Common use of Administrative Procedures for Book-Entry Notes Clause in Contracts

Administrative Procedures for Book-Entry Notes. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Issuer and the Trustee to DTC, dated • , and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated May 14, 1991, and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). Issuance: On any date of settlement (as defined under "Settlement" below) for one or more Book-Entry Notes, the Issuer will issue a single global security in fully registered form without coupons (a "Global Security") representing up to $500,000,000 principal amount of all such Notes that have the same Stated Maturity and Final Maturity, Earliest Redemption Date, Redemption Price and other redemption provisions, if any, Interest Payment Dates, Regular Record Dates, Interest Payment Period, original issue discount, if any, and, additionally, in the case of Fixed Rate Notes, interest rate and, in the case of Floating Rate Notes, Initial Interest Rate, Base Rate or Rates, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier, if any, Minimum Interest Rate, if any, and Maximum Interest Rate, if any (collectively, the "Terms"). Each Global Security will be dated and issued as of the date of its authentication by the Trustee. Each Global Security will bear interest from the later of the Original Issue Date specified therein or from the most recent Interest Payment Date with respect to such Global Security (or Predecessor Security) to which interest has been paid or duly provided for (such later date being herein referred to as a "Global Interest Accrual Date"). Book-Entry Notes may only be denominated and payable in U.S. dollars. No Global Security will represent any Certificated Note. Identification Numbers: The Issuer has arranged with the CUSIP Service Bureau of Standard & Poor's Corporation (the "CUSIP Service Bureau") for the reservation of a series of CUSIP numbers (including tranche numbers), which series consists of approximately [900] CUSIP numbers (of which [850] remained unassigned as of the date hereof) and relates to Global Securities representing the Book-Entry Notes. The Issuer has obtained from the CUSIP Service Bureau a written list of such series of reserved CUSIP numbers and has delivered to the Trustee and DTC such written list of such CUSIP numbers. The Trustee will assign CUSIP numbers to Global Securities as described under Settlement Procedure "B" below. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has assigned to Global Securities. At any time when fewer than 100 of the reserved CUSIP numbers of a series remain unassigned to Global Securities, the Trustee, if it deems necessary, will reserve additional CUSIP numbers for assignment to Global Securities representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers, the Trustee shall deliver a list of such additional CUSIP numbers to the Issuer and DTC. Registration: Each Global Security will be registered in the name of Cede & Co., as nominee for DTC, on the register of Securities maintained under the Indenture. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the "Participants") to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.

Administrative Procedures for Book-Entry Notes. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Clearstream or Euroclear, the Trustee will perform the custodial, document control and administrative functions described below, including, (1) in the case of Book-Entry Notes held through DTC (“DTC Book-Entry Notes”), in accordance with its respective obligations under a Letter of Representations from the Issuer Company and the Trustee to DTC, dated • , DTC and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated May 14, 1991, DTC and its obligations as a participant in DTC, including DTC's ’s Same-Day Funds Settlement System ("“SDFS")”) and (2) in the case of Notes held through Clearstream and/or Euroclear, in its capacity as Common Depositary. Issuance: On any date of settlement (as defined under "“Settlement" ” below) for one or more Book-Entry Notes, the Issuer Company will (i) cause the Registrar to increase the outstanding aggregate principal amount of one or more master notes (each a “Master Note”), a security in fully registered form without coupons or (ii) issue a single global security in fully registered form without coupons (each a "“Global Security"”) each representing up to $500,000,000 principal amount of all such Book-Entry Notes that have the same Stated Maturity and Final Maturityoriginal issue date, Earliest Redemption Date, Redemption Price and other redemption original issue discount provisions, if any, Interest Payment Dates, Regular Record Dates, Interest Payment Periodreset, original issue discountextension, repayment, sinking fund and redemption provisions, if any, Maturity Date and, additionally, in the case of Fixed Rate Notes, interest rate andrate, or, in the case of Floating Rate Notes, Initial Interest Rateinitial interest rate, Base Rate or RatesRate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier, if any, Minimum Interest Rateminimum interest rate, if any, and Maximum Interest Ratemaximum interest rate, if any (collectivelyall of the foregoing are collectively referred to as the “Terms”). If DTC Book-Entry Notes having an aggregate principal amount in excess of U.S. $500,000,000 would, but for the "Terms")preceding sentence, be represented by a single Global Security, then one Global Security will be issued to represent each U.S. $500,000,000 aggregate principal amount of such DTC Book-Entry Notes and an additional Global Security will be issued to represent any remaining principal