Common use of Fixed Rate Certificated Notes Clause in Contracts

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure "A" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually on March 1 and September 1 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturity; provided, however, that in the case of Certificated Fixed Rate Notes 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 Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month 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 Payment Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All below; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Note if such Business Day is in

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedure "A" Procedures” below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually on March 1 15 and September 1 15 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, on the Maturity Date or quarterly each March l, June l, September 1, and December l, and at maturitythe Redemption Date; provided, however, that in the case of Certificated a Fixed Rate Notes 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. Interest Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedure All Procedures” below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedure "A" 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 Interest Payment Date payment will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Floating Rate Certificated Note for which the rate base is LIBOR, if such Business Day is inin 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 "A" below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes Notes, will be made semi-annually on March semiannually April 1 and September 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 pay principal be made semiannually on April 1 and interest semi-annually October 1 of each March l and September l, year or quarterly each March l, June l, September on January 1, April 1, July 1 and December lOctober 1 of each year, and at maturitymaturity (or any redemption or repayment date); provided, however, however that in the case of Certificated a Fixed Rate Notes Certificated Note issued between a 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 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. Interest Unless otherwise specified pursuant to Settlement Procedure "A" below, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or quarterly Interest Reset Date, 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 monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a quarterly interest Payment Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual semiannual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Market Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Note if such Business Market Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Market Day; and provided, further, that in the case of a Floating Rate Certificated Note issued between a Record Date and the related Interest Payment Date (a "Certificated Gap Note"), the first interest payment will be made on the Interest Payment Date following the next succeeding 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 Procedure "A" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made either semi-annually on March 1 and September 1 of each year and or annually on February 1 of each year and, in either case, at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturity; Stated Maturity: provided, however, that in the case of Certificated a Fixed Rate Notes -------- ------- Certificated Note issued between a 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 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. Interest Unless otherwise agreed by the Company, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, Note (except that in the case of a LIBOR Floating Rate Certificated Note for which the Base Rate is LIBOR, if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day); provided further, 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; 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 Procedure "A" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually semiannually on March May 1 and September November 1 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturityMaturity; provided, however, that in the case of Certificated a Fixed Rate Notes 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. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a LIBOR Floating Rate Certificated Note for which the Base Rate is LIBOR, if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided further, 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 "A" below, interest payments on Fixed Rate Certificated Notes 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 April 1 and September October 1 of each year or quarterly on January 1, April 1, July 1 and October 1 of each year, and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, (or quarterly each March l, June l, September 1, and December l, and at maturityany redemption or repayment date); provided, however, however that in the case of Certificated a Fixed Rate Notes 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. Interest Unless otherwise specified 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 Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a quarterly interest Payment Interest Reset 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 Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Note if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided, further, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and the related Interest Payment Date (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 Procedure "“A" ” below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes Notes, will be made semi-annually semiannually on March 1 15 and September 1 15 of each year (or, if so indicated in such Note, annually on September 15 of each year) and at maturity or upon any earlier redemption or repayment and Certificated Certified Amortizing Notes will pay principal and interest semi-annually semiannually each March l 15 and September l15, or quarterly each March l15, June l15, September 115, and December l15, and at maturitymaturity or upon any earlier redemption or repayment; provided, however, that in the case of Certificated Fixed Rate Notes 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 Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month 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 Payment Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All “A” below; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure "“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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a LIBOR Note if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided, further, that 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 Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to "Settlement Procedure "AProcedures" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually on March January 1 and September July 1 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September lon the Maturity Date or the Redemption Date; PROVIDED, or quarterly each March l, June l, September 1, and December l, and at maturity; provided, howeverHOWEVER, that in the case of Certificated a Fixed Rate Notes 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. Interest Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to "Settlement Procedure All Procedures" below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to "Settlement Procedure "AProcedures" 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Floating Rate Certificated Note for which the rate base is LIBOR, if such Business Day is inin the next succeeding calendar month, in which event such Interest Payment Date will be the immediately preceding Business Day; 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. 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 Procedure "'A" ' below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes Notes, will be made semi-annually on March 1 or semiannually on March 1 and September 1 of each year and at maturity or upon earlier redemption or repayment, and Certificated Amortizing Notes will pay principal and interest semi-annually semiannually each March l 1 and September l1, or quarterly each March l1, June l1, September 1 and December 1, and December l, and at maturitymaturity or upon earlier redemption or repayment; provided, however, that in the case of Certificated Fixed Rate Notes 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 Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month 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 Payment Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All 'A' below; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a LIBOR Note if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided, further, that 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 Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure "“A" ” below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes Notes, will be made semi-annually semiannually on March 1 15 and September 1 15 of each year (or, if so indicated in such Note, annually on September 15 of each year) and at maturity or upon any earlier redemption or repayment and Certificated Certified Amortizing Notes will pay principal and interest semi-annually semiannually each March l 15 and September l15, or quarterly each March l15, June l15, September 115, and December l15, and at maturitymaturity or upon any earlier redemption or repayment; provided, however, that in the case of Certificated Fixed Rate Notes 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 Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month 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 Payment Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All “A” below; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a LIBOR Note if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided, further, that 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 Record Date.

