be entitled to
 
                                       S-3
   4
 
make payments in U.S. dollars (i) if such Foreign Currency is not a composite
currency, on the basis of the most recently available Market Exchange Rate for
such Foreign Currency or (ii) if such Foreign Currency is a composite currency,
including, without limitation, the ECU, in an amount determined by the Exchange
Rate Agent to be the sum of the results obtained by multiplying the number of
units of each component currency of such composite currency, as of the most
recent date on which such composite currency was used, by the Market Exchange
Rate for such component currency on the second Business Day prior to such
payment date (or if such Market Exchange Rate is not then available, by the most
recently available Market Exchange Rate for such component currency, or as
otherwise specified in the applicable Pricing Supplement). Any payment in
respect of such Note made under such circumstances in U.S. dollars will not
constitute an Event of Default under the Indenture.
 
     If the official unit of any component currency 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 original component currency as a
component shall be replaced by the amounts of such two or more currencies having
an aggregate value on the date of division equal to the amount of the former
component currency immediately before such division.
 
     In the event of an official redenomination of the Specified Currency, the
Denominated Currency, the Indexed Currency or the Optional Payment Currency
(including without limitation, an official redenomination of any such currency
that is a composite currency), the obligations of the Company to make payments
in or with reference to such currency shall, in all cases, be deemed immediately
following such redenomination to be obligations to make payments in or with
reference to that amount of redenominated currency representing the amount of
such currency immediately before such redenomination. Except to the extent
Indexed Notes provide for the adjustment of the amount of principal or interest
payable in respect of such Notes pursuant to application of the formulas
described under "Currency Indexed Notes," or any other formula provided for in
the applicable Pricing Supplement, Notes will not provide for any adjustment to
any amount payable under such Notes as a result of (a) any change in the value
of the Specified Currency thereof relative to any other currency due solely to
fluctuations in exchange rates or (b) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
 
     All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion (except to the extent expressly provided herein that
any determination is subject to the approval of the Company). In the absence of
manifest error, such determinations shall be conclusive for all purposes and
binding on holders of the Notes and the Exchange Rate Agent shall have no
liability therefor.
 
     All currency exchange costs will be borne by the holders of the applicable
Notes by deduction from the payments made thereon.
 
PAYMENT OF PRINCIPAL AND INTEREST
 
     Interest, if any, on the Notes will be payable on each Interest Payment
Date and at Maturity. Principal of and premium, if any, on the Notes will be
payable at Maturity.
 
     Unless otherwise specified in the applicable Pricing Supplement, the
interest payable on any Interest Payment Date will, as provided in the
Indenture, be paid to each person in whose name a Note (or one or more
predecessor Notes) is registered at the close of business on the Regular Record
Date (whether or not a Business Day) next preceding such Interest Payment Date;
provided that, notwithstanding any provision of the Indenture to the contrary,
interest payable on any date of Maturity shall be payable to the Person to whom
principal shall be payable; and provided, further, that, unless otherwise
specified in the applicable Pricing Supplement, in the case of a Note initially
issued between a Regular Record Date and the Interest Payment Date relating to
such Regular Record Date, interest for the period beginning on the Issue Date
and ending on such Interest Payment Date shall be paid on the Interest Payment
Date following the next succeeding Regular Record Date to the Holder on such
next succeeding Regular Record Date.
 
                                       S-4
   5
 
     Unless otherwise specified in the applicable Pricing Supplement and except
as stated below, all interest payments with respect to Certificated Notes and
all principal payments with respect to Amortizing Notes which are Certificated
Notes (in each case other than interest and, in the case of Amortizing Notes,
principal payable at Maturity), will be made by wire transfer or by check;
provided that a Holder of $10,000,000 or more in aggregate principal amount of
Certificated Notes of like tenor and term (or a Holder of the equivalent thereof
in a Foreign Currency) shall be entitled to receive such interest (and, in the
case of Amortizing Notes, principal payments) in immediately available funds,
but only if complete and appropriate instructions have been received in writing
by the Trustee (or any duly appointed Paying Agent) on or prior to the
applicable Regular Record Date. Simultaneously with the election by any Holder
of a Note to receive payments in a Foreign Currency as provided under "Payment
Currency" above, such Holder may, if so entitled as described above, elect to
receive such payments in immediately available funds by providing complete and
appropriate instructions to the Trustee (or any duly appointed Paying Agent),
and all payments of principal of, premium, if any, and interest on such Note
will be made in immediately available funds to an account at a bank outside the
United States or as otherwise specified in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, payments
of principal, premium, if any, and interest payable at Maturity with respect to
Certificated Notes will be made in immediately available funds (unless otherwise
specified in the applicable Pricing Supplement, payable to an account at a bank
outside the United States if payable in a Foreign Currency) upon surrender of
the Note at the Corporate Trust Office, provided that the Note is presented to
the Trustee (or any duly appointed Paying Agent) in time for the Trustee (or any
such Paying Agent) to make such payments in such funds in accordance with its
normal procedures.
 
     Unless otherwise specified in the applicable Pricing Supplement, payments
of interest on a Book-Entry Note, and principal of Amortizing Notes that are
Book-Entry Notes (in each case, other than at Maturity), will be made in
same-day funds in accordance with existing arrangements between the Trustee (or
any duly appointed Paying Agent) and the Depository. Unless otherwise specified
in the applicable Pricing Supplement, any principal, premium and/or interest
payable at Maturity of a Book-Entry Note will be paid by the Trustee (or any
such Paying Agent) by wire transfer in immediately available funds to an account
specified by the Depository (which account, unless otherwise provided in the
applicable Pricing Supplement, will be at a bank located outside the United
States if payable in a Foreign Currency). The Depository will allocate payments
received by it to each Book-Entry Note and make payments to the holders thereof
in accordance with its existing operating procedures. Neither the Company nor
the Trustee (nor any such Paying Agent) shall have any responsibility or
liability for such payments by the Depository.
 
     In the event that any Interest Payment Date and/or Maturity date of any
Fixed Rate Note is not a Business Day, principal, premium and/or interest
payable at such date will be paid upon the next succeeding Business Day with the
same effect as if paid on such Interest Payment Date or such Maturity date, as
the case may be, and no additional interest shall accrue as a result of such
delayed payments. In the event that any Interest Payment Date and/or Maturity
date of any Floating Rate Note is not a Business Day, principal, premium and/or
interest payable at such date will be paid upon the next succeeding Business Day
with the same effect as if such Business Day were such Interest Payment Date
and/or Maturity date, and no interest shall accrue for the period from and after
such Interest Payment Date and/or Maturity date to such next succeeding Business
Day, except that in the case of a LIBOR Note, if such next succeeding Business
Day falls in the next calendar month, such Interest Payment Date and/or Maturity
date shall be the preceding day that is a Business Day with respect to such
Note.
 
     The Company will pay any administrative costs imposed by banks in
connection with making payments in immediately available funds, but any tax,
assessment or governmental charge imposed upon payments, including, without
limitation, any withholding tax, will be borne by the holders of the Notes in
respect of which such payments are made.
 
                                       S-5
   6
 
INTEREST AND INTEREST RATES
 
     Each Note will bear interest from its Issue Date at the annual rate, or at
a rate determined pursuant to an interest rate formula, stated therein and in
the applicable Pricing Supplement, until the principal thereof is paid or made
available for payment, except as described below under "Subsequent Interest
Periods" and "Extension of Maturity."
 
     Interest rates and interest rate formulas are subject to change by the
Company from time to time but no such change will affect any Note theretofore
issued or which the Company has agreed to sell, except as described below under
"Subsequent Interest Periods" and "Extension of Maturity." Unless otherwise
indicated in the applicable Pricing Supplement, the Interest Payment Dates and
the Regular Record Dates for Fixed Rate Notes shall be as described below under
"Fixed Rate Notes." The Interest Payment Dates for Floating Rate Notes shall be
as indicated in the applicable Pricing Supplement, and unless otherwise
specified in the applicable Pricing Supplement, each Regular Record Date for a
Floating Rate Note will be the fifteenth day (whether or not a Business Day)
next preceding each Interest Payment Date.
 
     Each Note will bear interest at either (a) a per annum fixed rate, in which
case such Note will be a "Fixed Rate Note," or (b) a floating rate determined by
reference to an interest rate formula which may be adjusted by a Spread or
Spread Multiplier, if any, in which case such Note will be a "Floating Rate
Note." 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 of
interest which may accrue during any interest period; and (ii) a minimum
numerical interest rate limitation, or floor, on the rate of interest which may
accrue during any interest period. The applicable Pricing Supplement will
designate one of the following interest rate bases as applicable to each
Floating Rate Note: (a) the Commercial Paper Rate in which case such Note will
be a "Commercial Paper Rate Note," (b) the Federal Funds Effective Rate in which
case such Note will be a "Federal Funds Effective Rate Note," (c) the CD Rate in
which case such Note will be a "CD Rate Note," (d) LIBOR in which case such Note
will be a "LIBOR Note," (e) the Prime Rate in which case such Note will be a
"Prime Rate Note," (f) the Treasury Rate in which case such Note will be a
"Treasury Rate Note" or (g) such other interest rate formula as is set forth in
such Pricing Supplement.
 
     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, with certain exceptions, is 25% per annum (calculated, in each case,
on a simple interest basis). This limit does not apply to loans of $2,500,000 or
more.
 
FIXED RATE NOTES
 
     Each Fixed Rate Note will bear interest from its Issue Date at the annual
rate stated on the face thereof. Unless otherwise indicated in the applicable
Pricing Supplement, the Interest Payment Dates for the Fixed Rate Notes (other
than Amortizing Notes) will be February 15 and August 15 of each year and the
Regular Record Dates will be February 1 and August 1 of each year. Unless
otherwise indicated in the applicable Pricing Supplement, interest on Fixed Rate
Notes will be computed and paid on the basis of a 360-day year of twelve 30-day
months.
 
     Unless otherwise specified in the applicable Pricing Supplement, principal
of and interest on each Amortizing Note will be payable either quarterly on each
February 15, May 15, August 15 and November 15, or semi-annually on each
February 15 and August 15, as set forth in the applicable Pricing Supplement,
and at Maturity. 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. A table setting forth repayment information in respect
of each Amortizing Note will be set forth in the applicable Pricing Supplement.
 
FLOATING RATE NOTES
 
     Except for the period from the Issue Date to the first Interest Reset Date
set forth in the applicable Pricing Supplement, the interest rate on each
Floating Rate Note will be equal to either (i) the interest rate calculated by
reference to the specified interest rate formula (as specified in the applicable
Pricing
 
                                       S-6
   7
 
Supplement) plus or minus the Spread, if any, or (ii) the interest rate
calculated by reference to the specified interest rate formula multiplied by the
Spread Multiplier, if any. The applicable Pricing Supplement will specify the
interest rate basis and the Spread or Spread Multiplier, if any, and the maximum
or minimum interest rate limitation, if any, applicable to each Floating Rate
Note. In addition, such Pricing Supplement may contain particulars as to the
Calculation Agent, Calculation Dates, Index Maturity, Initial Interest Rate,
Interest Determination Dates, Interest Payment Dates, Regular Record Dates and
Interest Reset Dates with respect to such Note.
 
     Except as provided below or as set forth in an applicable Pricing
Supplement, interest on Floating Rate Notes will be payable in the case of
Floating Rate Notes with a daily, weekly or monthly Interest Reset Date on the
third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year, as specified in the applicable Pricing
Supplement; in the case of Floating Rate Notes with a quarterly Interest Reset
Date, on the third Wednesday of the four months of each year specified in the
applicable Pricing Supplement; in the case of Floating Rate Notes with a
semi-annual Interest Reset Date, on the third Wednesday of the two months of
each year specified in the applicable Pricing Supplement; and in the case of
Floating Rate Notes with an annual Interest Reset Date, on the third Wednesday
of the one month of each year specified in the applicable Pricing Supplement.
 
     The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (each an "Interest Reset
Date"), as specified in the applicable Pricing Supplement. The Interest Reset
Date will be, in the case of Floating Rate Notes which reset daily, each
Business Day; in the case of Floating Rate Notes (other than Treasury Rate
Notes) which reset weekly, the Wednesday of each week; in the case of Treasury
Rate Notes which reset weekly, the Tuesday of each week; in the case of Floating
Rate Notes which reset monthly, the third Wednesday of each month; in the case
of Floating Rate Notes which reset quarterly, the third Wednesday of the four
months of each year specified in the applicable Pricing Supplement; in the case
of Floating Rate Notes which reset semi-annually, the third Wednesday of the two
months of each year specified in the applicable Pricing Supplement; and in the
case of Floating Rate Notes which reset annually, the third Wednesday of the one
month of each year specified in the applicable Pricing Supplement; provided,
however, that (i) the interest rate in effect from the Issue Date to the first
Interest Reset Date with respect to a Floating Rate Note will be the Initial
Interest Rate (as set forth in the applicable Pricing Supplement) and (ii) the
interest rate in effect for the ten days immediately prior to Maturity will be
that in effect on the tenth day preceding such Maturity. 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 (or in the case of a LIBOR Note, a day that is
not a London Banking Day), the Interest Reset Date for such Floating Rate Note
shall be postponed to the next day that is a Business Day (or in the case of a
LIBOR Note, to the next day that is a London Banking Day) for such Floating Rate
Note, except that in the case of a LIBOR Note, if such London Banking Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding London Banking Day. If an auction date for Treasury bills
shall fall on any Interest Reset Date for a Treasury Rate Note, then such
Interest Reset Date shall instead be the first Business Day immediately
following such auction date.
 