amount of such DTC Book-Entry Notes. Each Global Security will be dated and issued as of the date of its authentication Settlement and authenticated by the Trustee. Each Global Security will bear interest an original issue date, which will be (i) with respect to an original Global Security (or any portion thereof), the original issue date specified in such Global Security and (ii) following a consolidation of Global Securities, with respect to the Global Security resulting from the later of the Original Issue Date specified therein or from such consolidation, the most recent Interest Payment Date with respect to such Global Security (or Predecessor Security) to which interest has been paid or duly provided for (on the predecessor Global Securities, regardless of the date of authentication of such later date being herein referred to as a "resulting Global Interest Accrual Date"). Book-Entry Notes may only be denominated and payable in U.S. dollarsSecurity. No Global Security will represent any Certificated Noteboth Fixed Rate and Floating Rate Book-Entry Notes. Exh. A -2 Identification Numbers: DTC Book-Entry Notes. The Issuer Company has arranged with CUSIP Global Services (“CUSIP Global Services”), managed on behalf of the CUSIP Service Bureau of Standard & Poor's Corporation American Bankers Association by FactSet Research Systems Inc. (the "CUSIP Service Bureau") “FactSet”), for the reservation of a series of CUSIP numbers (including tranche numbers), which series consists of approximately [900] 900 CUSIP numbers (of which [850] remained unassigned as of the date hereof) and relates to Global Securities representing the DTC Book-Entry NotesNotes and book-entry medium-term notes issued by the Company with or without other series designations. The Issuer has Trustee, the Company and DTC have obtained from the CUSIP Service Bureau Global Services a written list of such series of reserved CUSIP numbers and has delivered to the Trustee and DTC such written list of such CUSIP numbers. The Trustee Company will assign CUSIP numbers to Global Securities or other book-entry medium-term notes as described below under Settlement Procedure "“B" below”. DTC will notify the CUSIP Service Bureau Global Services periodically of the CUSIP numbers that the Trustee Company has assigned to Global SecuritiesSecurities and other book-entry medium-term notes. At The Trustee will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers of a series remain unassigned to Global SecuritiesSecurities and other book-entry medium-term notes, the Trusteeand, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities representing Bookand other book-Entry Notesentry medium-term notes. Upon obtaining such additional CUSIP numbers, the Trustee Company shall deliver a list of such additional CUSIP numbers to the Issuer Trustee and DTC. Registration: Each Global Security will be registered in the name of Cede & Co., as nominee for DTC, on the register of Securities maintained under the Indenture. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the "Participants") to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.

Administrative Procedures for Book-Entry Notes. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Trustee Chase will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a the Letter of Representations from the Issuer and the Trustee to DTC, dated • , and a Medium-Medium Term Note Certificate Agreement between Chase and DTC dated as of December 2, 1988 (the Trustee and DTC"Medium Term Note Certificate Agreement"), dated May 14, 1991a copy of which is attached hereto, and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). Issuance: 45 Price to Public Each Book-Entry Note will be issued at 100% of principal amount, unless otherwise determined by the Company. Date of Issuance On any date of settlement Settlement Date (as defined under "Settlement" below) for one or more Book-Entry Notes, the Issuer Company will issue a single global security in fully registered form without coupons (a "Global Security") representing up to $500,000,000 principal amount of all such Book-Entry Notes that have the same Stated Maturity and Final Maturity, Earliest Redemption Date, Redemption Price and other redemption provisions, if any, Interest Payment Dates, Regular Record Dates, Interest Payment Period, original issue discount, if any, and, additionally, in the case of Fixed Rate Notes, interest rate and, in the case of Floating Rate Notes, Initial Interest Rate, Base Rate or Rates, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier, if any, Minimum Interest Rate, if any, and Maximum Interest Rate, if any (collectively, the "Terms")terms. Each Global Security will be dated and issued as of the date of its authentication by the Trustee. Each Global Security will bear interest an original issue date, which will be (i) with respect to an original Global Security (or any portion thereof), the original issue date specified in such Global Security and (ii) following a consolidation of Global Securities, with respect to the Global Security resulting from the later of the Original Issue Date specified therein or from such consolidation, the most recent Interest Payment Date with respect to such Global Security (or Predecessor Securityas defined in the Indenture) to which interest has been paid or duly provided for (on the predecessor Global Securities regardless of the date of authentication of such later date being herein referred to as a "resulting Global Interest Accrual Date"). Book-Entry Notes may only be denominated and payable in U.S. dollarsSecurity. No Global Security will represent (i) both Fixed Rate Book-Entry Notes and