Fixed Rate Certificated Notes. Unless ----------------------------- otherwise specified pursuant to Settlement Procedure "A" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually semiannually on March June 1 and September December 1 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturityMaturity; provided, however, that in the case of Certificated -------- ------- Fixed Rate Certificated 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. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-semi- annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Note if such Business Day is inin the next succeeding calendar month, in which event such Interest Payment Date will be the immediately preceding Business Day; and provided, further, 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 "A" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually on March 1 and September 1 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturityMaturity; provided, however, that -------- ------- in the case of Certificated a Fixed Rate Notes 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. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Note if such Business Day is inin the next succeeding calendar month, in which event such Interest Payment Date will be the immediately preceding Business Day; and provided, further, 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 Procedure "A" below, interest payments on Fixed Rate Certificated Notes (other than Amortizing Notes Notes) will be made semi-annually on March 1 January l and September July 1 of each year and at maturity and maturity; Certificated Amortizing Notes will pay principal and interest semi-annually each March January l and September July l, or quarterly each March January 1, April l, June l, September July 1, and December l, October l and at maturity; provided, however, that in the case of Certificated a Fixed Rate Notes 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 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. Interest Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a quarterly interest Payment Interest Reset 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 Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Reset Date, on an the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except that in the case of a LIBOR Note Note, if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided, further, that -------- ------- 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 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 "“A" ” below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes Notes, will be made semi-annually semiannually on March 1 15 and September 1 15 of each year (or, if so indicated in such Note, annually on September 15 of each year) and at maturity or upon any earlier redemption or repayment and Certificated Certified Amortizing Notes will pay principal and interest semi-annually semiannually each March l 15 and September l15, or quarterly each March l15, June l15, September 115, and December l15, and at maturitymaturity or upon any earlier redemption or repayment; providedprovided , howeverhowever , that in the case of Certificated Fixed Rate Notes 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 Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month 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 Payment Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All “A” below; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure "“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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a LIBOR Note if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided , further , that 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 Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to “Settlement Procedure "A" Procedures” below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually on March 1 15 and September 1 15 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, on the Maturity Date or quarterly each March l, June l, September 1, and December l, and at maturitythe Redemption Date; provided, however, that in the case of Certificated a Fixed Rate Notes 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. Interest Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to “Settlement Procedure All Procedures” below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to “Settlement Procedure "A" 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 Interest Payment Date 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 Note or EURIBOR, if such Business Day is inin 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 Procedure "A" below, interest Interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually on March 1 and September 1 of each year the dates specified pursuant to Settlement Procedure “A” below and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturityMaturity; 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 Certificated a Fixed Rate Notes 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 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. Interest will be payable, in the case of Floating Rate Certificated Notes with a that reset daily, weekly or monthly Interest Reset Datemonthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and DecemberDecember of each year, as specified pursuant to settlement procedure "Settlement Procedure “A" ” below; in the case of Floating Rate Certificated Notes with a quarterly interest Payment Reset Datethat reset quarterly, on the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Certificated Notes with a that reset semi-annual Interest Reset Dateannually, on the third Wednesday of the two months specified pursuant to Settlement Procedure All “A” below; and in the case of Floating Rate Certificated Notes with an annual Interest Reset Datethat reset annually, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a LIBOR Floating Rate Certificated Note for which the Base Rate is LIBOR, if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided further, that 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 Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to "Settlement Procedure "AProcedures" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually on March 1 15 and September 1 15 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, on the Maturity Date or quarterly each March l, June l, September 1, and December l, and at maturitythe Redemption Date; provided, however, that in the case of Certificated a Fixed Rate Notes 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. Interest Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to "Settlement Procedure All Procedures" below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to "Settlement Procedure "A" 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 Interest Payment Date payment will be made on the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Floating Rate Certificated Note for which the rate base is LIBOR, if such Business Day is inin 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 "“A" ” below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually semiannually on March May 1 and September November 1 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, Maturity or quarterly each March l, June l, September 1, and December l, and at maturityupon Redemption; provided, however, that in the case of Certificated a Fixed Rate Notes 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 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. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual semiannual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure All “A” below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to Settlement Procedure "“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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a LIBOR Floating Rate Certificated Note for which the Base Rate is LIBOR, if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided further, that 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 Record Date.