     Unless otherwise specified in the applicable Pricing Supplement, the
Interest Determination Date pertaining to an Interest Reset Date will be (a)
such Interest Reset Date for a Prime Rate Note (the "Prime Interest
Determination Date") and (b) the Business Day preceding such Interest Reset Date
for a Commercial Paper Rate Note (the "Commercial Paper Interest Determination
Date"), a Federal Funds Effective Rate Note (the "Federal Funds Interest
Determination Date") or a CD Rate Note (the "CD Interest Determination Date").
Unless otherwise specified in the applicable Pricing Supplement, the Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR Note (the
"LIBOR Interest Determination Date") will be the second London Banking Day
preceding such Interest Reset Date. Unless otherwise specified in the applicable
Pricing Supplement, the Interest Determination Date pertaining to an Interest
Reset Date for a Treasury Rate Note (the "Treasury Interest Determination Date")
will be the day of the week in which such Interest Reset Date falls on which
Treasury bills of the applicable Index Maturity 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
 
                                       S-7
   8
 
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
Treasury Interest Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week.
 
     Unless otherwise specified in the applicable Pricing Supplement, Floating
Rate Notes will mature on an Interest Payment Date. Unless otherwise specified
in the applicable Pricing Supplement, the interest payable on each Interest
Payment Date or at Maturity for Floating Rate Notes will be the amount of
interest accrued from and including the Issue Date or from and including the
last Interest Payment Date to which interest has been paid, as the case may be,
to, but excluding, such Interest Payment Date or the date of Maturity, as the
case may be; provided, however, that in the case of a Floating Rate Note on
which interest is reset daily or weekly, interest payable on each Interest
Payment Date will be the amount of interest accrued from and including the Issue
Date or from and excluding the last date to which interest has been paid, as the
case may be, to, and including, the Regular Record Date immediately preceding
such Interest Payment Date, except that at Maturity the interest payable will
include interest accrued to, but excluding, the date of Maturity. Accrued
interest from the Issue Date or from the last date to which interest has been
paid is calculated by multiplying the face amount of a Note by an accrued
interest factor. This accrued interest factor is computed by adding the interest
factors calculated for each day from the Issue Date or from the last date to
which interest has been paid, to the date for which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable to such date by 360, in the case of Commercial Paper
Rate Notes, Federal Funds Effective Rate Notes, CD Rate Notes, LIBOR Notes and
Prime Rate Notes, or by the actual number of days in the year, in the case of
Treasury Rate Notes. The interest rate applicable to any day that is an Interest
Reset Date is the interest rate as determined, in accordance with the procedures
hereinafter set forth, with respect to the Interest Determination Date
pertaining to such Interest Reset Date. The interest rate applicable to any
other day is the interest rate for the immediately preceding Interest Reset Date
(or, if none, the Initial Interest Rate).
 
     Unless otherwise specified in the applicable Pricing Supplement, all
percentages resulting from any calculation of the rate of interest on a Floating
Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percent (.0000001), with five one-millionths of a percentage point rounded
upward, and all currency amounts used in or resulting from such calculation on
Floating Rate Notes will be rounded to the nearest one-hundredth of a unit (with
five one-thousandths of a unit being rounded upwards).
 
     The Calculation Agent will, upon the request of the Holder of any Floating
Rate Note, provide the interest rate then in effect and, if determined, the
interest rate which will become effective as a result of a determination made on
the most recent Interest Determination Date with respect to such Note. For
purposes of calculating the rate of interest payable on Floating Rate Notes, the
Company will enter into an agreement with the Calculation Agent.
 
  Commercial Paper Rate Notes
 
     A Commercial Paper Rate Note will bear interest at the interest rate
(calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any) specified in the Commercial Paper Rate Note and in the
applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Commercial Paper Interest
Determination Date, the Money Market Yield (calculated as described below) of
the rate on that date for commercial paper having the applicable Index Maturity
as such rate is published in H.15(519) under the heading "Commercial Paper." If
such rate is not published by 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Commercial Paper Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Commercial Paper Interest Determination Date for commercial paper having the
applicable Index Maturity as published in Composite Quotations under the heading
"Commercial Paper." If such rate is not yet published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on such Calculation Date,
then the Commercial Paper Rate for such Commercial Paper Interest Determination
Date shall be calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of
 
                                       S-8
   9
 
the offered rates as of 11:00 A.M., New York City time, on such Commercial Paper
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
Company for commercial paper having the applicable Index Maturity, placed for
industrial issuers 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 Commercial Paper Rate for the applicable period
will be the Commercial Paper Rate in effect on such Commercial Paper Interest
Determination Date.
 
     "Money Market Yield" shall be a yield calculated in accordance with the
following formula:
 
                               
                             D X 360
    Money Market Yield =  360 - (D X M)  X 100

    
 
where "D" refers to the per annum rate for the 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 Effective Rate Notes
 
     A Federal Funds Effective Rate Note will bear interest at the interest rate
(calculated with reference to the Federal Funds Effective Rate and the Spread or
Spread Multiplier, if any) specified in the Federal Funds Effective Rate Note
and in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, "Federal
Funds Effective Rate" means, with respect to any Federal Funds Interest
Determination Date, the rate on that day for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if not so published
by 9:00 A.M., New York City time, on the Calculation Date pertaining to such
Federal Funds Interest Determination Date, the Federal Funds Effective Rate will
be the rate on such Federal Funds Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective Rate." If such
rate is not yet published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Federal
Funds Interest Determination Date, then the Federal Funds Effective Rate for
such Federal Funds Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates as of 11:00 A.M.,
New York City time, on such Federal Funds Interest Determination Date for the
last transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent after consultation with the Company; provided, however, that if the
brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Effective Rate for the applicable
period will be the Federal Funds Effective Rate in effect on such Federal Funds
Interest Determination Date.
 
  CD Rate Notes
 
     A CD Rate Note will bear interest at the interest rate (calculated with
reference to the CD Rate and the Spread or Spread Multiplier, if any) specified
in the CD Rate Note and in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, "CD Rate"
means, with respect to any CD Interest Determination Date, the rate on such date
for negotiable certificates of deposit having the applicable Index Maturity as
published in H.15(519) under the heading "CDs (Secondary Market)" or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such CD Interest Determination Date, the CD Rate will be the rate on such CD
Interest Determination Date for negotiable certificates of deposit of the
applicable Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit." If such rate is not yet published in either H.15(519)
or Composite Quotations by 3:00 P.M., New York City time, on such Calculation
Date, then the CD Rate for such CD Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of the opening of business, New York City
time, on such CD Interest Determination Date, of three leading nonbank dealers
in negotiable U.S. dollar certificates of deposit in The
 
                                       S-9
   10
 
City of New York selected by the Calculation Agent after consultation with the
Company for negotiable certificates of deposit of major United States money
center banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the applicable
Index Maturity 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 CD Rate for the applicable period will be the CD
Rate in effect on such CD Interest Determination Date.
 
  LIBOR Notes
 
     A LIBOR Note will bear interest at the interest rate (calculated with
reference to LIBOR and the Spread or Spread Multiplier, if any) specified in the
LIBOR Note and in the applicable Pricing Supplement.
 
     With respect to LIBOR Notes indexed to the offered rate for U.S. dollar or
Foreign Currency deposits, unless otherwise indicated in the applicable Pricing
Supplement, "LIBOR" means the rate determined by the Calculation Agent as
follows:
 
     (a) With respect to a LIBOR Interest Determination Date, LIBOR will be, as
specified in the applicable Pricing Supplement, either (i) the arithmetic mean
of the offered rates for deposits in U.S. dollars for the period (commencing on
the Interest Reset Date) of the applicable Index Maturity which appear on the
Reuters Screen LIBO Page at approximately 11:00 A.M., London time, on such LIBOR
Interest Determination Date, if at least two such offered rates appear on the
Reuters Screen LIBO Page ("LIBOR Reuters"), or (ii) the offered rate for
deposits in U.S. dollars or the applicable Foreign Currency specified in the
applicable Pricing Supplement for the period (commencing on the Interest Reset
Date) of the applicable Index Maturity which appears on the Telerate Page 3740
or the Telerate Page 3750, as applicable, at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date ("LIBOR Telerate"). If neither
LIBOR Reuters nor LIBOR Telerate is specified in the applicable Pricing
Supplement, LIBOR will be determined as if LIBOR Telerate had been specified.
 
     (b) With respect to a LIBOR Interest Determination Date on which fewer than
two offered rates appear on the Reuters Screen LIBO Page as specified in (a)(i)
above, or on which no rate appears on the Telerate Page 3740 or the Telerate
Page 3750, as applicable, as specified in (a)(ii) above, as applicable, the
Calculation Agent will request the principal London office of each of four major
banks in the London interbank market, as selected by the Calculation Agent after
consultation with the Company, to provide the Calculation Agent with its offered
quotation for deposits in the applicable currency for the period (commencing on
the Interest Reset Date) of the applicable Index Maturity to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such LIBOR
Interest Determination Date and in a principal amount equal to an amount of not
less than $1,000,000 (or the equivalent thereof in the applicable currency if
such currency is a Foreign Currency) that is representative of a single
transaction in such market at such time. If at least two such quotations are
provided, LIBOR in respect of such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two such quotations are
provided, LIBOR in respect of such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City
time, on such LIBOR Interest Determination Date by three major banks in The City
of New York selected by the Calculation Agent after consultation with the
Company for loans in the applicable currency to leading European banks, for the
period (commencing on the Interest Reset Date) of the applicable Index Maturity
and in a principal amount equal to an amount of not less than $1,000,000 (or the
equivalent thereof in the applicable currency if such currency is a Foreign
Currency) that is representative of 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, LIBOR for the applicable period will be LIBOR as in effect on such
LIBOR Interest Determination Date.
 
                                      S-10
   11
 
  Prime Rate Notes
 
     A Prime Rate Note will bear interest at the interest rate (calculated with
reference to the Prime Rate and the Spread or Spread Multiplier, if any)
specified in the Prime Rate Note and in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, "Prime
Rate" means, with respect to any Prime Interest Determination Date, the rate on
that day as published in H.15(519) under the heading "Bank Prime Loan" or, if
not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Prime 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 NYMF
Page as such bank's prime rate or base lending rate as in effect for such Prime
Interest Determination Date. If fewer than four such rates but more than one
such rate appear on the Reuters Screen NYMF Page for such Prime 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 Prime Interest Determination Date by four major money center banks in The
City of New York selected by the Calculation Agent after consultation with the
Company. If fewer than two such rates appear on the Reuters Screen NYMF Page,
the Prime Rate will be calculated by the Calculation Agent and will be the
arithmetic mean of the prime rates in effect for such Prime Interest
Determination Date as furnished in The City of New York by at least three
substitute banks or trust companies 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 $500,000,000 and being subject to supervision or examination
by federal or state authority, selected by the Calculation Agent after
consultation with the Company to provide such rate or rates; provided, however,
that if the banks or trust companies selected as aforesaid are not quoting as
mentioned in this sentence, the Prime Rate for the applicable period will be the
Prime Rate in effect on such Prime Interest Determination Date.
 
  Treasury Rate Notes
 
     A Treasury Rate Note will bear interest at the interest rate (calculated
with reference to the Treasury Rate and the Spread or Spread Multiplier, if any)
specified in the Treasury Rate Note and in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Treasury Interest Determination Date, the rate
for the auction held on such Treasury Interest Determination Date of direct
obligations of the United States ("Treasury bills") having the applicable Index
Maturity as published in H.15(519) under the heading "U.S. Government
Securities -- Treasury bills -- auction average (investment)" or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Treasury Interest Determination Date, the auction average 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) as otherwise announced by the Treasury
Department. In the event that the results of the auction of Treasury bills
having the applicable Index Maturity are not published or reported as provided
above by 3:00 P.M., New York City time, on such Calculation Date or if no such
auction is held on such Treasury Interest Determination Date, then the Treasury
Rate shall be calculated by the Calculation Agent and shall 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 approximately 3:30 P.M., New York City time,
on such Treasury Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent after
consultation with the Company for the issue of Treasury bills with a remaining
maturity closest to the applicable Index Maturity; provided, however, that if
the dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Treasury Rate for the applicable period will be
the Treasury Rate in effect on such Treasury Interest Determination Date.
 
