Common use of Creation of Series; Establishment of Form Clause in Contracts

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate Notes due 2014”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27, 2014 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 2.875% Notes due 20142016”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000500,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27February 15, 2014 2016 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread2.875%, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 5.000% Notes due 20142034”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0001,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27June 15, 2014 2034 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread5.000% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 1.500% Notes due 2014”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000750,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27July 14, 2014 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread1.500%, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new four additional series of Senior Debt Securities under the Base Indenture entitled the “6.496% Fixed-to-Floating Rate Senior Callable Notes due 2027”, the “6.490% Fixed-to-Floating Rate Senior Callable Notes due 2029”, the “6.692% Fixed-to-Floating Rate Senior Callable Notes due 2034” and the “Floating Rate Senior Callable Notes due 20142027”. (b) The form Each series of the Notes, including Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the certificate Issue Date. The Global Securities shall be registered in the name of authentication, is Cede & Co. and executed and issued in substantially the forms attached hereto as Exhibit A.A, Exhibit B, Exhibit C and Exhibit D. (c) The Company shall issue the 2027 Notes in an aggregate principal amount of USD 650,000,000$1,450,000,000. The Company shall issue the 2029 Notes in an aggregate principal amount of $1,250,000,000. The Company shall issue the 2034 Notes in an aggregate principal amount of $1,500,000,000. The Company shall issue the Floating Rate Notes in an aggregate principal amount of $300,000,000. The Company may from time to time, without the consent of the Holders of the NotesSecurities of any series, issue additional Notes securities of any series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in accordance with Sections 301 this Fifteenth Supplemental Indenture, except for the price to the public and 901 of the IndentureIssue Date. Any such additional Notes securities subsequently issued shall rank equally and ratably with the Notes Securities of such series in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes)respects, so that such further Notes securities shall be consolidated and form a single series with the Notes and shall have applicable series of the same terms as to status, redemption or otherwise as the NotesSecurities. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in Securities held in the Notes shall consist form of a transfer in a Global Security and shall be effected through the book-entry system maintained by the DepositaryDTC. (e) The Notes Securities shall not have a sinking fund. (f) The Securities shall be issued on September 13, 2023 (the “Issue Date”). (g) The stated maturity of the principal of the 2027 Notes shall be January 27September 13, 2014 2027 (the “2027 Notes Stated Maturity”), the stated maturity of the principal of the 2029 Notes shall be September 13, 2029 (the “2029 Notes Stated Maturity”), the stated maturity of the principal of the 2034 Notes shall be September 13, 2034 (the “2034 Notes Stated Maturity”) and the stated maturity of the principal of the Floating Rate Notes shall be September 13, 2027 (the “Floating Rate Notes Stated Maturity” and each of the 2027 Notes Stated Maturity, the 2029 Notes Stated Maturity, the 2034 Notes Stated Maturity and the Floating Rate Notes Stated Maturity, a “Stated Maturity”). (gh) The outstanding principal amount Securities of the Notes each series shall accrue interest at a rate equal be redeemable prior to 3-Month LIBOR, reset quarterly, plus the Spread, as provided their Stated Maturity in accordance with Section 2.032.04 or Section 2.05 hereof. (hi) The Notes Securities shall be issued in minimum denominations of USD 1,000 $200,000 in principal amount and integral multiples of USD $1,000 in excess thereof. (ij) The Notes Section 11.09 of the Base Indenture shall be subject apply to both Defeasance and Covenant Defeasance in accordance with each series of the IndentureSecurities, separately. (jk) The Notes shall be senior unsecured obligations Each series of the Company Securities shall constitute the Company’s direct, unconditional, unsecured and will unsubordinated obligations and shall at all times rank equally pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the Securities shall rank pari passu with all other existing and future outstanding unsecured and unsubordinated debt obligations of the Company, present and future, except such obligations as are preferred by operation of law.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Securities under the Base Indenture entitled the “Floating Rate $3,000,000,000 7.625% Contingent Capital Notes due 2014November 2022.”. (b) The form of the Notes, including Notes shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the certificate Issue Date. The Global Securities shall be registered in the name of authentication, is Cede & Co. and executed and delivered in substantially the form attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000$3,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 having the same terms as to status, redemption or otherwise as the Notes, except for the price to public and 901 date of the Indentureissue. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes)respects, so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in Notes held in the Notes shall consist form of a transfer in a Global Security and shall be effected through the book-entry system maintained by the DepositaryDTC. (e) The Notes shall not have a sinking fund. (f) The Notes shall be issued on November 21, 2012 (the “Issue Date”). (g) The stated maturity of the principal of the Notes shall be January 27November 21, 2014 2022 (the “Stated Maturity”). (gh) The outstanding Outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread7.625% per annum, as provided in Section 2.032.02(a). (hi) The Notes shall be issued in denominations of USD 1,000 200,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) . The Notes shall denominations cannot be subject to both Defeasance and Covenant Defeasance in accordance with changed without the Indenture. (j) The Notes shall be senior unsecured obligations consent of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the CompanyTrustee.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 3.650% Notes due 20142026”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company Companies shall issue the Notes in an aggregate principal amount of USD 650,000,000. The Company Companies may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27February 1, 2014 2026 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread3.650% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company Companies and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the CompanyCompanies.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate "4.500% Notes due 2014”2050". (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0002,250,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “"Global Security”") and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27June 1, 2014 2050 (the “"Stated Maturity”"). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread4.500% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 8.000% Notes due 20142039”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000$450,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27November 15, 2014 2039 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes Note shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread8.000%, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 $2,000 in principal amount and integral multiples of USD $1,000 in excess thereof. (i1) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (ji) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 4.900% Notes due 20142046”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A.A. The Restricted Security shall include the legends set forth on the face of Exhibit A, substantially in the form so set forth therein. (c) The Company Companies shall issue the Notes in an aggregate principal amount of USD 650,000,0009,542,514,000. The Company Companies may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number. (d) The Notes shall be initially offered and sold in reliance on Rule 144A and/or Regulation S and shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27February 1, 2014 2046 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread4.900% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company Companies and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the CompanyCompanies.