Fixed Rate Certificated Notes. Unless otherwise ----------------------------- specified pursuant to Settlement Procedure "A" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually semiannually on March 1 ________ and September 1 _________ of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturityMaturity; 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 Certificated a Fixed Rate Notes 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. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Notes with an annual Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a LIBOR Floating Rate Certificated Note for which the Base Rate is LIBOR, if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided -------- further, 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 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 Procedure "A" below, interest payments on Fixed Rate Certificated Notes 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 June 1 and September December 1 of each year or quarterly on March 1, June 1, September 1 and December 1 of each year, and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l(or any redemption or repayment date); PROVIDED, or quarterly each March l, June l, September 1, and December l, and at maturity; provided, howeverHOWEVER, that in the case of Certificated a Fixed Rate Notes Certificated Note issued between a 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 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. Interest Unless otherwise specified 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 Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a quarterly interest Payment Interest Reset 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 Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Note if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and PROVIDED, FURTHER, that in the case of a Floating Rate Certificated Note issued between a Record Date and the related Interest Payment Date (a "Certificated Gap Note"), the first interest payment will be made on the Interest Payment Date following the next succeeding 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 Procedure "A" below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes Notes, will be made semi-annually semiannually on March 1 April 15 and September 1 October 15 of each year and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturityupon any earlier redemption or repayment; provided, however, however that in the case of Certificated a Fixed Rate Notes Certificated Note issued between a 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 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. Interest Unless otherwise specified pursuant to Settlement Procedure "A" below, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or quarterly Interest Reset Date, 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 monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure Settlement Procedure "A" below; in the case of Floating Rate Certificated Notes with a quarterly interest Payment Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual semiannual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Floating Rate Certificated Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Market Day with respect to such Floating Rate Certificated Notes, except in the case of a LIBOR Note if such Business Market Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Market Day; and provided, further, that in the case of a Floating Rate Certificated Note issued between a Record Date and the related Interest Payment Date (a "Certificated Gap Note"), the first interest payment will be made on the Interest Payment Date following the next succeeding 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 Procedure "A" below, interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made either semi-annually on March 1 and September 1 of each year and or annually on February 1 of each year and, in either case, at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturity; Stated Maturity: provided, however, that in the case of Certificated a Fixed Rate Notes Certificated Note issued between a 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 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. Interest Unless otherwise agreed by the Company, interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset DatePayment Period, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure "A" belowmonth; in the case of Notes with a quarterly interest Interest Payment Reset DatePeriod, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset DatePayment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Notes with an annual EXHIBIT A Interest Reset DatePayment Period, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, Note (except that in the case of a LIBOR Floating Rate Certificated Note for which the Base Rate is LIBOR, if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day); provided further, 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; 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 Procedure "A" below, interest payments on Fixed Rate Certificated Notes Notes, other than Amortizing Notes Notes, will be made semi-annually semiannually on March 1 15 and September 1 15 of each year (or, if so indicated in such Note, annually on September 15 of each year) and at maturity or upon any earlier redemption or repayment and Certificated Certified Amortizing Notes will pay principal and interest semi-annually semiannually each March l 15 and September l15, or quarterly each March l15, June l15, September 115, and December l15, and at maturitymaturity or upon any earlier redemption or repayment; provided, however, that in the case of Certificated Fixed Rate Notes 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 Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually semiannually or annually. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month 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 Payment Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure All "A" below; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a LIBOR Note if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided, further, that 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 Record Date.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure "A" below, interest Interest payments on Fixed Rate Certificated Notes other than Amortizing Notes will be made semi-annually on March 1 and September 1 of each year the dates specified pursuant to Settlement Procedure “A” below and at maturity and Certificated Amortizing Notes will pay principal and interest semi-annually each March l and September l, or quarterly each March l, June l, September 1, and December l, and at maturityMaturity; 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 Certificated a Fixed Rate Notes 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 Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Interest will be payable, in the case of Floating Rate Certificated Notes with a that reset daily, weekly or monthly Interest Reset Datemonthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and DecemberDecember of each year, as specified pursuant to settlement procedure "Settlement Procedure “A" ” below; in the case of Floating Rate Certificated Notes with a quarterly interest Payment Reset Datethat reset quarterly, on the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Certificated Notes with a that reset semi-annual Interest Reset Dateannually, on the third Wednesday of the two months specified pursuant to Settlement Procedure All below; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement 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 Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated NotesNote, except in the case of a LIBOR Floating Rate Certificated Note for which the Base Rate is LIBOR, if such Business Day is inin the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided further, that 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 Record Date.