Pricing Supplement Dated May 10, 2002                  Rule 424(b)(3)
(To Prospectus Dated February 20, 2001)                File No. 333-55440

                         Medium-Term Notes - Fixed Rate
Agent:                      Lehman Brothers, Morgan Stanley, UBS Warburg LLC,
                            Chase Securities Inc., Salomon Smith Barney

Principal Amount:           $675,000,000.00
Agent's Discount
  or Commission:            $553,500.00
Net Proceeds to Company:    $673,528,500.00
Interest Rate:              5.250% per annum
Issue Date:                 05/15/02
Maturity Date:              05/16/05
Interest Payment Dates:     The 1st day of each April and October and at
                            Maturity, commencing  October 1, 2002 and
                            ending on the Maturity Date.

Calculation Agent:  GMAC

Interest Calculation:
      /X/  Regular Fixed Rate Note

Day Count Convention:
      / / Actual/360  for the period from / / to / /
      / / Actual/Actual  for the period from / / to / /
      /X/ 30/360 for the period from 05/15/02 to 05/16/05

      /X/ The Notes cannot be redeemed prior to the Stated Maturity Date.
      / / The Notes may be redeemed prior to Stated Maturity Date.
      / / Initial Redemption Date:
          Initial Redemption Percentage: ___%
          Annual Redemption Percentage Reduction:  ___% until Redemption
          Percentage is 100% of the Principal Amount.

      /X/ The Notes cannot be repaid prior to the Maturity Date.
      / / The Notes can be repaid prior to the Maturity Date at the option of
          the holder of the Notes. (See Below)
      / / Optional Repayment Date(s):
           Repayment Price:    %

      Specified Currency: U.S. (If other than U.S. dollars, see attached)
      Minimum Denominations: ___________ (Applicable only if Specified
      Currency is other than U.S. dollars)

Original Issue Discount:  / / Yes   /X/ No
      Total Amount of OID:          Yield to Maturity:
      Initial Accrual Period:

Form:    /X/  Book-Entry    / /  Certificated

Other:  / /   Principal    /X/   Agent

If as principal:
         / /  The  Notes  are being  offered  at  varying  prices  related  to
              prevailing market prices at the time of resale.
        /X/   The Notes are being offered at a fixed initial  public  offering
              price of 99.918% of principal amount.

If as agent:

The Notes are being offered at a fixed  initial  public  offering  price of
    _____% of principal amount.