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 4.900% Notes due 20142046”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company Companies shall issue the Notes in an aggregate principal amount of USD 650,000,000. The Company Companies may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27February 1, 2014 2046 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread4.900% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company Companies and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the CompanyCompanies.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 3.650% Notes due 20142026”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A.A. The Restricted Security shall include the legends set forth on the face of Exhibit A, substantially in the form so set forth therein. (c) The Company Companies shall issue the Notes in an aggregate principal amount of USD 650,000,0008,555,163,000. The Company Companies may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number. (d) The Notes shall be initially offered and sold in reliance on Rule 144A and/or Regulation S and shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27February 1, 2014 2026 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread3.650% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company Companies and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the CompanyCompanies.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 2.500% Notes due 20142022”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0003,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27July 15, 2014 2022 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread2.500%, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 2.150% Notes due 20142019”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0001,250,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27February 1, 2014 2019 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread2.150% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 0.800% Notes due 20142015”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0001,500,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27July 15, 2014 2015 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread0.800%, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 3.750% Notes due 20142042”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0001,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27July 15, 2014 2042 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread3.750%, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 4.625% Notes due 20142044”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000850,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27February 1, 2014 2044 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread4.625% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate Notes due 20142019”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000250,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27February 1, 2014 2019 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate "3.500% Notes due 2014”2030". (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0001,750,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “"Global Security”") and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27June 1, 2014 2030 (the “"Stated Maturity”"). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread3.500% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate Notes due 2014”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000300,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27July 14, 2014 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 4.600% Notes due 20142045”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000565,000,000. The Subject to the receipt of all necessary regulatory and listing approvals from applicable authorities in the Republic of China, including, but not limited to, the Taipei Exchange, the Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Common Depositary or a nominee of the Common Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Common Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by by, and in accordance with the Depositaryapplicable procedures of, Euroclear and Clearstream. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27July 23, 2014 2045 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread4.600% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 200,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate "4.350% Notes due 2014”2040". (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0001,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “"Global Security”") and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27June 1, 2014 2040 (the “"Stated Maturity”"). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread4.350% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate Notes due 20142017”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,000300,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27, 2014 2017 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate per year equal to 3-Month LIBOR, reset quarterly, plus the Spread, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate "4.600% Notes due 2014”2060". (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0001,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate CUSIP number. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “"Global Security”") and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27June 1, 2014 2060 (the “"Stated Maturity”"). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread4.600% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 1.375% Notes due 20142017”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0002,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27July 15, 2014 2017 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread1.375%, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 1.125% Notes due 20142017”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0001,200,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Depositary or a nominee of the Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by the Depositary. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 27, 2014 2017 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread1.125% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.

Creation of Series; Establishment of Form. (a) There is hereby established a new series of Securities under the Indenture entitled “Floating Rate 4.915% Notes due 20142046”. (b) The form of the Notes, including the form of the certificate of authentication, is attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of USD 650,000,0001,470,000,000. The Subject to the receipt of all necessary regulatory and listing approvals from applicable authorities in the Republic of China, including, but not limited to, the Taipei Exchange and the Taiwan Securities Association, the Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes in accordance with Sections 301 and 901 of the Indenture. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects (except for the payment of interest accruing prior to the issue date of such further Notes or except for the first payment of interest following the issue date of such further Notes), so that such further Notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes, provided that either (i) such additional Notes are fungible with the Notes of such series offered hereby for U.S. federal income tax purposes or (ii) such additional Notes shall have a separate ISIN number. (d) The Notes shall be issued initially in the form of one or more permanent global securities, without coupons, registered in the name of the Common Depositary or a nominee of the Common Depositary (each, a “Global Security”) and deposited with the Trustee, as custodian for the Common Depositary. Any proposed transfer of an interest in the Notes shall consist of a transfer in within a Global Security and shall be effected through the book-entry system maintained by by, and in accordance with the Depositaryapplicable procedures of, Euroclear and Clearstream. (e) The Notes shall not have a sinking fund. (f) The stated maturity of the principal of the Notes shall be January 2729, 2014 2046 (the “Stated Maturity”). (g) The outstanding principal amount of the Notes shall accrue interest at a rate equal to 3-Month LIBOR, reset quarterly, plus the Spread4.915% per annum, as provided in Section 2.03. (h) The Notes shall be issued in denominations of USD 1,000 200,000 in principal amount and integral multiples of USD 1,000 in excess thereof. (i) The Notes shall be subject to both Defeasance and Covenant Defeasance in accordance with the Indenture. (j) The Notes shall be senior unsecured obligations of the Company and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of the Company.