                                      S-11
   12
 
CURRENCY INDEXED NOTES
 
  General
 
     The Company may from time to time offer Notes the principal amount payable
at Maturity and/or the interest rate of which is determined by reference to the
rate of exchange between the currency or composite currency in which such Notes
(the "Currency Indexed Notes") are denominated (the "Denominated Currency") and
the other currency or composite currency specified as the Indexed Currency (the
"Indexed Currency") in the applicable Pricing Supplement, or as determined in
such other manner as may be specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, Holders of
Currency Indexed Notes will be entitled to receive (i) an amount exceeding the
stated face amount of the principal (the "Face Amount") of, and/or interest
calculated at the stated rate of interest on, their Currency Indexed Notes if,
at Maturity or upon the relevant Interest Payment Date, as the case may be, the
rate at which the Denominated Currency can be exchanged for the Indexed Currency
exceeds the rate of such exchange designated as the Base Exchange Rate,
expressed in units of the Indexed Currency per one unit of the Denominated
Currency, in the applicable Pricing Supplement (the "Base Exchange Rate") or
(ii) an amount less than such Face Amount and/or interest calculated at such
stated interest rate if, at Maturity or upon the relevant Interest Payment Date,
as the case may be, the rate at which the Denominated 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 information is not
necessarily indicative of relative future value) of the applicable Denominated
Currency against the applicable Indexed Currency, any exchange controls
applicable to such Denominated Currency or Indexed Currency and certain tax
consequences to Holders of Currency Indexed Notes will be set forth in the
applicable Pricing Supplement.
 
  Payment of Principal and Interest
 
     Unless otherwise specified in the applicable Pricing Supplement, the
payment of principal at Maturity and interest on each Interest Payment Date
(until the principal thereof is paid or made available for payment) will be
payable in the Denominated Currency (except as otherwise described under
"Payment Currency") in amounts calculated in the manner described below.
 
     Unless otherwise specified in the applicable Pricing Supplement, principal
at Maturity, if indexed, will be payable in an amount equal to the Face Amount
of the Currency Indexed Note, plus or minus an amount determined by reference to
the difference between the Base Exchange Rate specified in the applicable
Pricing Supplement and the rate at which the Denominated Currency can be
exchanged for the Indexed Currency on the second Exchange Rate Day (the
"Determination Date") prior to the Maturity date of such Currency Indexed Note,
as determined by the determination agent specified in the applicable Pricing
Supplement (the "Determination Agent"). Such rate of exchange shall be based
upon the arithmetic mean of the open market spot offer quotations for the
Indexed Currency (spot bid quotations for the Denominated Currency) obtained by
the Determination Agent from the Reference Dealers in The City of New York at
approximately 11:00 A.M., New York City time, on the Determination Date, for an
amount of Indexed Currency equal to the aggregate Face Amount of such Currency
Indexed Notes multiplied by the Base Exchange Rate, with settlement on the
Maturity date to be in the Denominated Currency (such rate of exchange, as so
determined and expressed in units of the Indexed Currency per one unit of the
Denominated Currency, is hereafter 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 Company or the Determination
Agent, the Spot Rate will be determined on the basis of the most recently
available quotations from the Reference Dealers. 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 Company, in consultation with the
Determination Agent, to act as Reference Dealer or Dealers in replacement
therefor. The principal amount of and interest on the Currency Indexed Notes
determined by the Determination Agent to be payable will be payable to the
Holders thereof in the manner set forth herein and in the applicable Pricing
Supplement. In the absence of manifest error, the determination by the
Determination Agent of the
 
                                      S-12
   13
 
Spot Rate and of the amount of principal and interest payable in respect of
Currency Indexed Notes shall be final and binding on the Company and the Holders
of such Currency Indexed Notes.
 
     Unless otherwise specified in the applicable Pricing Supplement, on the
basis of the aforesaid determination by the Determination Agent and the formulas
and limitations set forth below, (i) if the Base Exchange Rate equals the Spot
Rate for any Currency Indexed Note, then the principal amount of such Currency
Indexed Note payable at Maturity would be equal to the Face Amount of such
Currency Indexed Note; (ii) if the Spot Rate exceeds the Base Exchange Rate
(i.e., the Denominated Currency has appreciated against the Indexed Currency
during the term of the Currency Indexed Note), then the principal amount so
payable would be greater than the Face Amount of such Currency Indexed Note;
(iii) if the Spot Rate is less than the Base Exchange Rate (i.e., the
Denominated Currency has depreciated against the Indexed Currency during the
term of the Currency Indexed Note) but is greater than one-half of the Base
Exchange Rate, then the principal amount so payable would be less than the Face
Amount of such Currency Indexed Note; and (iv) if the Spot Rate is less than or
equal to one-half of the Base Exchange Rate, then the Spot Rate will be deemed
to be one-half of the Base Exchange Rate and no principal amount of the Currency
Indexed Note would be payable at Maturity.
 
     With respect to the payment of interest on each Interest Payment Date, if
indexed, the amount will be the Face Amount multiplied by the relevant interest
rate, indexed as specified in the applicable Pricing Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, the
formulas to be used by the Determination Agent to determine the principal amount
of a Currency Indexed Note payable at Maturity and the interest payable on each
Interest Payment Date will be as follows:
 
     As to principal, if the Spot Rate equals or exceeds the Base Exchange Rate,
the principal amount of a Currency Indexed Note payable at Maturity shall equal:
 
                           
                                  Spot Rate - Base Exchange Rate
    Face Amount + (Face Amount X             Spot Rate
                                                );

    
 
and if the Base Exchange Rate exceeds the Spot Rate, the principal amount of a
Currency Indexed Note payable at Maturity (which shall, in no event, be less
than zero) shall equal:
 
                           
                                  Base Exchange Rate - Spot Rate
    Face Amount - (Face Amount X             Spot Rate
                                                ).

    
 
     As to interest, the amount of interest payable on any Interest Payment Date
on a Currency Indexed Note shall equal:
 
                                   
                                          Base Exchange Rate
    Face Amount X Stated Interest Rate X       Spot Rate

    
 
     Unless otherwise specified in the applicable Pricing Supplement, in the
event of any redemption or repayment of a Currency Indexed Note prior to its
Stated Maturity, the phrases "Maturity date" and "at Maturity" used above would
refer to the redemption or repayment date of such Currency Indexed Note.
 
OTHER INDEXED NOTES AND CERTAIN TERMS APPLICABLE TO ALL INDEXED NOTES
 
     The Notes may be issued as Indexed Notes, other than Currency Indexed
Notes, the principal amount payable at Maturity and/or the interest rate of
which may be determined by reference to the relationship between two or more
currencies, to the price of one or more specified securities or commodities, to
one or more securities or commodities exchange indices or other indices or by
other similar methods or formulas (each an "applicable Index"). The Pricing
Supplement relating to such an Indexed Note will describe, as applicable, the
method by which the amount of interest payable on any Interest Payment Date and
the amount of principal payable at Maturity in respect of such Indexed Note will
be determined, certain special tax
 
                                      S-13
   14
 
consequences of the purchase, ownership or disposition of such Indexed Notes,
certain risks associated with an investment in such Indexed Notes and other
information relating to such Indexed Notes.
 
     Unless otherwise specified in the applicable Pricing Supplement, the
maximum principal amount payable at Maturity in respect of any Indexed Note will
be an amount equal to twice the face amount thereof and the minimum principal
amount so payable would be zero.
 
     Unless otherwise specified in the applicable Pricing Supplement, (a) for
the purpose of determining whether Holders of the requisite principal amount of
Debt Securities outstanding under the 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 (b) if the
payment of principal of and interest on any Indexed Note is accelerated in
accordance with the provisions described under "Description of Debt
Securities -- Events of Default" in the Prospectus, then the Company shall pay
to the Holder of such Indexed Note on the date of acceleration the principal
amount determined by reference to the formula by which the principal amount of
such Indexed Note would be determined on the Stated Maturity date thereof, as if
the date of acceleration were the Stated Maturity date.
 
     An investment in Indexed Notes entails significant risks, including wide
fluctuations in market value as well as in the amounts of payments due
thereunder, that are not associated with a similar investment in a conventional
debt security. Such risks depend on a number of factors including supply and
demand for the particular commodity and economic and political events over which
the Company has no control. Fluctuations in the price of any particular security
or commodity, in the rates of exchange between particular currencies or in
particular indices that have occurred in the past are not necessarily
indicative, however, of fluctuations in the price or rates of exchange that may
occur during the term of any Indexed Notes. Accordingly, 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 securities,
commodities and/or foreign currency transactions.
 
DUAL CURRENCY NOTES
 
  General
 
     The Company may from time to time offer Notes (the "Dual Currency Notes")
as to which the Company has a one time option, exercisable on any one of the
dates specified in the applicable Pricing Supplement (each an "Option Election
Date") in whole, but not in part, with respect to all Dual Currency Notes issued
on the same day and having the same terms (a "Tranche"), of thereafter making
all payments of principal, premium, if any, and interest (which payments would
otherwise be made in the Specified Currency of such Notes) in the optional
currency specified in the applicable Pricing Supplement (the "Optional Payment
Currency"). Information as to the relative value of the Specified Currency
compared to the Optional Payment Currency will be set forth in the applicable
Pricing Supplement.
 
     The Pricing Supplement for each issuance of Dual Currency Notes will
specify, among other things, the Specified Currency and Optional Payment
Currency of such issuance and the Designated Exchange Rate for such issuance,
which will be a fixed exchange rate used for converting amounts denominated in
the Specified Currency into amounts denominated in the Optional Payment
Currency. The Pricing Supplement will also specify the Option Election Dates and
Interest Payment Dates for the related issuance of Dual Currency Notes. Each
Option Election Date will be a certain number of days before an Interest Payment
Date or the Stated Maturity date, as set forth in the applicable Pricing
Supplement, and will be the date on which the Company may select whether to make
all scheduled payments due thereafter in the Optional Payment Currency rather
than in the Specified Currency.
 
     If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the exchange rate specified in the
applicable Pricing Supplement (the "Designated Exchange Rate"). If such election
is made, notice of such election shall be mailed in accordance with the terms of
the applicable Tranche of Dual Currency Notes within five Business Days of the
Option Election Date and shall state (i) the first date, whether an Interest
Payment Date and/or the Stated Maturity date, on
 
                                      S-14
   15
 
which scheduled payments in the Optional Payment Currency will be made and (ii)
the Designated Exchange Rate. Any such notice by the Company, once given, may
not be withdrawn. The equivalent value in the Specified Currency of payments
made after such an election may be less, at the then current exchange rate, than
if the Company had made such payment in the Specified Currency.
 
     For further information regarding certain tax consequences to Holders of
Dual Currency Notes, see "Certain United States Federal Income Tax
Consequences -- Dual Currency Notes."
 
  Payment Due upon Early Maturity
 
     Unless otherwise specified in the applicable Pricing Supplement,
notwithstanding any prior election made by the Company, if a Note is a Dual
Currency Note, the amount payable on such Note in the event of any optional
redemption by the Company, any repayment at the option of the Holder, any
acceleration of the Maturity of such Note or other prepayment of such Note prior
to the Stated Maturity of such Note shall be an amount equal to the Face Amount
thereof plus accrued interest to but excluding the date of Maturity minus the
Total Option Value multiplied by a fraction, the numerator of which is the Face
Amount of such Dual Currency Note and the denominator of which is the aggregate
Face Amount of all Dual Currency Notes of the same Tranche, provided, however,
that if such Dual Currency Note is also an Original Issue Discount Note, the
aggregate Face Amount of all Dual Currency Notes of the same Tranche upon
acceleration will be deemed to be the principal amount of an original issue
discount note payable upon acceleration as described below under "Original Issue
Discount Notes." Notwithstanding any prior election made by the Company, such
payment shall be made in the Specified Currency unless otherwise provided in the
applicable Pricing Supplement.
 
     In no event will payment of principal of any Dual Currency Note upon
acceleration be less than zero.
 
     All determinations with respect to Dual Currency Notes made by the Exchange
Rate Agent or the Option Value Calculation Agent shall be at their sole
discretion (except to the extent it is expressly provided that any determination
is subject to approval by the Company) and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder thereof, and
neither the Exchange Rate Agent nor the Option Value Calculation Agent shall
have any liability therefor.
 
AMORTIZING NOTES
 
     The Company may from time to time offer Fixed Rate Notes for which payments
combining principal and interest are made in installments over the life of the
Notes ("Amortizing Notes"). Unless otherwise specified in the applicable Pricing
Supplement, interest on each Amortizing Note will be computed on the basis of a
360-day year of twelve 30-day months. 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. A table setting forth repayment
information in respect of each Amortizing Note will be included in the
applicable Pricing Supplement and set forth on such Notes.
 
ORIGINAL ISSUE DISCOUNT NOTES
 
     The Company may from time to time offer Original Issue Discount Notes. The
applicable Pricing Supplement to certain Original Issue Discount Notes may
provide that Holders of such Notes will not receive periodic payments of
interest.
 
     Notwithstanding anything in this Prospectus Supplement to the contrary,
unless otherwise specified in the applicable Pricing Supplement, if a Note is an
Original Issue Discount Note, the amount payable on such Note in the event of
Maturity prior to its Stated Maturity shall be the Amortized Face Amount of such
Note as of the date of Maturity. The "Amortized Face Amount" of an Original
Issue Discount Note shall be the amount equal to (i) the issue price set forth
in the applicable Pricing Supplement plus (ii) that portion of the difference
between the issue price and the principal amount of such Note that has accrued
at the yield to maturity set forth in the Pricing Supplement (computed in
accordance with generally accepted United States
 
                                      S-15
   16
 
bond yield computation principles) by such date of Maturity, but in no event
shall the Amortized Face Amount of an Original Issue Discount Note exceed its
principal amount.
 