Floating Rate Book-Entry Notes or (ii) any Certificated Note. Identification Numbers: Numbers The Issuer Company has arranged with the CUSIP Service Bureau of Standard & Poor's Corporation (the "CUSIP Service Bureau") for the reservation of a series of CUSIP numbers (including tranche numbers), which series consists of approximately [900] 900 CUSIP numbers (of which [850] remained unassigned as of the date hereof) and relates to Global Securities representing the Book-Entry NotesNotes and book-entry Medium-Term Notes issued by the Company with other series designations. The Issuer Company has obtained from the CUSIP Service Bureau a written list of such series of reserved CUSIP numbers and has delivered to the Trustee and DTC such written list provided a copy of such CUSIP numberslist to DTC and Chase. The Trustee Company will assign CUSIP numbers to Global Securities as described below under Settlement Procedure "BB." below. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee Company has assigned to Global Securities. At Chase will notify the Company at any time when fewer than 100 50 of the reserved CUSIP numbers of a series remain unassigned to Global Securities, the Trusteeand, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities representing Book-Entry NotesSecurities. Upon obtaining such additional CUSIP numbers, the Trustee Company shall deliver a list of such additional CUSIP numbers to the Issuer Chase and DTC. Registration: Registration Global Securities will be issued only in fully registered form without coupons. Each Global Security will be registered in the name of Cede CEDE & Co.CO., as nominee for DTC, on the securities register of Securities for the Notes maintained under the Indenture. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Book-Entry Note, the "Participants") to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner in such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner (or such indirect participant in DTC) in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC. Transfers Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Book-Entry Note. Exchanges Chase may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation specifying (i) the CUSIP numbers of two or more outstanding Global Securities that represent (A) Fixed Rate Book-Entry Notes having the same terms and for which interest has been paid to the same date or (B) Floating Rate Book-Entry Notes having the same terms and for which interest has been paid to the same date, (ii) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next Interest Payment Date for such Book-Entry Notes, on which such Global Securities shall be exchanged for a single replacement Global Security and (iii) a new CUSIP number, obtained from the Company, to be assigned to such replacement Global Security. Upon receipt of such a notice, DTC will send to its participants (including Chase) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, Chase will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and such new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, Chase will exchange such Global Securities for a single Global Security bearing the new CUSIP number and the CUSIP Numbers of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. Notwithstanding the foregoing, if the Global Securities to be exchanged exceed $500,000,000 in aggregate principal amount, one Global Security will be authenticated and issued to represent each $500,000,000 of principal amount of the exchanged Global Securities and an additional Global Security will be authenticated and issued to represent any remaining principal amount of such Global Securities (see "Denominations" below).

Administrative Procedures for Book-Entry Notes. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Citibank, N.A. and Deutsche Bank Trust Company Americas (together, the Trustee “DTC Agents”) will perform the custodial, document control and administrative functions described belowbelow for the Series D Notes and the Series E Notes, respectively. Citibank, N.A. will perform such functions in accordance with its respective obligations under a Letter of Representations from the Issuer Company and Citibank, N.A. to DTC dated as of the Trustee to DTC, dated • , date hereof and a Medium-Term Note Certificate Agreement between the Trustee Citibank, N.A. and DTC, dated May 14as of October 31, 19911988 and as amended to date, and its obligations as a participant in DTC, including DTC's ’s Same-Day Funds Settlement System system ("“SDFS"”). Deutsche Bank Trust Company Americas will perform such functions in accordance with its respective obligations under a Letter of Representations from the Company and Deutsche Bank Trust Company Americas to DTC to be executed on a future date and a Certificate Agreement between DTC and Deutsche Bank Trust Company Americas, dated as of December 5, 1997 and as amended to date, and its obligations as a participant in DTC, including DTC’s SDFS. Issuance: On any date of settlement (as defined under "“Settlement" ” below) for one or more Book-Entry Notes, the Issuer Company will issue a single global security in fully registered form without coupons (a "“Global Security"”) representing up to U.S $500,000,000 principal amount of all such Book-Entry Notes of the same Series that have the same Stated Maturity and Final Maturity, Earliest Redemption Original Issue Date, Redemption Price and other redemption Original Issue Discount provisions, if any, Interest Payment Dates, Regular Record Dates, Interest Payment Period, original issue discountredemption repayment and extension provisions, if any, Stated Maturity, and, additionally, in the