Common use of Fixed Rate Certificated Notes Clause in Contracts

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” below, interest payments on Fixed Rate Certificated Notes will be made semi-annually on March 15 and September 15 of each year and on the Maturity Date or the Redemption Date; provided, however, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually on March 15 1 and September 15 1 of each year and on the Maturity Date at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or the Redemption Datequarterly each March l, June l, September 1, and December l, and at maturity; provided, however, that in the case of a Certificated Fixed Rate Certificated Note Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Payment PeriodReset Date, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" below; in the case of Notes with a quarterly Interest interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure All below; and in the case of Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.in

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes, other than Amortizing Notes, will be made semiannually April 1 and October 1 of each year and at maturity or upon any earlier redemption or repayment and principal and interest payments on Certificated Amortizing Notes will be made semi-annually semiannually on March 15 April 1 and September 15 October 1 of each year or quarterly on January 1, April 1, July 1 and on the Maturity Date October 1 of each year, and at maturity (or the Redemption Dateany redemption or repayment date); provided, however, however that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Inter- est Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating If any Interest Payment Date for a Fixed Rate Certificated NotesNote is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date. FLOATING RATE CERTIFICATED NOTES. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Unless otherwise agreed uponspecified pursuant to Settlement Procedure "A" below, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Perioddaily, on the third Wednesday of each month; with a weekly or quarterly Interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December December, as specified pursuant to Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a monthly Interest Reset Date, on the third Wednesday of each yearmonth or on the third Wednesday of March, June, September and December, as specified pursuant to Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a semi-annual semiannual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, provided however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Market Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Market Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Market Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Market Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an the related Interest Payment DateDate (a "Certificated Gap Note"), the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date, and in such case, notwithstanding the fact that an Interest Reset Date may occur prior to such Interest Payment Date, the Initial Interest Rate shall remain in effect until the first Interest Reset Date occurring on or subsequent to such Interest Payment Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes will be made either semi-annually on March 15 1 and September 15 1 of each year and or annually on the Maturity Date or the Redemption Date; February 1 of each year and, in either case, at Stated Maturity: provided, however, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date regular record date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Dateregular record date; and provided further, that any payment otherwise required to be made in respect of a Fixed Rate Certificated Note on a date that is not a Business Day for such Fixed Rate Certificated Note need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment. EXHIBIT A Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed uponby the Company, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; , provided, however, that if an Interest Payment Date for a Floating Rate Certificated Notes Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated NotesNote, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, Note (except that in the case of a Floating Rate Certificated Note for which the rate base Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date); provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date regular record date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record regular record date; and provided further, that if the Stated Maturity of a Floating Rate Certificated Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Stated Maturity Date. EXHIBIT A CALCULATION OF INTEREST: Fixed Rate Certificate Note. Interest on Fixed Rate Certificated Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. Floating Rate Certificated Notes. Interest rates on Floating Rate Certificated Notes will be determined as set forth in the form of Notes. The Company and Fuji will confirm the amount of the Initial Interest Payment due on any Floating Rate Certificated Note for which the Initial Interest Period is shorter or longer than the Index Stated Maturity. Interest on Floating Rate Certificated Notes, except as otherwise set forth therein, will be calculated on the basis of actual days elapsed and a year of 360 days, except that, in the case of a Floating Rate Certificated Note for which the Base Rate is Treasury Rate, interest will be calculated on the basis of the actual number of days in the year.