OTHER PROVISIONS
 
     Any provisions with respect to the determination of an interest rate basis,
the specification of interest rate basis, calculation of the interest rate
applicable to, or the principal payable at Maturity on, any Note, its Interest
Payment Dates or any other matter relating thereto may be modified by the terms
as specified under "Other Provisions" on the face of such Note, or in an
addendum relating thereto if so specified on the face thereof, and in the
applicable Pricing Supplement.
 
BOOK-ENTRY NOTES
 
     Upon issuance, all Book-Entry Notes having the same terms may be
represented by a single Global Security. Each Global Security representing
Book-Entry Notes will be deposited with, or on behalf of, The Depository Trust
Company, New York, New York (the "Depository"), and registered in the name of a
nominee of the Depository. The Depository currently only accepts Notes
denominated in U.S. dollars.
 
     So long as the Depository or its nominee is the registered owner of any
Global Security, the Depository or its nominee, as the case may be, will be
considered the sole owner or Holder of the Book-Entry Note or Notes represented
by such Global Security for all purposes under the Indenture.
 
     The Depository has advised the Company and the Agent as follows: The
Depository is a limited-purpose trust company organized under the laws of the
State of New York, 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, as amended. The Depository was created to hold
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depository's participants include securities brokers and dealers (including the
Agent), banks, trust companies, clearing corporations, and certain other
organizations, some of whom (and/or their representatives) own the Depository.
Access to the Depository's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. See
"Description of Debt Securities -- Global Securities" in the accompanying
Prospectus.
 
REDEMPTION AND REPAYMENT
 
     Unless otherwise specified in an applicable Pricing Supplement, the Notes
will not be redeemable prior to their Stated Maturity. If so specified in an
applicable Pricing Supplement with respect to a Note or Notes, such Note or
Notes will be redeemable on or after the date or dates set forth in such Pricing
Supplement, either in whole or from time to time in part, at the option of the
Company, at a redemption price equal to 100% of the principal amount to be
redeemed or at such other price or prices set forth in such Pricing Supplement,
together with interest accrued thereon to the date of redemption, on notice
given not more than 60 nor less than 30 days prior to the date of redemption. If
less than all of the Notes with like tenor and terms are to be redeemed, the
Notes to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate. The Notes, other than Amortizing Notes,
will not be subject to any sinking fund, unless otherwise specified in an
applicable Pricing Supplement.
 
     Unless otherwise specified in an applicable Pricing Supplement, the Notes
will not be repayable prior to their Stated Maturity. If so specified in an
applicable Pricing Supplement with respect to a Note or Notes, such Note or
Notes will be repayable at the option of the Holder on a date or dates specified
prior to their Stated Maturity at a price or prices set forth in the applicable
Pricing Supplement, together with accrued interest to the date of repayment.
 
                                      S-16
   17
 
     In order for a Note to be repaid, the Paying Agent must receive at least 30
days but not more than 45 days prior to the repayment date (i) the Note with the
form entitled "Option to Elect Repayment" on the reverse of the Note duly
completed or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company in
the United States setting forth the name of the Holder of the Note, the
principal amount of the Note, the principal amount of the Note to be repaid, the
certificate number or a description of the tenor and terms of the Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that the Note to be repaid with the form entitled "Option to Elect
Repayment" on the reverse of the Note duly completed will be received by the
Paying Agent not later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter and such Note and form duly completed
are received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of a Note shall be irrevocable. The repayment
option may be exercised by the Holder of a Note for less than the entire
principal amount of the Note provided that the principal amount of the Note
remaining outstanding after repayment is an authorized denomination. Upon any
partial repayment of a Note, such Note will be cancelled and a new Note or Notes
for the remaining principal amount shall be issued in the name of the Holder of
the partially repaid Note.
 
     If a Note is represented by a Global Security, the Depository's nominee
will be the Holder of such Note and therefore will be the only entity that can
exercise a right to repayment. In order to ensure that the Depository's nominee
will timely exercise a right to repayment with respect to a particular Note, the
beneficial owner of such Note must instruct the broker or other direct or
indirect participant through which it holds an interest in such Note to notify
the Depository of its desire to exercise a right to repayment. Different firms
have different cut-off times for accepting instructions from their customers
and, accordingly, each beneficial owner should consult the broker or other
direct or indirect participant through which it holds an interest in a Note in
order to ascertain the cut-off time by which such an instruction must be given
in order for timely notice to be delivered to the Depository.
 
     The Company may at any time purchase Notes at any price in the open market
or otherwise. Notes purchased by the Company may, at its discretion, be held,
resold or surrendered to the Trustee for cancellation.
 
SUBSEQUENT INTEREST PERIODS
 
     The Pricing Supplement relating to each Note will indicate whether the
Company 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 or Spread Multiplier, in
the case of a Floating Rate Note, and, if so, the date or dates on which such
interest rate or such Spread or Spread Multiplier, as the case may be, may be
reset (each an "Optional Reset Date"). If the Company has such option with
respect to any Note, the following procedures shall apply, unless modified as
set forth in the applicable Pricing Supplement.
 
     The Company may exercise such an option with respect to a Note by notifying
the Trustee in writing of such exercise at least 45 but not more than 60 days
prior to an Optional Reset Date for such Note. Not later than five Business Days
after receipt thereof, the Trustee will mail to the Holder of such Note a notice
(the "Reset Notice"), first class, postage prepaid, setting forth (i) the
election of the Company to reset the interest rate, in the case of a Fixed Rate
Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note,
(ii) such new interest rate or such new Spread or Spread Multiplier, 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 Stated Maturity 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 Company may, at its option, revoke the interest rate,
in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the
case of a Floating Rate Note, provided for in the Reset Notice and establish a
higher interest rate or higher Spread or Spread Multiplier, as the case may be,
for the Subsequent Interest Period
 
                                      S-17
   18
 
commencing on such Optional Reset Date by causing the Trustee to mail notice of
such higher interest rate or higher Spread or Spread Multiplier, as the case may
be, first class, postage prepaid, to the Holder of such Note. Such notice shall
be irrevocable and shall be mailed by the Trustee within five Business Days
after receipt thereof. All Notes with respect to which the interest rate or
Spread or Spread Multiplier is reset on an Optional Reset Date will bear such
higher interest rate, in the case of a Fixed Rate Note, or higher Spread or
Spread Multiplier, in the case of a Floating Rate Note, whether or not tendered
for repayment.
 
     If the Company resets the interest rate or the Spread or Spread Multiplier
of a Note, the Holder of such Note will have the option to elect repayment of
such Note, or any portion thereof, by the Company on an Optional Reset Date at a
price equal to the principal amount thereof to be repaid 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
above under "Redemption and Repayment" for optional repayment except that the
period for delivery of such Note or notification to the Trustee shall 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 the Trustee, revoke any such tender for repayment
until the close of business on the tenth day prior to such Optional Reset Date;
provided, however, that if such day is not a Business Day, then such notice may
be given on the next succeeding Business Day.
 
EXTENSION OF MATURITY
 
     The Pricing Supplement relating to each Note will indicate whether the
Company has the option with respect to such Note to extend the Stated Maturity
of such Note, and, if so, the number of periods of from one to five whole years
(each an "Extension Period") for which the Maturity of such Note is extendible
and the date beyond which such Maturity may not be extended (the "Final
Maturity"). If the Company has such option with respect to any Note, the
following procedures shall apply, unless modified as set forth in the applicable
Pricing Supplement.
 
     The Company may exercise such an option with respect to a Note by notifying
the Trustee of such exercise at least 45 but not more than 60 days prior to the
Stated Maturity of such Note in effect prior to the exercise of such option (the
"Original Stated Maturity"). Not later than five Business Days after receipt
thereof, the Trustee will mail to the Holder of such Note a notice (the
"Extension Notice"), first class, postage prepaid setting forth (i) the election
of the Company to extend the Stated Maturity of such Note, (ii) the new Stated
Maturity, (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 Spread or
Spread Multiplier applicable to the Extension Period, and (iv) the provisions,
if any, for redemption during the Extension Period, including the date on which
or the period or periods during which and the price at which such redemption may
occur during the Extension Period. Upon the mailing by the Trustee of an
Extension Notice to the Holder of a Note, the Stated Maturity of such Note shall
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 mailing of such Extension Notice.
 
     Notwithstanding the foregoing, not later than 20 days prior to the Original
Stated Maturity for a Note, the Company may, at its option, revoke the interest
rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in
the case of a Floating Rate Note, provided for in the Extension Notice and
establish a higher interest rate or a higher Spread or Spread Multiplier, as the
case may be, for the Extension Period by causing the Trustee to mail notice of
such higher interest rate or higher Spread or Spread Multiplier, as the case may
be, first class, postage prepaid, to the Holder of such Note. Such notice shall
be irrevocable and shall be mailed by the Trustee within three Business Days
after receipt thereof. All Notes with respect to which the Stated Maturity is
extended will bear such higher interest rate, in the case of a Fixed Rate Note,
or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for
the Extension Period, whether or not tendered for repayment.
 
     If the Company extends the Stated Maturity of a Note, the Holder of such
Note will have the option to elect repayment by the Company of such Note, or of
any portion thereof, on the Original Stated Maturity at a price equal to the
principal amount thereof to be repaid plus any accrued interest to such date. In
order for a
 
                                      S-18
   19
 
Note to be so repaid on the Original Stated Maturity, the Holder thereof must
follow the procedures set forth above under "Redemption and Repayment" for
optional repayment, except that the period for delivery of such Note or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that a Holder who has tendered a Note
for repayment pursuant to an Extension Notice may, by written notice to the
Trustee, revoke any such tender for repayment until the close of business on the
tenth day prior to the Original Stated Maturity; provided, however, that if such
day is not a Business Day, then such notice may be given on the next succeeding
Business Day.
 
RENEWABLE NOTES
 
     The Company may from time to time offer Notes which will mature on an
Interest Payment Date specified in the applicable Pricing Supplement occurring
in or prior to the twelfth month following the Issue Date of such Notes (the
"Initial Maturity Date") unless the maturity of all or any portion of any such
Note (a "Renewable Note") is extended in accordance with the procedures
described below.
 
     On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified in the
applicable Pricing Supplement) prior to the Initial Maturity Date of a Renewable
Note (the "Initial Maturity Extension Date") and on the Interest Payment Date
occurring in each sixth month (or the last month of each Special Election
Interval) after such Initial Maturity Extension Date (each, together with the
Initial Maturity Extension Date, a "Maturity Extension Date"), the Maturity of
such Renewable Note will be extended to the Interest Payment Date occurring in
the twelfth month (or, if a Special Election Interval is specified in the
applicable Pricing Supplement, the last month in a period equal to twice the
Special Election Interval) after such Maturity Extension Date, unless the Holder
of such Renewable Note elects to terminate the automatic extension of the
Maturity of such Renewable Note or any portion thereof as described below. If a
Holder elects to terminate the automatic extension of the Maturity of any
portion of the principal amount of a Renewable Note during the specified period
prior to any Maturity Extension Date, such portion will become due and payable
on the Interest Payment Date occurring in the sixth month (or the last month in
the Special Election Interval) after such Maturity Extension Date (the "Extended
Maturity Date").
 
     A Holder of a Renewable Note may elect to terminate the automatic extension
of the Maturity of such Renewable Note, or if so specified in the applicable
Pricing Supplement, any portion thereof, by delivering a notice to such effect
to the Trustee (or any duly appointed Paying Agent) at the Corporate Trust
Office not less than 15 nor more than 30 days prior to such Maturity Extension
Date (unless another period is specified in the applicable Pricing Supplement as
the "Special Election Period"). Such election will be irrevocable and will be
binding upon each subsequent Holder of such Renewable Note. An election to
terminate the automatic extension of the Maturity of a Renewable Note may be
exercised with respect to less than the entire principal amount of such
Renewable Note only if so specified in the applicable Pricing Supplement and
only in such principal amount, or any integral multiple in excess thereof, as is
specified in the applicable Pricing Supplement. Notwithstanding the foregoing,
the maturity of the Renewable Notes may not be extended beyond the Stated
Maturity date specified for such Renewable Notes in the applicable Pricing
Supplement.
 
     Unless otherwise specified in the applicable Pricing Supplement, any such
election to terminate will be effective only if such Renewable Note, with the
"Option to Elect Termination of Automatic Extension" included therein duly
executed, is presented to the Trustee (or any duly appointed Paying Agent)
simultaneously with notice of such election (or, in the event notice of such
election, together with a guarantee of delivery within five Business Days, is
transmitted on behalf of a Holder from a member of a national securities
exchange, the NASD or a commercial bank or trust company in the United States,
within five Business Days of the date of such notice). With respect to a
Renewable Note that is a Certificated Note, as soon as practicable following
receipt of such Renewable Note the Trustee (or any duly appointed Paying Agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Renewable Note
for which the election to terminate the automatic extension of maturity was
exercised, with terms identical to those specified on such Renewable Note
(except for the Issue Date and the Initial Interest Rate and except that such
Note shall have a fixed, non-extendable Stated Maturity on the Extended Maturity
Date) and (ii) if such election is made with respect to less than
 
                                      S-19
   20
 
the full principal amount of such Holder's Renewable Note, a replacement
Renewable Note, in a principal amount equal to the principal amount of such
exchanged Renewable Note for which no election was made, with terms identical to
such exchanged Renewable Note.
 