case of Fixed Rate Notes, interest rate andrate, and amortization schedule, if any, or, in the case of Floating Rate Notes, Initial Interest Rate, Base Rate or RatesRate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or and/or Spread Multiplier, if any, Minimum Interest Rate, if any, and Maximum Interest Rate, if any and, in each case, any other relevant terms (collectively, the "“Terms"”). Each Global Security will be dated and issued as of the date of its authentication by the Trusteesettlement. Each Global Security will bear interest from the later of an Original Issue Date, which will be (i) with respect to an original Global Security (or any portion thereof), the Original Issue Date specified therein or in such Global Security and (ii) following a consolidation of Global Securities, with respect to the Global Security resulting from such consolidation, the most recent Interest Payment Date with respect to such Global Security (or Predecessor Security) to which interest has been paid or duly provided for (on the predecessor Global Securities, regardless of the date of authentication of such later date being herein referred to as a "resulting Global Interest Accrual Date"). Book-Entry Notes may only be denominated and payable in U.S. dollarsSecurity. No Global Security will represent (i) both Fixed Rate and Floating Rate Book-Entry Notes, (ii) any Certificated Note, or (iii) both Series D Notes and Series E Notes. Identification Numbers: The Issuer Company has arranged with the CUSIP Service Bureau of Standard & Poor's Corporation ’s Ratings Services (the "“CUSIP Service Bureau"”) for the reservation of a series two Series of CUSIP numbers (including tranche numbers), one for Series D Notes and one for Series E Notes, each of which series consists of approximately [900] 900 CUSIP numbers (of which [850] remained unassigned as of the date hereof) and relates to Global Securities representing the Book-Entry NotesNotes and book-entry medium-term notes issued by the Company with other Series designations. The Issuer has DTC Agents, the Company and DTC have obtained from the CUSIP Service Bureau a written list of such series of reserved CUSIP numbers and has delivered to the Trustee and DTC such written list of such CUSIP numbers. The Trustee DTC Agents will assign CUSIP numbers to Global Securities as described below under Settlement Procedure "“B" below”. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has DTC Agents have assigned to Global Securities. At Each DTC Agent will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers of a series remain unassigned to Global Securities, the Trusteeand, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities representing Book-Entry NotesSecurities. Upon obtaining such additional CUSIP numbers, the Trustee Company shall deliver a list of such additional CUSIP numbers to the Issuer either or both DTC Agents, as needed, and to DTC. Registration: Global Securities will be issued only in fully registered form without coupons. Each Global Security will be registered in the name of Cede CEDE & Co.CO., as nominee for DTC, on the securities register of for the Notes (the “Securities Register”) maintained under the IndentureIndentures. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Book-Entry Note, the "“Participants"”) to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner in such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner (or such participant) in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC. Transfers: Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Note. Exchanges: Each DTC Agent may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation (a copy of which shall be attached to the resulting Global Security described below) specifying (i) the CUSIP numbers of two or more outstanding Global Securities that represent (A) Fixed Rate Book-Entry Notes of the same Series Dnd having the same Terms and for which interest has been paid to the same date or (B) Floating Rate Book-Entry Notes of the same Series Dnd having the same Terms and for which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book-Entry Notes, on which such Global Securities shall be exchanged for a single replacement Global Security and (iii) a new CUSIP number to be assigned to such replacement Global Security. Upon receipt of such a notice, DTC will send to its participants (including the DTC Agent for such replacement Global Security) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, such DTC Agent will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and such new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, such DTC Agent will exchange such Global Securities for a single Global Security bearing the new CUSIP number and a new Original Issue Date, which shall be the last date to which interest has been paid on the underlying Book-Entry Notes, and the CUSIP numbers of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. Upon such exchange, the DTC Agent will xxxx the predecessor Global Security “canceled”, make appropriate entries in the DTC Agent’s records and destroy such canceled Global Security in accordance with the terms of the Indenture and deliver a certificate of destruction to the Company. Notwithstanding the foregoing, if the Global Securities to be exchanged exceed U.S $500,000,000 in aggregate principal amount, one Global Security will be authenticated and issued to represent each U.S. $500,000,000 of principal amount of the exchanged Global Securities and an additional Global Security will be authenticated and issued to represent any remaining principal amount of such Global Securities (see “Denominations” below).