Fixed Rate Certificated Notes. Unless otherwise ----------------------------- specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes will be made semi-annually semiannually on March 15 ________ and September 15 _________ of each year and on the Maturity Date or the Redemption Dateat Maturity; provided, however, that if any -------- ------- Interest Payment Date for a Fixed Rate Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided -------- further, that in the case of a Fixed Rate Certificated ------- Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will -------------------------------- be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, however, -------- ------- that if an Interest Payment Date for a Floating Rate Certificated Notes Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated NotesNote, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a Floating Rate Certificated Note for which the rate base Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided -------- further, however, that in the case of a Floating Rate ------- Certificated Note issued between a Regular Record Date and an Interest interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Calculation of Fixed Rate Certificated Note. Interest on Fixed Rate -------------- Certificated Notes (including interest for partial Interest: periods) will be calculated on the basis of a 360-day -------- year of twelve 30-day months. Floating Rate Certificated Notes. Interest rates on -------------------------------- Floating Rate Certificated Notes will be determined as set forth in the form of Notes. Interest on Floating Rate Certificated Notes, except as otherwise set forth therein, will be calculated on the basis of actual days elapsed and a year of 360 days, except that in the case of a Floating Rate Certificated Note for which the Base Rate is Treasury Rate, interest will be calculated on the basis of the actual number of days in the year. Payments of Interest, if any, on each Certificated Note will be ----------- calculated and and paid in the manner described in such principal and Note and in the Prospectus, as supplemented by the ------------- applicable Pricing Supplement. Unless otherwise provided Interest: in the Indenture or the Certificated Note, the first -------- payment of interest on any Certificated Note originally issued between a Record Date and an Interest Payment Date will be made on the next succeeding Interest Payment Date. Interest payable at the Maturity of a Certificated Note will be payable to the Person to whom the principal of such Note is payable. Unless other arrangements are made, all interest payments (excluding interest payments made on the Maturity Date) will be made by check mailed to the person entitled thereto as provided above; provided, however, that the holder of -------- ------- $10,000,000 (or the equivalent thereof in other currencies) or more of Certificated Notes with similar tenor and terms will be entitled to receive payment by wire transfer in U.S. dollars. Within 10 days following each Record Date, the Trustee will inform the Company of the total amount of the interest payments to be made by the Company on the next succeeding Interest Payment Date. The Trustee will provide monthly to the Company a list of the principal and interest to be paid on Certificated Notes maturing in the next succeeding month. Trustee will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law. If the Maturity of a Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes will be made semi-annually on March 15 April 1 and September 15 October 1 of each year and on the Maturity Date or the Redemption Dateat Maturity; provided, however, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date to the Person in whose name such Note is registered on the Regular Record Date for such succeeding Interest Payment Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, however, that if an Interest Payment Date (other than a Maturity Date) for a Floating Rate Certificated Notes Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated NotesNote, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote and interest shall continue to accrue to but not including such succeeding Business Day, except in the case of a Floating Rate Certificated Note for which the rate base Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date to the Person in whose name such Note is registered on the Regular Record Date for such succeeding Interest Payment Date.

Fixed Rate Certificated Notes. Unless otherwise ----------------------------- specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes will be made semi-annually on March 15 1 and September 15 1 of each year and on the Maturity Date or the Redemption Dateat Maturity; provided, however, that -------- ------- in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments -------------------------------- will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, however, -------- ------- that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that in -------- ------- the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Calculation of Interest Fixed Rate Certificated Notes. Interest on Fixed Rate ----------------------------- Certificated Notes (including interest for partial periods) will be calculated on the basis of a year of twelve thirty-day months. (Examples of interest calculations are as follows: September 1, 1997 to March 1, 1998, equals 6 months and 0 days or 180 days; the interest payable equals 180/360 times the annual rate of interest times the principal amount of the Note. The period from September 3, 1997 to February 1, 1998 equals 4 months and 28 days, or 148 days; the interest payable equals 148/360 times the annual rate of interest times principal amount of the Note.) Floating Rate Certificated Notes. Interest rates on -------------------------------- Floating Rate Certificated Notes will be determined as set forth in the form of Notes. The Company and the Trustees will confirm the amount of the initial interest payment due on any Floating Rate Certificated Note for which the initial Interest Period is shorter or longer than the Index Maturity. Interest on Floating Rate Certificated Notes will be calculated on the basis of actual days elapsed and a year of 360 days except that in the case of Treasury Rate Notes, interest will be calculated on the basis of the actual number of days in the year.