COMBINATION OF PROVISIONS
 
     If so specified in the applicable Pricing Supplement, any Note may be
subject to all of the provisions, or any combination of the provisions,
described above under "Redemption and Repayment," "Subsequent Interest Periods,"
"Extension of Maturity" and "Renewable Notes."
 
                         IMPORTANT CURRENCY INFORMATION
 
     Unless otherwise specified in the applicable Pricing Supplement, purchasers
are required to pay for each Note in the Specified Currency for such Note.
Currently, there are limited facilities in the United States for conversion of
U.S. dollars into Foreign Currencies and vice versa, and most banks do not
currently offer non-U.S. dollar denominated checking or savings account
facilities in the United States. However, if requested by a prospective
purchaser of Notes denominated in a Foreign Currency, the Agent will arrange for
the conversion of U.S. dollars into such Foreign Currency to enable the
purchaser to pay for such Notes. Such requests must be made on or before the
fifth Business Day preceding the date of delivery of the Notes, or by such other
date as may be determined by the Agent. Each such conversion will be made by the
Agent on such terms and subject to such conditions, limitations and charges as
the Agent may from time to time establish in accordance with its regular foreign
exchange practice. All costs of exchange will be borne by the purchaser of such
Notes.
 
                                 CURRENCY RISKS
 
EXCHANGE RATES AND EXCHANGE CONTROLS
 
     An investment in Notes that are denominated in, or the payment of which is
to be made in or determined with reference to, a Foreign Currency entails
significant risks that are not associated with a similar investment in a
security denominated in U.S. dollars. Such risks generally depend on factors
over which the Company has no control and include, without limitation, the
possibility of significant changes in rates of exchange between the U.S. dollar
and the Foreign Currency. Currency exchange rates are determined by, among other
factors: changing supply and demand for a particular currency; trade, fiscal,
monetary, foreign investment and exchange control programs and policies of
governments; U.S. and foreign political and economic events and policies, rates
of inflation or interest rates; restrictions on U.S. or foreign exchanges or
markets; changes in balances of payment and trade; and currency devaluations and
regulations. In recent years, rates of exchange between U.S. dollars and certain
foreign currencies have been highly volatile and such volatility may be expected
to continue in the future. Fluctuations in any particular exchange rate that
have occurred in the past are not necessarily indicative, however, of
fluctuations in the rate that may occur during the term of any Note.
 
     Depreciation of the Foreign Currency in which a Note is denominated against
the U.S. dollar would result in a decrease in the effective yield of such Note
below its coupon rate and, in certain circumstances, could result in a loss to
the investor on a U.S. dollar basis. Similarly, depreciation of the Denominated
Currency with respect to an Indexed Note against the applicable Index would
result in the principal amount payable with respect to such Note at the date of
Maturity being less than the Face Amount of such Note which, in turn, would
decrease the effective yield of such Note below its applicable interest rate and
could also result in a loss to the investor.
 
     Governments have from time to time imposed, and may in the future impose,
exchange controls that could affect exchange rates as well as the availability
of a Foreign Currency for making payments with respect to a Note denominated in
such currency. There can be no assurances that exchange controls will not
restrict or prohibit payments of principal or interest in any currency or
currency unit. Even if there are no actual exchange controls, it is possible
that on an Interest Payment Date with respect to, or at the Maturity of, any
particular Note, the Foreign Currency for such Note would not be available to
the Company to make
 
                                      S-20
   21
 
payments of interest and principal then due. In that event, the Company will
make such payments in the manner described under "Description of
Notes -- Payment Currency." In the event of an official redenomination of the
Specified Currency (including without limitation, an official redenomination of
a Specified Currency that is a composite currency) the obligations of the
Company with respect to payments on Notes denominated in such currency shall be
deemed, in all cases, immediately following such redenomination to provide for
the payment of that amount of redenominated currency specified in the applicable
Pricing Supplement representing the amount of such obligations immediately
before such redenomination. See "Description of Notes -- Payment Currency."
 
     THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT AND ANY
PRICING SUPPLEMENT WILL NOT DESCRIBE ALL THE RISKS OF AN INVESTMENT IN NOTES
DENOMINATED IN, OR THE PAYMENT OF WHICH IS TO BE MADE IN OR IS RELATED TO THE
VALUE OF, A CURRENCY (INCLUDING ANY COMPOSITE CURRENCY) OTHER THAN U.S. DOLLARS,
AND THE COMPANY DISCLAIMS ANY RESPONSIBILITY TO ADVISE PROSPECTIVE PURCHASERS OF
SUCH RISKS AS THEY EXIST AT THE DATE OF THIS PROSPECTUS SUPPLEMENT OR THE DATE
OF ANY PRICING SUPPLEMENT OR AS SUCH RISKS MAY CHANGE FROM TIME TO TIME.
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS
TO THE RISKS ENTAILED BY AN INVESTMENT IN SUCH NOTES, WHICH ARE NOT AN
APPROPRIATE INVESTMENT FOR PERSONS WHO ARE UNSOPHISTICATED WITH RESPECT TO
FOREIGN CURRENCY TRANSACTIONS.
 
     The information set forth in this Prospectus Supplement is directed to
prospective purchasers of Notes who are residents of the United States, and the
Company disclaims any responsibility to advise prospective purchasers who are
residents of countries other than the United States with respect to any matters
that may affect the purchase or holding of, or receipt of payments of principal,
premium or interest in respect of, Notes. Such persons should consult their own
counsel with regard to such matters.
 
     Pricing Supplements relating to Notes denominated in a Foreign Currency
will contain information concerning historical exchange rates for such Foreign
Currency against the U.S. dollar, a description of the currency and any exchange
controls as of the date of the applicable Pricing Supplement affecting such
currency.
 
FOREIGN CURRENCY JUDGMENTS
 
     The Notes will be governed by and construed in accordance with the laws of
the State of New York. Courts in the United States customarily have not rendered
judgments for money damages denominated in any currency other than U.S. dollars.
Under New York law, any judgment with respect to a Note denominated in a Foreign
Specified Currency will be rendered in such Foreign Currency and converted into
U.S. dollars at a rate of exchange prevailing on the date of entry of the
judgment or decree. In the event an action based on Notes denominated in a
Foreign Currency were commenced in a court in the United States outside New
York, the currency of judgment and/or applicable exchange rate may differ. The
Indenture provides that if it is necessary for the purpose of obtaining a
judgment in any court to convert any currency into any other currency, such
conversion shall be made at a rate of exchange prevailing on the date the
Company makes payment to any person in satisfaction of the judgment. If pursuant
to any judgment conversion is to be made on a date other than the payment date,
the Indenture provides that the Company shall pay any additional amounts
necessary to indemnify such person for any change between the rate of exchange
prevailing on the payment date and the rate of exchange prevailing on such other
date.
 
             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
 
     The following summary describes certain United States federal income tax
consequences of the ownership of Notes as of the date hereof. Except where
noted, it deals only with Notes held as capital assets by United States Holders
and does not deal with special situations, such as those of dealers in
securities, financial institutions, life insurance companies or United States
Holders whose "functional currency" is not
 
                                      S-21
   22
 
the U.S. dollar. Furthermore, the discussion below is based upon the provisions
of the Internal Revenue Code of 1986 (the "Code") and regulations, rulings and
judicial decisions thereunder as of the date hereof, and such authorities may be
repealed, revoked or modified so as to result in federal income tax consequences
different from those discussed below. For a discussion of certain United States
federal income tax consequences of the ownership of Notes to Non-United States
Holders see "United States Taxation" in the accompanying Prospectus and the
final paragraph of this section. PERSONS CONSIDERING THE PURCHASE, OWNERSHIP OR
DISPOSITION OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE
FEDERAL INCOME TAX CONSEQUENCES IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL
AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.
 
UNITED STATES HOLDERS
 
     As used herein, a "United States Holder" of a Note means a holder that is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.
 
PAYMENTS OF INTEREST
 
     Except as set forth below, interest on a Note will generally be taxable to
a United States Holder as ordinary income from domestic sources at the time it
is paid or accrued in accordance with the United States Holder's method of
accounting for tax purposes.
 
ORIGINAL ISSUE DISCOUNT
 
     The following is a summary of the principal United States federal income
tax consequences of the ownership of Original Issue Discount Notes (as defined
below) by United States Holders. Additional rules applicable to Original Issue
Discount Notes which are denominated in or determined by reference to a Foreign
Currency are described under "Foreign Currency Notes" below. This summary is
based upon Treasury regulations which were published on February 2, 1994 (the
"OID Regulations") and are to be effective on April 4, 1994. The OID Regulations
provide, however, that taxpayers generally may rely on them in determining the
federal income tax consequences of owning debt instruments issued after December
22, 1992 and before their effective date. The following discussion addresses
only Notes providing for fixed payments and Notes that bear qualified stated
interest, as defined below.
 
     A Note with an "issue price" that is less than its stated redemption price
at Maturity (the sum of all payments to be made on the Note other than
"qualified stated interest", as defined below) will be issued with original
issue discount if such difference is at least 0.25 percent of the stated
redemption price at Maturity multiplied by the number of complete years to
Maturity. Notes issued with "original issue discount" ("OID") will be referred
to as "Original Issue Discount Notes". Notice will be given in the applicable
Pricing Supplement when the Company determines that a particular Note will be an
Original Issue Discount Note.
 
     Under the OID Regulations, the "issue price" of each Note in a particular
offering will be the first price at which a substantial amount of that
particular offering is sold. "Qualified stated interest" with respect to a Fixed
Rate Note is stated interest that is unconditionally payable in cash or in
property (other than debt instruments of the issuer) at least annually at a
single fixed rate. Interest is payable at a single fixed rate only if the rate
appropriately takes into account the length of the interval between payments.
Notes other than Fixed Rate Notes will also be treated as bearing qualified
stated interest if they qualify as "variable rate debt instruments".
 
     A Note will be treated as a "variable rate debt instrument" for purposes of
the OID regulations if the Note is issued for an amount that does not exceed the
total of principal payments unconditionally payable by more than an amount equal
to the lesser of (i) 0.015 multiplied by the product of the total principal
unconditionally payable and the number of complete years to maturity from the
issue date; or (ii) 15 percent of the total principal payments unconditionally
payable. In addition, to be a variable rate debt instrument, the Note must bear
stated interest at (i) one or more qualified floating rates, (ii) a single fixed
rate and one or
 
                                      S-22
   23
 
more qualified floating rates, (iii) a single objective rate or (iv) a single
fixed rate and a single objective rate that is a "qualified inverse floating
rate". In general, a qualified floating rate is a rate the variations in the
value of which can reasonably be expected to measure contemporaneous variations
in the cost of newly borrowed funds in the currency in which the Note is
denominated. An objective rate is a rate (other than a qualified floating rate)
that is determined using a single fixed formula and that is based on one or more
of: (i) qualified floating rates, (ii) rates that would be qualified floating
rates for a debt obligation denominated in a different currency or (iii) the
yield or change in the price of one or more items of actively traded personal
property, other than the stock or debt of the issuer or a related party. A
"qualified inverse floating rate" is a rate that is equal to a fixed rate minus
a qualified floating rate and the variations in which can reasonably be expected
to inversely reflect contemporaneous variations in the cost of newly borrowed
funds, disregarding certain restrictions on such rate such as caps, floors or
governors. Unless a Pricing Supplement so indicates, Notes will be issued with
qualified stated interest.
 
     In the case of a Note issued with de minimis OID (i.e., discount that is
not OID because it is less than 0.25 percent of the stated redemption price at
Maturity multiplied by the number of complete years to Maturity), the United
States Holder generally must include such de minimis OID in income as stated
principal payments on the Note are made, including the de minimis OID in
proportion to the amount of principal paid. Any amount of de minimis OID that
has not been included in income prior to sale, exchange or retirement of a Note
shall be treated as capital gain.
 
     The OID Regulations provide that Notes that may be redeemed in whole or in
part prior to their Stated Maturity shall be treated from the time of issuance
as having a Maturity date for federal income tax purposes on such redemption
date if such redemption would result in a lower yield to Maturity in the case of
a redemption at the issuer's option or a higher yield to Maturity in the case of
a redemption at the holder's option. Notice will be given in the applicable
Pricing Supplement when the Company determines that a particular Note will be
deemed to have a Maturity date for federal income tax purposes prior to its
Stated Maturity.
 