Administrative Procedures for Book-Entry Notes. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Clearstream or Euroclear, the Trustee will perform the custodial, document control and administrative functions described below, including, (1) in the case of Book-Entry Notes held through DTC (“DTC Book-Entry Notes”), in accordance with its respective obligations under a Letter of Representations from the Issuer Company and the Trustee to DTC, dated • , DTC and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated May 14, 1991, DTC and its obligations as a participant in DTC, including DTC's ’s Same-Day Funds Settlement System ("“SDFS")”) and (2) in the case of Notes held through Clearstream and/or Euroclear, in its capacity as Common Depositary. Issuance: On any date of settlement (as defined under "“Settlement" ” below) for one or more Book-Entry Notes, the Issuer Company will (i) cause the Registrar to increase the outstanding aggregate principal amount of one or more master notes (each a “Master Note”), a security in fully registered form without coupons or (ii) issue a single global security in fully registered form without coupons (each a "“Global Security"”) each representing up to $500,000,000 principal amount of all such Book-Entry Notes that have the same Stated Maturity and Final Maturityoriginal issue date, Earliest Redemption Date, Redemption Price and other redemption original issue discount provisions, if any, Interest Payment Dates, Regular Record Dates, Interest Payment Periodreset, original issue discountextension, repayment, sinking fund and redemption provisions, if any, Maturity Date and, additionally, in the case of Fixed Rate Notes, interest rate andrate, or, in the case of Floating Rate Notes, Initial Interest Rateinitial interest rate, Base Rate or RatesRate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier, if any, Minimum Interest Rateminimum interest rate, if any, and Maximum Interest Ratemaximum interest rate, if any (collectivelyall of the foregoing are collectively referred to as the “Terms”). If DTC Book-Entry Notes having an aggregate principal amount in excess of U.S. Exh. A - 2 $500,000,000 would, but for the "Terms")preceding sentence, be represented by a single Global Security, then one Global Security will be issued to represent each U.S. $500,000,000 aggregate principal amount of such DTC Book-Entry Notes and an additional Global Security will be issued to represent any remaining principal amount of such DTC Book-Entry Notes. Each Global Security will be dated and issued as of the date of its authentication Settlement and authenticated by the Trustee. Each Global Security will bear interest an original issue date, which will be (i) with respect to an original Global Security (or any portion thereof), the original issue date specified in such Global Security and (ii) following a consolidation of Global Securities, with respect to the Global Security resulting from the later of the Original Issue Date specified therein or from such consolidation, the most recent Interest Payment Date with respect to such Global Security (or Predecessor Security) to which interest has been paid or duly provided for (on the predecessor Global Securities, regardless of the date of authentication of such later date being herein referred to as a "resulting Global Interest Accrual Date"). Book-Entry Notes may only be denominated and payable in U.S. dollarsSecurity. No Global Security will represent any Certificated Note. Identification Numbers: The Issuer has arranged with the CUSIP Service Bureau of Standard & Poor's Corporation (the "CUSIP Service Bureau") for the reservation of a series of CUSIP numbers (including tranche numbers), which series consists of approximately [900] CUSIP numbers (of which [850] remained unassigned as of the date hereof) both Fixed Rate and relates to Global Securities representing the Floating Rate Book-Entry Notes. The Issuer has obtained from the CUSIP Service Bureau a written list of such series of reserved CUSIP numbers and has delivered to the Trustee and DTC such written list of such CUSIP numbers. The Trustee will assign CUSIP numbers to Global Securities as described under Settlement Procedure "B" below. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has assigned to Global Securities. At any time when fewer than 100 of the reserved CUSIP numbers of a series remain unassigned to Global Securities, the Trustee, if it deems necessary, will reserve additional CUSIP numbers for assignment to Global Securities representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers, the Trustee shall deliver a list of such additional CUSIP numbers to the Issuer and DTC. Registration: Each Global Security will be registered in the name of Cede & Co., as nominee for DTC, on the register of Securities maintained under the Indenture. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the "Participants") to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.