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” below, interest Interest payments on Fixed Rate Certificated Notes will be made semi-annually on March 15 and September 15 of each year and on the Maturity Date or the Redemption Datedates specified pursuant to Settlement Procedure “A” below and at Maturity; provided, however, that if any Interest Payment Date for a Fixed Rate Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Periodthat reset daily, weekly or monthly, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December of each year, as specified pursuant to Settlement Procedure “A” below; with a quarterly Interest Payment Periodin the case of Floating Rate Certificated Notes that reset quarterly, on the third Wednesday of March, June, September and December of each year; with a in the case of Floating Rate Certificated Notes that reset semi-annual Interest Payment Periodannually, on the third Wednesday of the two months specified pursuant to Settlement Procedure “Settlement ProceduresA” below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures below; provided, however, that if an Interest Payment Date for a Floating Rate Certificated Notes Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated NotesNote, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a Floating Rate Certificated Note for which the rate base Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes, will be made semi-annually semiannually on March April 15 and September October 15 of each year and on the Maturity Date at maturity or the Redemption Dateupon any earlier redemption or repayment; provided, however, however that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. If any Interest Payment Date for a Fixed Rate Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date. Further information concerning additional terms and provisions of Amortizing Notes will be specified in the applicable Pricing Supplement. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Unless otherwise agreed uponspecified pursuant to Settlement Procedure "A" below, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Perioddaily, on the third Wednesday of each month; with a weekly or quarterly Interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December December, as specified pursuant to Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a monthly Interest Reset Date, on the third Wednesday of each yearmonth or on the third Wednesday of March, June, September and December, as specified pursuant to Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a semi-annual semiannual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, provided however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Market Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Market Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Market Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Market Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an the related Interest Payment DateDate (a "Certificated Gap Note"), the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date, and in such case, notwithstanding the fact that an Interest Reset Date may occur prior to such Interest Payment Date, the Initial Interest Rate shall remain in effect until the first Interest Reset Date occurring on or subsequent to such Interest Payment Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” below, interest payments on Fixed Rate Certificated Notes will be made semi-annually on March 15 and September 15 of each year and on the Maturity Date or the Redemption Date; provided, however, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated Note for which the rate base is LIBORLIBOR or EURIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Principal and Interest: Payments of Interest will be payable to the person in whose name a Certificated Note is registered at the close of business on the Regular Record Date next preceding an Interest Payment Date; provided, however, that, in the case of a Certificated Note originally issued between a Regular Record Date and an Interest Payment Date, the first payment of interest will be made on the Interest Payment Date following the next succeeding Regular Record Date to the person in whose name such Note was registered at the close of business on such next Regular Record Date. Unless other arrangements are made acceptable to the Company, all interest payments (excluding interest payments made on the Maturity Date or the Redemption Date) on a Certificated Note will be made by check mailed to the person entitled thereto as provided above. BNY will pay the principal amount of each Certificated Note on the Maturity Date upon presentation of such Certificated Note to BNY. Such payment, together with payment of interest due on the Maturity Date, will be made from funds deposited with BNY by the Company. BNY will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law. Within 10 days following each Regular Record Date, the Indenture Trustee will inform the Company of the total amount of the interest payments to be made by the Company on the next succeeding Interest Payment Date. The Indenture Trustee will provide monthly to the Company a list of the principal and interest to be paid on Certificated Notes maturing in the next succeeding month.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes, will be made semi-annually semiannually on March 15 and September 15 of each year (or, if so indicated in such Note, annually on September 15 of each year) and on the Maturity Date at maturity or the Redemption Dateupon any earlier redemption or repayment and Certified Amortizing Notes will pay principal and interest semiannually each March 15 and September 15, or quarterly each March 15, June 15, September 15, and December 15, and at maturity or upon any earlier redemption or repayment; provided, however, that in the case of a Certificated Fixed Rate Certificated Note Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Payment PeriodReset Date, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" below; in the case of Notes with a quarterly Interest interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and in the case of Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified ----------------------------- pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes (other than Amortizing Notes) will be made semi-annually on March 15 January l and September 15 July 1 of each year and on the Maturity Date at maturity; Certificated Amortizing Notes will pay principal and interest semi-annually each January l and July l, or the Redemption Datequarterly each January 1, April l, July 1, and October l and at maturity; provided, however, that in the case of a Fixed Rate Certificated -------- ------- Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments on Floating -------------------------------- Rate Certificated Notes will be made on Floating Rate Certificated Notes monthly, quarterly, semi-semi- annually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Payment PeriodReset Date, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December, as specified pursuant to Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a quarterly Interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Certificated Notes with a semi-annual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Payment PeriodReset Date, on an the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, however, -------- ------- that if an Interest Payment Date for a Floating Rate Certificated Notes would otherwise be Note falls on a day that is not a Business Day with respect to such Floating Rate Certificated NotesDay, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except that in the case of a Floating Rate Certificated Note for which the rate base is LIBORLIBOR Note, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that -------- ------- in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Calculation of Fixed Rate Certificated Notes. Unless otherwise specified in the Interest: applicable Pricing Supplement and Note, interest on Fixed Rate Certificated Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of 12 30-day months. Floating Rate Certificated Notes. -------------------------------- Interest on Floating Rate Certificated Notes will be determined as set forth in the applicable Pricing Supplement and Note. Unless otherwise specified in the applicable Pricing Supplement and Note, interest on Floating Rate Certificated Notes will be determined on the basis of the actual number of days elapsed and a 360-day year, except that in the case of Treasury Rate Notes, interest will be calculated on the basis of the actual number of days in the year.