     United States Holders of Original Issue Discount Notes with a Maturity upon
issuance of more than one year must, in general, include OID in income in
advance of the receipt of some or all of the related cash payments. The amount
of OID includible in income by the initial United States Holder of an Original
Issue Discount Note is the sum of the "daily portions" of OID with respect to
the Note for each day during the taxable year or portion of the taxable year in
which such United States Holder held such Note ("accrued OID"). The daily
portion is determined by allocating to each day in any "accrual period" a pro
rata portion of the OID allocable to that accrual period. The "accrual period"
for an Original Issue Discount Note may be of any length and may vary in length
over the term of the Note, provided that each accrual period is no longer than
one year and each scheduled payment of principal or interest occurs on the first
day or the final day of an accrual period. In general, the computation of OID is
simplest if accrual periods correspond to the intervals between payment dates
provided by the terms of a Note. The amount of OID allocable to any accrual
period is an amount equal to the excess, if any, of (a) the product of the
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 properly adjusted for the length of the accrual period) over
(b) the sum of any qualified stated interest allocable to the accrual period. In
determining OID allocable to an accrual period, if an interval between payments
of qualified stated interest contains more than one accrual period, the amount
of qualified stated interest payable at the end of the interval (including any
qualified stated interest that is payable on the first day of the accrual period
immediately following the interval) is allocated on a pro rata basis to each
accrual period in the interval and the adjusted issue price at the beginning of
each accrual period in the interval must be increased by the amount of any
qualified stated interest that has accrued prior to the first day of the accrual
period but is not payable until the end of the interval. OID allocable to a
final accrual period is the difference between the amount payable at maturity
(other than a payment of qualified stated interest) and the adjusted issue price
at the beginning of the final accrual period. If all accrual periods are of
equal length, except for either an initial shorter accrual period or an initial
and a final shorter accrual period, the amount of OID allocable to the initial
accrual period may be computed under any reasonable method. The "adjusted issue
price" of a Note at the beginning of any accrual period is equal to its issue
price increased by the accrued
 
                                      S-23
   24
 
OID for each prior accrual period (determined without regard to the amortization
of any acquisition or bond premium, as described below) and reduced by any prior
payments, or any payments made on the first day of the accrual period, with
respect to such Note that were not qualified stated interest. Under these rules,
a United States Holder will have to include in income increasingly greater
amounts of OID in successive accrual periods. The Company is required to provide
information returns stating the amount of OID accrued on Notes held of record by
persons other than corporations and other exempt holders.
 
     In the case of certain variable rate debt instruments that are issued with
OID and that bear interest at a single qualified floating rate or a qualified
inverse floating rate, the accrual of OID is to be determined by assuming that
the rate is fixed upon issuance at the initial value of the interest rate. In
the case of certain variable rate debt instruments that are issued with OID and
that bear an objective interest rate (other than a qualified inverse floating
rate), the accrual of OID is calculated by assuming that the Note bears interest
at a fixed rate that reflects the yield that is reasonably expected for the
Note. The method for determining OID on Notes that do not bear interest at a
qualified floating rate, at a qualified inverse floating rate or at an objective
rate will be provided in the applicable Pricing Supplement for such Note.
 
     United States Holders may elect to treat all interest on any Note as OID
and calculate the amount includible in gross income under the constant yield
method described above. For the purposes of this election, interest includes
stated interest, acquisition discount, OID, de minimis OID, market discount, de
minimis market discount and unstated interest, as adjusted by any amortizable
bond premium or acquisition premium. If a United States Holder makes this
election for a Note with market discount or amortizable bond premium, the
election is treated as an election under the market discount or amortizable bond
premium provisions, described above, and the electing United States Holder will
be required to amortize bond premium or include market discount in income
currently for all of the holder's other debt instruments with market discount or
amortizable bond premium. The election is to be made for the taxable year in
which the United States Holder acquired the Note, and may not be revoked without
the consent of the Internal Revenue Service (the "IRS"). UNITED STATES HOLDERS
SHOULD CONSULT WITH THEIR OWN TAX ADVISERS ABOUT THIS ELECTION.
 
     In the case of Original Issue Discount Notes having a term of one year or
less ("Short-Term Original Issue Discount Notes"), under the OID Regulations all
payments (including all stated interest) will be included in the stated
redemption price at Maturity and, thus, United States Holders will generally be
taxable on the discount in lieu of stated interest. The discount will be equal
to the excess of the stated redemption price at Maturity over the issue price of
a Short-Term Original Issue Discount Note, unless the United States Holder
elects to compute this discount using tax basis instead of issue price. In
general, an individual and certain other cash method United States Holders of a
Short-Term Original Issue Discount Note are not required to include accrued
discount in their income currently unless they elect to do so. United States
Holders who report income for federal income tax purposes on the accrual method
and certain other United States Holders are required to accrue discount on such
Short-Term Original Issue Discount Notes (as ordinary income) on a straight-line
basis, unless an election is made to accrue the discount according to a constant
yield method based on daily compounding. In the case of a United States Holder
who is not required, and does not elect, to include discount in income
currently, any gain realized on the sale, exchange or retirement of the
Short-Term Original Issue Discount Note will be ordinary income to the extent of
the discount accrued through the date of sale, exchange or retirement. In
addition, United States Holders who do not elect to currently include accrued
discount in income may be required to defer deductions for a portion of the
United States Holder's interest expense with respect to any indebtedness
incurred or continued to purchase or carry such Notes.
 
MARKET DISCOUNT
 
     If a United States Holder purchases a Note for an amount that is less than
its "revised issue price" (defined as the sum of the issue price of the Note (as
defined above) and the aggregate amount of the OID includible, if any, without
regard to the rules for acquisition premium discussed below, in the gross income
of all previous holders of the Note), the amount of the difference will be
treated as "market discount" for federal income tax purposes, unless such
difference is less than a specified de minimis amount. Under the market discount
rules, a United States Holder will be required to treat any principal payment
on, or any gain on the
 
                                      S-24
   25
 
sale, exchange, retirement or other disposition 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 accrued on such Note at the time of such payment
or disposition. In addition, the United States Holder may be required to defer,
until the maturity of the Note or its earlier disposition in a taxable
transaction, the deduction of all or a portion of the interest expense on any
indebtedness incurred or continued to purchase or carry such Note.
 
     Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the Note, unless the United
States Holder elects to accrue on a constant interest method. A United States
Holder of a Note may elect to include market discount in income currently as it
accrues (on either a ratable or constant interest method), in which case the
rule described above regarding deferral of interest deductions will not apply.
This election to include market discount in income currently, once made, applies
to all market discount obligations acquired on or after the first taxable year
to which the election applies, and may not be revoked without the consent of the
IRS.
 
ACQUISITION PREMIUM; AMORTIZABLE BOND PREMIUM
 
     A United States Holder who purchases a Note for an amount that is greater
than its adjusted issue price but equal to or less than the sum of all amounts
payable on the Note after the purchase date other than payments of qualified
stated interest will be considered to have purchased such Note at an
"acquisition premium". Under the acquisition premium rules, the amount of OID
which such holder must include in its gross income with respect to such Note for
any taxable year will be reduced by the portion of such acquisition premium
properly allocable to such year.
 
     A United States Holder who purchases a Note for an amount in excess of the
sum of all amounts payable on the Note after the purchase date other than
qualified stated interest will be considered to have purchased the Note at a
"premium" and will not be required to include any OID in income. A United States
Holder generally may elect to amortize the premium over the remaining term of
the Note on a constant yield method. The amount amortized in any year will be
treated as a reduction of the United States Holder's interest income from the
Note. Bond premium on a Note held by a United States Holder that does not make
such an election will decrease the gain or increase the loss otherwise
recognized on disposition of the Note. The election to amortize premium on a
constant yield method once made applies to all debt obligations held or
subsequently acquired by the electing United States Holder on or after the first
day of the first taxable year to which the election applies and may not be
revoked without the consent of the IRS.
 
SALE, EXCHANGE AND RETIREMENT OF NOTES
 
     A United States Holder's tax basis in a Note will, in general, be the
United States Holder's cost therefor, increased by OID, market discount, or any
discount with respect to a Short-Term Original Issue Discount Note, previously
included in income by the United States Holder and reduced by any amortized
premium and any cash payments on the Note other than qualified stated interest.
Upon the sale, exchange or retirement of a Note (which might arise in the event
of a satisfaction and discharge -- see "Tax Consequences of Satisfaction and
Discharge" in the accompanying Prospectus), a United States Holder will
recognize gain or loss equal to the difference between the amount realized upon
the sale, exchange or retirement and the adjusted tax basis of the Note. Except
as described above with respect to certain Short-Term Original Issue Discount
Notes or with respect to market discount and except with respect to gain or loss
attributable to changes in exchange rates as described below with respect to
certain Foreign Currency Notes, such gain or loss will be capital gain or loss
and will be long-term capital gain or loss if at the time of sale, exchange or
retirement the Note has been held for more than one year. Under current law, net
capital gains of individuals are, under certain circumstances, taxed at lower
rates than items of ordinary income. The deductibility of capital losses is
subject to limitations.
 
EXTENDIBLE AND RESET NOTES
 
     If so specified in an applicable Pricing Supplement relating to a Note, the
Company may have the option (i) to reset the interest rate, in the case of a
Fixed Rate Note, or to reset the Spread or Spread Multiplier, in the case of a
Floating Rate Note, and/or (ii) to extend the Maturity of a Note. See
"Description of Notes -- Subsequent Interest Periods" and "-- Extension of
Maturity." The tax effect on a United States Holder of
 
                                      S-25
   26
 
Notes with respect to which such an option has been exercised who does not elect
to have the Company repay such Notes on the applicable Optional Reset Date or
Original Stated Maturity is unclear under current law and will depend, in part,
on the terms established for such Notes by the Company pursuant to the exercise
of such option (the "Revised Terms"). Pursuant to Proposed Regulations issued on
December 1, 1992, under section 1001 of the Code (the "Proposed 1001
Regulations"), an alteration of a legal right or obligation under a debt
instrument will not result in a modification of such debt instrument if the
alteration occurs through one party's exercise or waiver of a right by operation
of the original terms of such debt instrument, provided the exercise or waiver
is unilateral. However, the exercise of a right that creates a right in the
other party to alter or terminate the instrument, or to put the instrument to a
third party, is not unilateral and consequently constitutes a modification.
 
     The terms of the Notes may provide that the holders thereof may elect to
have Notes redeemed rather than accept the interest rate reset or the extension
of maturity. If, under the terms of a Note, a holder has such a right of
election, the Company's exercise of an option described in the preceding
paragraph would not be unilateral, and would therefore constitute a
modification. In the event of a modification that is "significant", the holder
is treated for federal income tax purposes as having exchanged such Notes (the
"Old Notes") for new Notes with Revised Terms (the "New Notes"). Under the
Proposed 1001 Regulations, "significant" modifications include, in general,
certain changes in yield, certain changes in the timing, amounts or type of
payments and certain changes in the obligor, security or nature of the
instrument. If the holder is treated as having exchanged Old Notes for New
Notes, such exchange may be treated as either a taxable exchange or a tax-free
recapitalization.
 
     If the exercise of the option by the Company is not treated as an exchange
of Old Notes for New Notes, no gain or loss will be recognized by a United
States Holder as a result thereof. If the exercise of the option is treated as a
taxable exchange of Old Notes for New Notes, a United States Holder would
recognize gain or loss equal to the difference between the amount realized and
the holder's tax basis in the Old Notes. Under proposed regulations issued by
the Treasury under section 1001 of the Code on December 21, 1992, the amount
realized is the issue price of the New Notes. For a cash basis taxpayer, the
amount realized is the fair market value of the New Notes and for an accrual
basis taxpayer, the amount realized is the issue price of the New Notes. If the
exercise of the option is treated as a tax-free recapitalization, no loss would
be recognized by a United States Holder as a result thereof and gain, if any,
would be recognized to the extent of the fair market value of the excess, if
any, of the principal amount of securities received over the principal amount of
securities surrendered. In this regard, the meaning of the term "principal
amount" is not clear. Such term could be interpreted to mean "issue price" with
respect to securities that are received and "adjusted issue price" with respect
to securities that are surrendered. Legislation to that effect has been
introduced in the past. It is not possible to determine whether such legislation
will be enacted and, if enacted, whether it would apply to recapitalizations
occurring prior to the date of enactment.
 
     There is no guaranty that the final Treasury Regulations will not differ
materially from the Proposed 1001 Regulations. Accordingly, the ultimate federal
income tax treatment of Extendible or Reset Notes may differ from that described
above.
 
RENEWABLE NOTES
 
     A Note may be issued wherein the initial Maturity of the Note is
automatically extended beyond its Maturity date. Such extensions will take place
at periodic intervals leading up to the date specified as the Maturity date for
the Renewable Note unless the United States Holder thereof elects to terminate
the automatic extension of the Maturity of the Renewable Note. See "Description
of Notes -- Renewable Notes."
 