Administrative Procedures for Book-Entry Notes. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Clearstream or Euroclear, the Trustee will perform the custodial, document control and administrative functions described below, including, (1) in the case of Book-Entry Notes held through DTC (“DTC Book-Entry Notes”), in accordance with its respective obligations under a Letter of Representations from the Issuer Company and the Trustee to DTC, dated • , DTC and a Medium-Term Note Certificate Agreement between the Trustee and DTC, dated May 14, 1991, DTC and its obligations as a participant in DTC, including DTC's ’s Same-Day Funds Settlement System ("“SDFS")”) and (2) in the case of Notes held through Clearstream and/or Euroclear, in its capacity as Common Depositary. Issuance: On any date of settlement (as defined under "“Settlement" ” below) for one or more Book-Entry Notes, the Issuer Company will (i) cause the Registrar to increase the outstanding aggregate principal amount of one or more master notes (each a “Master Note”), a security in fully registered form without coupons or (ii) issue a single global security in fully registered form without coupons (each a "“Global Security"”) each representing up to $500,000,000 principal amount of all such Book-Entry Notes that have the same Stated Maturity and Final Maturityoriginal issue date, Earliest Redemption Date, Redemption Price and other redemption original issue discount provisions, if any, Interest Payment Dates, Regular Record Dates, Interest Payment Periodreset, original issue discountextension, repayment, sinking fund and redemption provisions, if any, Maturity Date and, additionally, in the case of Fixed Rate Notes, interest rate andrate, or, in the case of Floating Rate Notes, Initial Interest Rateinitial interest rate, Base Rate or RatesRate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier, if any, Minimum Interest Rateminimum interest rate, if any, and Maximum Interest Ratemaximum interest rate, if any (collectivelyall of the foregoing are collectively referred to as the “Terms”). If DTC Book-Entry Notes having an aggregate principal amount in excess of U.S. $500,000,000 would, but for the "Terms")preceding sentence, be represented by a single Global Security, then one Global Security will be issued to represent each U.S. $500,000,000 aggregate principal amount of such DTC Book-Entry Notes and an additional Global Security will be issued to represent any remaining principal amount of such DTC Book-Entry Notes. Each Global Security will be dated and issued as of the date of its authentication Settlement and authenticated by the Trustee. Each Global Security will bear interest an original issue date, which will be (i) with respect to an original Global Security (or any portion thereof), the original issue date specified in such Global Security and (ii) following a consolidation of Global Securities, with respect to the Global Security resulting from the later of the Original Issue Date specified therein or from such consolidation, the most recent Interest Payment Date with respect to such Global Security (or Predecessor Security) to which interest has been paid or duly provided for (on the predecessor Global Securities, regardless of the date of authentication of such later date being herein referred to as a "resulting Global Interest Accrual Date"). Book-Entry Notes may only be denominated and payable in U.S. dollarsSecurity. No Global Security will represent any Certificated Noteboth Fixed Rate and Floating Rate Book-Entry Notes. Exh. A -2 Identification Numbers: DTC Book-Entry Notes. The Issuer Company has arranged with the CUSIP Service Bureau of Standard & Poor's ’s Corporation (the "“CUSIP Service Bureau"”) for the reservation of a series of CUSIP numbers (including tranche numbers), which series consists of approximately [900] 900 CUSIP numbers (of which [850] remained unassigned as of the date hereof) and relates to Global Securities representing the DTC Book-Entry NotesNotes and book-entry medium-term notes issued by the Company with or without other series designations. The Issuer has Trustee, the Company and DTC have obtained from the CUSIP Service Bureau a written list of such series of reserved CUSIP numbers and has delivered to the Trustee and DTC such written list of such CUSIP numbers. The Trustee Company will assign CUSIP numbers to Global Securities or other bookentry medium-term notes as described below under Settlement Procedure "“B" below”. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee Company has assigned to Global SecuritiesSecurities and other book-entry medium-term notes. At The Trustee will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers of a series remain unassigned to Global SecuritiesSecurities and other book-entry medium-term notes, the Trusteeand, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities representing Bookand other book-Entry Notesentry medium-term notes. Upon obtaining such additional CUSIP numbers, the Trustee Company shall deliver a list of such additional CUSIP numbers to the Issuer Trustee and DTC. Registration: Each Global Security will be registered in the name of Cede & Co., as nominee for DTC, on the register of Securities maintained under the Indenture. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the "Participants") to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.