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure “Settlement ProceduresA” below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes, will be made semi-annually semiannually on March 15 and September 15 of each year (or, if so indicated in such Note, annually on September 15 of each year) and on the Maturity Date at maturity or the Redemption Dateupon any earlier redemption or repayment and Certified Amortizing Notes will pay principal and interest semiannually each March 15 and September 15, or quarterly each March 15, June 15, September 15, and December 15, and at maturity or upon any earlier redemption or repayment; provided, however, that in the case of a Certificated Fixed Rate Certificated Note Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Payment PeriodReset Date, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure “A” below; in the case of Notes with a quarterly Interest interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure “Settlement ProceduresA” below; and in the case of Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure “Settlement Procedures A” below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes (other than an Interest Payment Date that falls on a Maturity Date or a redemption or repayment date) would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” below, interest payments on Interest Payment Dates for Fixed Rate Certificated Notes will be made semi-annually on March 15 and September 15 of each year and on the dates specified in the applicable Pricing Supplement; provided that, in addition to other amounts due and payable on any Maturity Date, interest accrued from and including the immediately preceding Interest Payment Date shall be paid on such Maturity Date. In the event that any Interest Payment Date or Maturity Date for a Fixed Rate Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day, and no interest shall accrue on such payment for the period from and after such Interest Payment Date or the Redemption Date; provided, however, that in the case Maturity Date to such next succeeding Business Day. The first payment of a interest on any Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Record Date. Floating Rate Certificated Notes. Except as provided in the applicable Pricing Supplement, interest will be payable in the case of Floating Rate Certificated Notes which reset (i) daily, weekly or monthly, on a Business Day that occurs in each month or that occurs in each third month, as specified in the applicable Pricing Supplement; (ii) quarterly, on a Business Day that occurs in each third month, as specified in the applicable Pricing Supplement; (iii) semiannually, on a Business Day that occurs in each of two months of each year, as specified in the applicable Pricing Supplement; and (iv) annually, on a Business Day that occurs in one month of each year, as specified in the applicable Pricing Supplement (each, an "Interest Payment Date"), and, in each case, on the Maturity Date. If an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day and no interest shall accrue for the period from and after such Interest Payment Date, except that if such Note is a LIBOR Note and such Business Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day. In the case of a Floating Rate Certificated Note issued between a Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure “Settlement ProceduresA” below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes, will be made semi-annually semiannually on March 15 and September 15 of each year (or, if so indicated in such Note, annually on September 15 of each year) and on the Maturity Date at maturity or the Redemption Dateupon any earlier redemption or repayment and Certified Amortizing Notes will pay principal and interest semiannually each March 15 and September 15, or quarterly each March 15, June 15, September 15, and December 15, and at maturity or upon any earlier redemption or repayment; providedprovided , howeverhowever , that in the case of a Certificated Fixed Rate Certificated Note Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Payment PeriodReset Date, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure “A” below; in the case of Notes with a quarterly Interest interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure “Settlement ProceduresA” below; and in the case of Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure “Settlement Procedures A” below; providedprovided , howeverhowever , that if an Interest Payment Date for Floating Rate Certificated Notes (other than an Interest Payment Date that falls on a Maturity Date or a redemption or repayment date) would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, howeverfurther , that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise ----------------------------- specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes will be made either semi-annually on March 15 1 and September 15 1 of each year and or annually on the Maturity Date or the Redemption Date; February 1 of each year and, in either case, at Stated Maturity: provided, however, that in the case of a Fixed Rate -------- ------- Certificated Note issued between a Regular Record Date regular record date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Dateregular record date; and provided further, that any payment otherwise -------- ------- required to be made in respect of a Fixed Rate Certificated Note on a date that is not a Business Day for such Fixed Rate Certificated Note need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment. Floating Rate Certificated Notes. Interest payments -------------------------------- will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed uponby the Company, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; , provided, however, that if an Interest -------- ------- Payment Date for a Floating Rate Certificated Notes Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated NotesNote, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, Note (except that in the case of a Floating Rate Certificated Note for which the rate base Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date); provided further, however, that in the case of a Floating Rate -------- ------- Certificated Note issued between a Regular Record Date regular record date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record regular record date; and provided further, that if the Stated Maturity of -------- ------- a Floating Rate Certificated Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Stated Maturity Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes, other than Amortizing Notes, will be made semiannually on April 1 and October 1 of each year (or, if so indicated in such Note, annually on April 1 of each year), and at maturity or upon any earlier redemption or repayment and principal and interest payments on Certificated Amortizing Notes will be made semi-annually semiannually on March 15 April 1 and September 15 October 1 of each year or quarterly on January 1, April 1, July 1 and on the Maturity Date October 1 of each year, and at maturity (or the Redemption Dateany redemption or repayment date); provided, however, however that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated NotesFLOATING RATE CERTIFICATED NOTES. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Unless otherwise agreed uponspecified pursuant to Settlement Procedure "A" below, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Payment PeriodReset Date, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December, as specified pursuant to Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a quarterly Interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Certificated Notes with a semi-annual semiannual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an the related Interest Payment DateDate (a "Certificated Gap Note"), the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date, and in such case, notwithstanding the fact that an Interest Reset Date may occur prior to such Interest Payment Date, the Initial Interest Rate shall remain in effect until the first Interest Reset Date occurring on or subsequent to such Interest Payment Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes will be made either semi-annually on March 15 1 and September 15 1 of each year and or annually on the Maturity Date or the Redemption Date; February 1 of each year and, in either case, at Stated Maturity: provided, however, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date regular record date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Dateregular record date; and provided further, that any payment otherwise required to be made in respect of a Fixed Rate Certificated Note on a date that is not a Business Day for such Fixed Rate Certificated Note need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed uponby the Company, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and with an annual EXHIBIT A Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; , provided, however, that if an Interest Payment Date for a Floating Rate Certificated Notes Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated NotesNote, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, Note (except that in the case of a Floating Rate Certificated Note for which the rate base Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date); provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date regular record date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record regular record date; and provided further, that if the Stated Maturity of a Floating Rate Certificated Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Stated Maturity Date.

Fixed Rate Certificated Notes. Unless ----------------------------- otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes will be made semi-annually semiannually on March 15 June 1 and September 15 December 1 of each year and on the Maturity Date or the Redemption Dateat Maturity; provided, however, that in the case of a -------- ------- Fixed Rate Certificated Note Notes issued between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. -------------------------------- Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-semi- annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, however, that if an Interest -------- ------- Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that -------- ------- in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an interest Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” below, interest Interest payments on Fixed Rate Certificated Notes will be made semi-annually on March 15 and September 15 of each year and on the Maturity Date or the Redemption Datedates specified pursuant to Settlement Procedure “A” below and at Maturity; provided, however, that if any Interest Payment Date for a Fixed Rate Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Back to Contents Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Periodthat reset daily, weekly or monthly, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December of each year, as specified pursuant to Settlement Procedure “A” below; with a quarterly Interest Payment Periodin the case of Floating Rate Certificated Notes that reset quarterly, on the third Wednesday of March, June, September and December of each year; with a in the case of Floating Rate Certificated Notes that reset semi-annual Interest Payment Periodannually, on the third Wednesday of the two months specified pursuant to Settlement Procedure “Settlement ProceduresA” below; and with an annual Interest Payment Periodin the case of Floating Rate Certificated Notes that reset annually, on the third Wednesday of the month specified pursuant to Settlement Procedure “Settlement Procedures A” below; provided, however, that if an Interest Payment Date for a Floating Rate Certificated Notes Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated NotesNote, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a Floating Rate Certificated Note for which the rate base Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes, other than Amortizing Notes, will be made semiannually on June 1 and December 1 of each year, and at maturity or upon any earlier redemption or repayment and principal and interest payments on Certificated Amortizing Notes will be made semi-annually semiannually on March 15 June 1 and September 15 December 1 of each year or quarterly on March 1, June 1, September 1 and on the Maturity Date December 1 of each year, and at maturity (or the Redemption Dateany redemption or repayment date); providedPROVIDED, howeverHOWEVER, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated NotesFLOATING RATE CERTIFICATED NOTES. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Unless otherwise agreed uponspecified pursuant to Settlement Procedure "A" below, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Payment PeriodReset Date, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December, as specified pursuant to Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a quarterly Interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Certificated Notes with a semi-annual semiannual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; providedPROVIDED, howeverHOWEVER, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided furtherPROVIDED, howeverFURTHER, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an the related Interest Payment DateDate (a "Certificated Gap Note"), the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date, and in such case, notwithstanding the fact that an Interest Reset Date may occur prior to such Interest Payment Date, the Initial Interest Rate shall remain in effect until the first Interest Reset Date occurring on or subsequent to such Interest Payment Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure 'A' below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes, will be made semi-annually on March 15 1 