     While it is not entirely clear, such a Renewable Note should be considered
as having a Maturity date that corresponds to its Stated Maturity date. In
addition, the holder of the Renewable Note should be treated as holding a series
of put options to sell the Renewable Note to the Company at the price and on the
dates that correspond to the procedures that must be followed in order for the
United States Holder to terminate the automatic Maturity extensions. Under the
OID Regulations, such a put option (i.e., the right to elect out of automatic
Maturity extensions) will be presumed to be exercised if, by utilizing the put
date (i.e., the date
 
                                      S-26
   27
 
prior to the Stated Maturity date on which a United States Holder could receive
payment for its Renewable Note) as the Maturity date and the put price (the
principal amount of the Renewable Note) as the stated redemption price at
Maturity, the yield on the Renewable Note to the Holder will be higher than its
yield to the Stated Maturity date. Because the amount payable to a United States
Holder of a Renewable Note will be the principal amount of such Renewable Note,
a United States Holder's right to terminate automatic Maturity extensions should
not be presumed to be exercised unless such Renewable Note was issued at
discount. If an election to terminate the automatic extension of a Renewable
Note was presumed to be exercised and, in fact, is not exercised, then the
Renewable Note should generally be treated as if it were exchanged for a new
Note with an issue price equal to the put price for the old Note. While not
entirely clear, such event should be treated as a deemed exchange only for
purposes of applying the OID rules, discussed above. In addition, because a
United States Holder of a Renewable Note that elects to terminate automatic
Maturity extension will receive a non-renewable Note with a Maturity of six
months from the Maturity Extension Date next succeeding such election in
exchange for such Holder's Renewable Note, the exercise of such election and
receipt of such non-renewable Note could be treated as an exchange for federal
income tax purposes with the tax consequences set forth under "Extendible and
Reset Notes", immediately above. United States Holders of Renewable Notes are
advised to consult with their own tax advisors regarding the United States
federal income tax consequences of the holding and disposition of such Renewable
Notes, including the election to terminate the automatic Maturity extension
thereof.
 
FOREIGN CURRENCY NOTES
 
     The following is a summary of the principal United States federal income
tax consequences to a United States Holder of the ownership of a Note
denominated in a Foreign Currency (a "Foreign Currency Note"). Persons
considering the purchase of Foreign Currency Notes should consult their own tax
advisors with regard to the application of the United States federal income tax
laws to their particular situations, as well as any consequences arising under
the laws of any other taxing jurisdiction.
 
     If interest payments are made in a Foreign Currency to a United States
Holder who is not required to accrue such interest prior to its receipt, such
holder will be required to include in income the U.S. dollar value of the amount
received (determined by translating the Foreign Currency received at the "spot
rate" for such Foreign Currency 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 is recognized with respect to the receipt of such payment.
 
     A United States Holder who is required to accrue interest on a Foreign
Currency Note prior to receipt of such interest 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 accrued.
The average rate of exchange for an interest accrual period is the simple
average of the exchange rates for each business day of such period (or such
other average that is reasonably derived and consistently applied by the
holder). An accrual basis United States Holder may elect to translate interest
income at the spot rate on the last day of the accrual period (or last day of
the taxable year in the case of an accrual period that straddles the holder's
taxable year) or on the date the interest payment is received if such date is
within five days of the end of the accrual period. Upon receipt of an interest
payment on such Note, such holder will recognize ordinary income or loss in an
amount equal to the difference between the U.S. dollar value of such payment
(determined by translating any Foreign Currency received at the spot rate for
such Foreign Currency on the date 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 in Treasury Regulations or
administrative pronouncements of the IRS.
 
     OID on a Note that is also a 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 United States
Holder on the accrual basis, as described above. Likewise, a United States
Holder will recognize exchange gain or loss when the OID is paid to the extent
of the difference between the U.S. dollar value of the accrued OID (determined
in the same manner as for accrued interest) and the U.S. dollar
 
                                      S-27
   28
 
value of such payment (determined by translating any Foreign Currency received
at the spot rate for such Foreign Currency on the date of payment). For this
purpose, all receipts on a Note will be viewed first as the receipt of any
periodic interest payments called for under the terms of the Note, second as
receipts of previously accrued OID (to the extent thereof), with payments
considered made for the earliest accrual periods first, and thereafter as the
receipt of principal.
 
     The amount of market discount on Foreign Currency Notes includible in
income will generally be determined by translating the market discount
determined in the Foreign Currency into U.S. dollars at the spot rate on the
date the Foreign Currency Note is retired or otherwise disposed of. If the
United States Holder has elected to accrue market discount currently, then the
amount which accrues is determined in the Foreign Currency and then translated
into U.S. dollars on the basis of the average exchange rate in effect during
such accrual period. A United States Holder will recognize exchange gain or loss
with respect to market discount which is accrued currently using the approach
applicable to the accrual of interest income as discussed above.
 
     Amortizable premium on a Foreign Currency Note will, if a United States
Holder so elects, reduce the amount of foreign currency interest income on such
Note. Such electing United States Holder is required to recognize exchange gain
or loss attributable to movements in exchange rates between the time premium is
paid to acquire a Foreign Currency Note and the time it offsets interest income
by treating the amount of premium amortized as a return of principal.
 
     A United States Holder's tax basis in a Foreign Currency Note will be the
U.S. dollar value of the Foreign Currency amount paid for such Foreign Currency
Note determined at the time of such purchase. A United States Holder who
purchases a Note with previously owned Foreign Currency will recognize exchange
gain or loss at the time of purchase attributable to the difference at the time
of purchase, if any, between his tax basis in such Foreign Currency and the fair
market value of the Note in U.S. dollars on the date of purchase. Such gain or
loss will be ordinary income or loss.
 
     For purposes of determining the amount of any gain or loss recognized by a
United States Holder on the sale, exchange or retirement of a Foreign Currency
Note, the amount realized upon such sale, exchange or retirement will be the
U.S. dollar value of the amount realized in Foreign Currency (other than amounts
attributable to accrued but unpaid interest not previously included in the
holder's income), determined at the time of the sale, exchange or retirement.
 
     A United States Holder will recognize exchange gain or loss attributable to
the movement in exchange rates in the U.S. dollar value of the Foreign Currency
amount paid for such Foreign Currency Note between the time of purchase and the
time of disposition (including the sale, exchange or retirement) of a Foreign
Currency Note. Such gain or loss will be treated as ordinary income or loss. The
realization of such gain or loss will be limited to the amount of overall gain
or loss realized on the disposition of a Foreign Currency Note. Under proposed
Treasury Regulations issued on March 17, 1992, if a Foreign Currency Note is
denominated in one of certain hyperinflationary currencies, generally (i)
exchange gain or loss would be realized with respect to movements in the
exchange rate between the beginning and end of each taxable year (or such
shorter period) that such Note was held and (ii) such exchange gain or loss
would be treated as an addition or offset, respectively, to the accrued interest
income on (and an adjustment to the holder's tax basis in) the Foreign Currency
Note.
 
     A United States Holder's tax basis in Foreign Currency received as interest
on (or OID with respect to), or received on the sale or retirement of, a Foreign
Currency Note will be the U.S. dollar value thereof at the spot rate at the time
the holder received such Foreign Currency. Any gain or loss recognized by a
United States Holder on a sale, exchange or other disposition of Foreign
Currency will be ordinary income or loss and will not be treated as interest
income or expense, except to the extent provided in Treasury Regulations or
administrative pronouncements of the IRS.
 
                                      S-28
   29
 
DUAL CURRENCY NOTES
 
     If so specified in an applicable Pricing Supplement relating to a Foreign
Currency Note, the Company may have the option to make all payments of principal
and interest scheduled after the exercise of such option in the Optional Payment
Currency (i.e., a currency other than the Specified Currency). In general,
payments under Dual Currency Notes will be taxed pursuant to the rules regarding
interest, OID, premium and foreign currency transactions discussed above.
However, a United States Holder of a Dual Currency Note with respect to which
the Company's option has been exercised may be considered to have exchanged a
Note denominated in the Specified Currency for a Note denominated in the
Optional Payment Currency. Depending on the terms of the deemed exchange and the
value of the currencies involved, a United States Holder may be required to
recognize gain or loss, if any, equal to the difference between the holder's
basis in the Note denominated in the Specified Currency and the value of the
Note denominated in the Optional Payment Currency.
 
     The Treasury has not published any regulations or rulings that provide
guidance with respect to the Dual Currency Notes. The IRS could, however,
promulgate rules under section 988 of the Code (dealing with transactions in
foreign currency) that could affect the tax consequences described above, and
such rules could be applied retroactively.
 
BACKUP WITHHOLDING AND INFORMATION REPORTING
 
     In general, information reporting requirements will apply to certain
payments of principal, interest, OID and premium paid on Notes and to the
proceeds of sale of a Note made to United States Holders other than certain
exempt recipients (such as corporations). A 31 percent backup withholding tax
will apply to such payments if the United States Holder fails to provide a
taxpayer identification number or certification of foreign or other exempt
status or fails to report in full dividend and interest income.
 
NON-UNITED STATES HOLDERS
 
     Under certain recent tax legislation, "contingent interest" paid to
Non-United States Holders is subject to United States withholding tax. In
general, interest is contingent for this purpose if the amount of the interest
is determined by reference to receipts, sales, cash flow, income or profits of
the issuer or any related person, by reference to any change in value of the
issuer's (or any related person's) property or by reference to any dividend or
similar payment made by the issuer or a related person. In addition, the IRS may
identify by regulation other types of contingent interest. Consequently, the
discussion of withholding under "United States Taxation" in the accompanying
Prospectus does not apply to contingent interest payments. In addition, such
discussion does not address the United States tax consequences of purchasing and
owning Index Notes or any other Notes that might be deemed to be contingent
principal debt instruments. United States tax consequences applicable to the
purchase, ownership and disposition of Notes bearing contingent interest,
contingent principal or Index Notes will be discussed in an applicable Pricing
Supplement.
 
                         PLAN OF DISTRIBUTION OF NOTES
 
     Under the terms of an Agency Agreement, dated October 4, 1993 (the "Agency
Agreement"), the Notes are offered on a continuing basis by the Company through
Lehman Brothers Inc., as Agent, which has agreed to use its reasonable best
efforts to solicit offers to purchase the Notes. The Notes may also be offered
by Lehman Special Securities Inc. The Company will pay the Agent a commission of
from .125% to .625% of the principal amount of each Note, depending on its
Maturity, sold through the Agent. The Company will have the sole right to accept
offers to purchase Notes and may reject any such offer in whole or in part. The
Agent shall have the right, in its discretion reasonably exercised, without
notice to the Company, to reject any offer to purchase Notes received by it, in
whole or in part. The Company also may sell Notes to the Agent, acting as
principal, at a discount to be agreed upon at the time of sale, for resale to
one or more investors at varying prices related to prevailing market prices at
the time of such resale, as determined by the Agent. The Company has also
reserved the right to sell Notes directly on its own behalf or to or through one
or more underwriters or additional agents.
 
                                      S-29
   30
 
     Unless otherwise specified in the applicable Pricing Supplement, payment of
the purchase price of each Note will be required to be made in the Specified
Currency of such Note.
 
     The Agent may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Act"). The Company has agreed to
indemnify the Agent against and contribute toward certain liabilities, including
liabilities under the Act. The Company has agreed to reimburse the Agent for
certain expenses, including fees and disbursements of counsel to the Agent.
 
     The Agent may sell Notes to or through dealers who may resell to investors.
The Agent may pay all or part of its discount or commission to such dealers.
Such dealers may be deemed to be "underwriters" within the meaning of the Act.
 
     The Company has been advised by the Agent that it may from time to time
purchase and sell Notes in the secondary market, but that it is not obligated to
do so. No assurance can be given that there will be a secondary market for the
Notes.
 
     In addition to offering Notes through the Agent as described herein, Debt
Securities which are medium-term notes and may have terms substantially similar
to the terms of the Notes offered hereby (but which constitute one or more
separate series of Debt Securities for purposes of the Indenture) may in the
future be offered, concurrently with the offering of the Notes, on a continuing
basis outside the United States by the Company pursuant to a separate
distribution agreement the terms of which will be substantially similar to the
terms of the Agency Agreement, except that such separate agreement will contain
selling restrictions. Any Debt Securities sold pursuant to such separate
agreement, or sold by the Company to the Agent for resale as contemplated by
such separate agreement, will reduce the principal amount of Notes which may be
offered by this Prospectus Supplement and the Prospectus. Other debt securities
issued by the Company or an affiliate of the Company and guaranteed by the
Company and which may have terms substantially similar to the terms of the Notes
offered hereby may in the future be offered on a continuing basis outside the
United States.
 
     This offering, and all members of the NASD participating in this offering,
will comply with the applicable requirements of Schedule E of the By-Laws of the
NASD.
 
                                      S-30
   31
 
                                    GLOSSARY
 
     Set forth below are definitions of some of the terms used in this
Prospectus Supplement and not defined in the related Prospectus.
 
     "Business Day" means with respect to any Note, unless otherwise specified
in the applicable Pricing Supplement, any day, other than a Saturday or Sunday,
that meets each of the following applicable requirements: such day is (a) not a
day on which banking institutions in the Borough of Manhattan, The City of New
York are authorized or required by law, regulation or executive order to close;
(b) if the Note is denominated in a Foreign Currency other than the ECU, (x) not
a day on which banking institutions are authorized or required by law or
regulation to close in the principal financial center of the country issuing the
Foreign Currency and (y) a day on which banking institutions in such principal
financial center are carrying out transactions in such Foreign Currency; (c) if
the Note is denominated in ECU, (x) not a day on which banking institutions are
authorized or required by law or regulation to close in Luxembourg and (y) an
ECU clearing day, as determined by the ECU Banking Association in Paris; and (d)
if such Note is a LIBOR Note, a London Banking Day.
 
