Rule 424(b)(3)
                                             Registration No. 333-37034
                         PRICING SUPPLEMENT NO. 3
                     TO PROSPECTUS DATED June 20, 2000
                      (As supplemented June 22, 2000)


                            MEDIUM-TERM NOTES
                            (Floating Rate Note)

                (Due from one year to 30 years from date of issue)

Designation:  Floating Rate            Original Issue Date:
Medium-Term Notes Due                  SEPTEMBER 26, 2002
SEPTEMBER 27, 2004

Principal Amount:  $400,000,000        Maturity Date:
                                       SEPTEMBER 27, 2004

Issue Price (as a percentage of        Regular Record Dates:
 Principal Amount):  100.00%           Fifteenth calendar day, whether
                                       or not a Business Day prior to
                                       the corresponding Interest
Interest Rate Base: Libor (3 month)    Payment Date.

Index Maturity:  3 months              Designated Libor page:  Telerate
                                       Page 3750

Spread: Plus 0.125%                    Interest Reset Dates: Each Interest
                                       Payment Date (other than the Maturity

Initial Interest Rate: 1.909 %       Interest Reset Period: Quarterly

Interest Payment Dates:                Interest Determination Dates:
Quarterly, on the 27th of September    Second London Banking Day preceding
December, March, and June,             each Interest Reset Date
commencing on December 27, 2002.

Commission or Discount (as a
percentage of Principal Amount): 0.004%

CUSIP:  459 20Q DH4                    Redemption Provisions:  None

Form: [X] Book-Entry
      [ ] Certificated


     This is a Pricing Supplement. It adds to, or 'supplements' the
description of the Notes referred to in the accompanying Prospectus
Supplement and Prospectus. It provides specific pricing and other information
prudent investors want to know about the Notes.  This Pricing Supplement also
amends the Prospectus Supplement and Prospectus to the extent that the
description of the Notes in this Pricing Supplement is different from the
terms which are set forth in the Prospectus Supplement and Prospectus.


      The Notes will bear interest at a rate which is reset on the
Interest Reset Dates which have been listed above.  The interest rate in
effect from the Original Issue Date to the first Interest Reset Date for the
Notes will be the Initial Interest Rate.  Thereafter, the interest rate
per annum on the Notes for each Interest Reset Period will be determined
at the rate for Three (3) Month Libor plus a Spread of 12.5 basis points

      Interest on the Notes will be calculated based on the actual number
of days elapsed over a year of 360 days.  The Calculation Agent for the
Notes will be JP Morgan Chase Bank.

     If any Interest Payment Date or any Interest Reset Date would otherwise
be a day that is not a Business Day, such date will be postponed to the
next day that is a Business Day.  However, if that day falls in the next
calendar month, the Interest Payment Date or Interest Reset Date will be
advanced to the first preceding day that is a Business Day.

      For purposes of this offering, the term "Business Day" means any
day on which commercial banks and foreign exchange markets settle payments
in The City of New York, and is a day on which dealings in deposits in U.S.
Dollars are transacted in the London interbank market (a "London Banking

      We have capitalized a number of terms in this document. If you do not
see a definition for those terms in this document, those terms will have the
meanings which we have already given to them in the Prospectus Supplement
and the Prospectus.


      The Notes are not redeemable by the Company.


      Notes in the total Principal Amount of $400,000,000 will be sold
to Banc of America Securities LLC at the Issue Price set forth
at the top of this Pricing Supplement. They, in turn, will resell these
Notes to investors at varying prices, which prices are dependent on prevailing
market conditions at the time of resale.

Dated:  September 23, 2002