or semiannually on March 1 and September 15 1 of each year and on the Maturity Date at maturity or the Redemption Dateupon earlier redemption or repayment, and Certificated Amortizing Notes will pay principal and interest semiannually each March 1 and September 1, or quarterly each March 1, June 1, September 1 and December 1, and at maturity or upon earlier redemption or repayment; provided, however, that in the case of a Certificated Fixed Rate Certificated Note Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Payment PeriodReset Date, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure 'A' below; in the case of Notes with a quarterly Interest interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure 'A' below; and in the case of Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure 'A' below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “"Settlement Procedures” " below, interest payments on Fixed Rate Certificated Notes will be made semi-annually on March 15 January 1 and September 15 of each year July 1 and on the Maturity Date or the Redemption Date; providedPROVIDED, howeverHOWEVER, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated NotesFLOATING RATE CERTIFICATED NOTES. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “"Settlement Procedures” " below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “"Settlement Procedures Procedures" below; providedPROVIDED, howeverHOWEVER, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided furtherPROVIDED FURTHER, howeverHOWEVER, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. PAYMENTS OF PRINCIPAL Interest will be payable to the person in AND INTEREST: whose name a Certificated Note is registered at the close of business on the Regular Record Date next preceding an Interest Payment Date; PROVIDED, HOWEVER, that, in the case of a Certificated Note originally issued between a Regular Record Date and an Interest Payment Date, the first payment of interest will be made on the Interest Payment Date following the next succeeding Regular Record Date to the person in whose name such Note was registered at the close of business on such next Regular Record Date. Unless other arrangements are made acceptable to the Company, all interest payments (excluding interest payments made on the Maturity Date or the Redemption Date) on a Certificated Note will be made by check mailed to the person entitled thereto as provided above.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedures” Procedure "A" below, interest payments on Fixed Rate Certificated Notes will be made semi-annually semiannually on March 15 May 1 and September 15 November 1 of each year and on the Maturity Date or the Redemption Dateat Maturity; provided, however, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. If any Interest Payment Date for or the Maturity of a Fixed Rate Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date or Maturity, as the case may be. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedures” Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedures Procedure "A" below; provided, however, that if an Interest Payment Date for a Floating Rate Certificated Notes Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated NotesNote, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a Floating Rate Certificated Note for which the rate base Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date or on an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure “Settlement ProceduresA” below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes, will be made semi-annually semiannually on March 15 and September 15 of each year (or, if so indicated in such Note, annually on September 15 of each year) and on the Maturity Date at maturity or the Redemption Dateupon any earlier redemption or repayment and Certified Amortizing Notes will pay principal and interest semiannually each March 15 and September 15, or quarterly each March 15, June 15, September 15, and December 15, and at maturity or upon any earlier redemption or repayment; provided, however, that in the case of a Certificated Fixed Rate Certificated Note Notes issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Payment PeriodReset Date, on the third Wednesday of each monthmonth or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure “A” below; in the case of Notes with a quarterly Interest interest Payment PeriodReset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Payment PeriodReset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure “Settlement ProceduresA” below; and in the case of Notes with an annual Interest Payment PeriodReset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure “Settlement Procedures A” below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a Floating Rate Certificated LIBOR Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided provided, further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “"Settlement Procedures” " below, interest payments on Fixed Rate Certificated Notes will be made semi-annually on March 15 and September 15 of each year and on the Maturity Date or the Redemption Date; provided, however, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to “"Settlement Procedures” " below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to “"Settlement Procedures below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such payment will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a Floating Rate Certificated Note for which the rate base is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure “Settlement ProceduresA” below, interest payments on Fixed Rate Certificated Notes will be made semi-annually semiannually on March 15 May 1 and September 15 November 1 of each year and on the at Maturity Date or the Redemption Dateupon Redemption; provided, however, that in the case of a Fixed Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. If any Interest Payment Date for or the date of Maturity or Redemption of a Fixed Rate Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date or Maturity or Redemption, as the case may be. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annuallyannually or as specified in the applicable Pricing Supplement. Unless otherwise agreed upon, interest Interest will be payable, in the case of Floating Rate Certificated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual semiannual Interest Payment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure “Settlement ProceduresA” below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to Settlement Procedure “Settlement Procedures A” below; provided, however, that if an any Interest Payment Date for a Floating Rate Certificated Notes Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated NotesNote, such payment Interest Payment Date will be made on the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a Floating Rate Certificated Note for which the rate base Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, in which event such payment Interest Payment Date will be made on the immediately preceding Business Day; and no interest shall accrue on such payment for the period from and after such Interest Payment Date; provided further, however, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date.