     "Calculation Agent" means the agent appointed by the Company to calculate
interest rates for Floating Rate Notes. Unless otherwise provided in a Pricing
Supplement, the Calculation Agent will be Citibank, N.A.
 
     "Calculation Date" means the date, if any, on which the Calculation Agent
is to calculate an interest rate for a Floating Rate Note, which shall be the
tenth calendar day after the related Interest Determination Date for such Note
or if such day is not a Business Day, the next succeeding Business Day, unless
otherwise specified in such Note and the related Pricing Supplement.
 
     "Composite Quotations" means 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.
 
     "Corporate Trust Office" means the office of the Trustee at 111 Wall
Street, 5th Floor, New York, New York 10043, or such other office of the Trustee
or of any duly appointed Paying Agent as may be specified in the applicable
Pricing Supplement.
 
     "Exchange Rate Day" means any day which is a Business Day in The City of
New York, and if such term is used with reference to a Denominated Currency or
Indexed Currency that is a Foreign Currency, in the principal financial center
of the country of such Denominated Currency or Indexed Currency.
 
     "H.15(519)" means the publication entitled "Statistical Release H.15(519),
Selected Interest Rates," or any successor publication, published by the Board
of Governors of the Federal Reserve System.
 
     "Indenture" means the Indenture, dated as of September 1, 1987 between the
Company and the Trustee, as supplemented and amended by Supplemental Indentures
dated as of November 25, 1987, as of November 27, 1990, as of September 13, 1991
and as of October 4, 1993.
 
     "Index Maturity" means the period of time designated as the representative
maturity of the commercial paper, the certificates of deposit, the U.S. dollar
deposits or the Treasury bills, respectively, by reference to transactions in
which the Commercial Paper Rate, the CD Rate, LIBOR and the Treasury Rate,
respectively, or any other interest rate index in effect from time to time with
respect to a Note, are to be calculated as set forth in a Note bearing interest
at one of those rates and the related Pricing Supplement.
 
     "Initial Interest Rate" means the rate at which a Floating Rate Note will
bear interest from the Issue Date to the first Interest Reset Date, as set forth
in the Note and the related Pricing Supplement.
 
     "Interest Determination Date" means the date as of which the interest rate
for a Floating Rate Note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date
(except in the case of LIBOR and Prime Rate, which are calculated on the
Interest Determination Date) as described under the heading "Floating Rate
Notes" or as otherwise set forth in a Floating Rate Note and the related Pricing
Supplement.
 
                                      S-31
   32
 
     "Interest Payment Date" means the date on which payments of interest on a
Note (other than payments on Maturity) are to be made, which will be on February
15 and August 15 of each year in the case of Fixed Rate Notes and will be the
dates described under the heading "Floating Rate Notes" in the case of Floating
Rate Notes, unless otherwise specified in the Note and the related Pricing
Supplement.
 
     "London Banking Day" means any day on which dealings in deposits in the
Specified Currency are transacted in the London interbank market.
 
     "Maturity" means the date on which the principal of a Note becomes due and
payable, whether at the Stated Maturity or by declaration of acceleration or
otherwise.
 
     "Non-United States Holder" means any holder of a Note other than a United
States Holder.
 
     "Option Value" means, with respect to an Interest Payment Date or Stated
Maturity date, the amount calculated by the Option Value Calculation Agent to be
the arithmetic average of the prices quoted on the date of calculation by three
reference banks (which banks shall be selected by the Option Value Calculation
Agent and shall be reasonably acceptable to the Company) for the right on the
Option Election Date immediately preceding such Interest Payment Date or Stated
Maturity date to purchase for value on such Interest Payment Date or Stated
Maturity date from such reference banks (A) the aggregate amount of the
Specified Currency due on such Interest Payment Date or Stated Maturity date
with respect to all of the Dual Currency Notes of the same Tranche in exchange
for (B) the amount of the Optional Payment Currency that would be received if
the amount in clause (A) were converted into the Optional Payment Currency at
the Designated Exchange Rate.
 
     "Option Value Calculation Agent" means, with respect to any Dual Currency
Note, the option value calculation agent designated in the applicable Pricing
Supplement.
 
     "Original Issue Discount Note" means any Note issued with OID.
 
     "Regular Record Date" means the date on which a Note must be held in order
for the holder to receive an interest payment on the next Interest Payment Date.
Unless otherwise specified in a Note and the related Pricing Supplement, the
Regular Record Dates for Fixed Rate Notes shall be the February 1 and August 1
next preceding such Interest Payment Date, and, in the case of Floating Rate
Notes, shall be the fifteenth day prior to the Interest Payment Date.
 
     "Reuters Screen LIBO Page" means the display designated as page "LIBO" on
the Reuters 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.
 
     "Reuters Screen NYMF Page" means the display designated as page "NYMF" on
the Reuters Monitor Money Rates Service, or such other page as may replace the
NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks.
 
     "Security Register" means the register maintained at the Corporate Trust
Office of the Trustee.
 
     "Spread" means the constant amount, if any, to be added to the Commercial
Paper Rate, the Federal Funds Effective Rate, the CD Rate, LIBOR, the Prime
Rate, the Treasury Rate or any other interest rate index in effect from time to
time with respect to a Note, which amount will be set forth in such Note and the
related Pricing Supplement.
 
     "Spread Multiplier" means the constant amount by which the Commercial Paper
Rate, the Federal Funds Effective Rate, the CD Rate, LIBOR, the Prime Rate, the
Treasury Rate or any other interest rate index in effect from time to time with
respect to a Note is to be multiplied, which amount will be set forth in such
Note and the related Pricing Supplement.
 
     "Stated Maturity" means the date specified in a Note as the date on which
principal of such Note is due and payable.
 
     "Telerate Page 3740" means the display designated as page "3740" on the
Telerate Service, or such other page as may replace the 3740 page on that
service or such other service or services as may be nominated by
 
                                      S-32
   33
 
the British Bankers' Association for the purpose of displaying London interbank
offered rates for deposits in Australian Dollars, French Francs, Canadian
Dollars, Italian Lira, Spanish Pesetas and Dutch Guilders.
 
     "Telerate Page 3750" means the display designated as page "3750" on the
Telerate Service, or such other page as may replace the 3750 page on that
service or such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered
rates for deposits in U.S. Dollars, British Pounds Sterling, German Deutsche
Marks, Swiss Francs, Japanese Yen and ECU.
 
     "Total Option Value" means, with respect to any Dual Currency Note on any
date, an amount (calculated, as of such date, by the Option Value Calculation
Agent) equal to the sum of the Option Values (calculated as of such date by the
Option Value Calculation Agent) for all Interest Payment Dates occurring after
the date of calculation up to and including the Stated Maturity date.
 
     "Treasury Department" means the United States Department of the Treasury.
 
     "Treasury Regulations" means final, temporary or proposed Treasury
Department regulations.
 
     "Trustee" means Citibank, N.A.
 
In addition, definitions for the following terms are set forth in this
Prospectus Supplement at the pages indicated:
 


                                                                                LOCATION
DEFINED TERM                                                                  OF DEFINITION
- ---------------------------------------------------------------------------  ---------------
                                                                          
accrued OID................................................................        S-23
Act........................................................................        S-29
Agency Agreement...........................................................        S-29
Agent......................................................................         S-1
Amortized Face Amount......................................................        S-15
Amortizing Notes...........................................................        S-15
applicable Index...........................................................        S-13
Base Exchange Rate.........................................................        S-12
Book-Entry Note............................................................         S-1
CD Interest Determination Date.............................................         S-7
CD Rate....................................................................         S-9
CD Rate Note...............................................................         S-6
Certificated Note..........................................................         S-1
Code.......................................................................        S-22
Commercial Paper Interest Determination Date...............................         S-7
Commercial Paper Rate......................................................         S-8
Commercial Paper Rate Note.................................................         S-6
Company....................................................................         S-1
Currency Indexed Notes.....................................................        S-12
Denominated Currency.......................................................        S-12
Depository.................................................................        S-16
Designated Exchange Rate...................................................        S-14
Determination Agent........................................................        S-12
Determination Date.........................................................        S-12
Dual Currency Notes........................................................        S-14
ECU........................................................................         S-1
Election Interval..........................................................        S-19
Exchange Rate Agent........................................................         S-3
Extended Maturity Date.....................................................        S-19

 
                                      S-33
   34
 


                                                                                LOCATION
DEFINED TERM                                                                  OF DEFINITION
- ---------------------------------------------------------------------------  ---------------
                                                                          
Extension Notice...........................................................        S-18
Extension Period...........................................................        S-18
Face Amount................................................................        S-12
Federal Funds Effective Rate...............................................         S-9
Federal Funds Effective Rate Note..........................................         S-6
Federal Funds Interest Determination Date..................................         S-7
Final Maturity.............................................................        S-18
Fixed Rate Note............................................................         S-6
Floating Rate Note.........................................................         S-6
Foreign Currency...........................................................         S-1
Foreign Currency Note......................................................        S-26
Foreign Specified Currency.................................................         S-1
Global Security............................................................         S-1
Indexed Currency...........................................................        S-12
Indexed Note...............................................................         S-1
Initial Maturity Date......................................................        S-19
Initial Maturity Extension Date............................................        S-19
Interest Reset Date........................................................         S-7
IRS........................................................................        S-23
Issue Date.................................................................         S-1
LIBOR......................................................................        S-10
LIBOR Interest Determination Date..........................................         S-7
LIBOR Note.................................................................         S-6
LIBOR Reuters..............................................................        S-10
LIBOR Telerate.............................................................        S-10
Market Exchange Rate.......................................................         S-3
Maturity Extension Date....................................................        S-19
NASD.......................................................................        S-17
New Notes..................................................................        S-25
Notes......................................................................         S-1
OID........................................................................        S-22
Old Notes..................................................................        S-25
Option Election Date.......................................................        S-14
Optional Payment Currency..................................................        S-33
Optional Reset Date........................................................        S-17
Original Stated Maturity...................................................        S-18
Pricing Supplement.........................................................         S-1
Prime Interest Determination Date..........................................         S-7
Prime Rate.................................................................        S-11
Prime Rate Note............................................................         S-6
Proposed Regulations.......................................................        S-22
Proposed 1001 Regulations..................................................        S-25
Reference Dealers..........................................................        S-12
Renewable Note.............................................................        S-19
Reset Notice...............................................................        S-17
Revised Terms..............................................................        S-25
Short-Term Original Issue Discount Notes...................................        S-24

 
                                      S-34
   35
 


                                                                                LOCATION
DEFINED TERM                                                                  OF DEFINITION
- ---------------------------------------------------------------------------  ---------------
                                                                          
Special Election Period....................................................        S-19
Specified Currency.........................................................         S-1
Spot Rate..................................................................        S-12
Subsequent Interest Period.................................................        S-17
Tranche....................................................................        S-14
Treasury bills.............................................................        S-11
Treasury Interest Determination Date.......................................         S-7
Treasury Rate..............................................................        S-11
Treasury Rate Note.........................................................         S-6
United States Holder.......................................................        S-22

 
                                      S-35
   36
 
- ------------------------------------------------------
- ------------------------------------------------------
 
     No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and the accompanying Prospectus Supplement and, if given or made,
such information or representations must not be relied upon as having been
authorized. Neither the delivery of this Prospectus and the accompanying
Prospectus Supplement nor any sale made hereunder or thereunder shall under any
circumstances create an implication that there has been no change in the affairs
of the Company since the date hereof. Neither this Prospectus nor the
accompanying Prospectus Supplement constitutes 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
 
            PROSPECTUS SUPPLEMENT
 


                                        PAGE
                                        ----
                                     
Description of Notes..................   S-2
Important Currency Information........  S-20
Currency Risks........................  S-20
Certain United States Federal Income
  Tax Consequences....................  S-21
Plan of Distribution of Notes.........  S-29
Glossary..............................  S-31

 
                 PROSPECTUS
 
                                     
Available Information.................     2
Documents Incorporated by Reference...     2
The Company...........................     3
Use of Proceeds.......................     3
Ratio of Earnings to Fixed Charges....     3
Description of Debt Securities........     4
Limitations on Insurance of Bearer
  Securities..........................    14
United States Taxation................    15
Capital Requirements..................    17
Plan of Distribution..................    18
ERISA Matters.........................    19
Legal Opinions........................    19
Independent Accountants...............    20


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


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                                 $1,344,850,000
 
                                LEHMAN BROTHERS
                                 HOLDINGS INC.
 
                          MEDIUM-TERM NOTES, SERIES E
                          ---------------------------
                             PROSPECTUS SUPPLEMENT
                                 MARCH 4, 1994
                          ---------------------------
                                LEHMAN BROTHERS
 
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             ------------------------------------------------------