Common use of Preparation of Pricing Supplement Clause in Contracts

Preparation of Pricing Supplement. If any offer to purchase a Security is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement reflecting the terms of such Security and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx Corporation, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Corporate Treasury Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx & Sons, Inc. to: X.X. Xxxxxxx & Sons, Inc. Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxx X. Xxxxx & Co. Incorporated, to: Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to UBS PaineWebber Inc., to: UBS PaineWebber Inc. 000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Xxxxxx & Xxxxxx LLP 0000 X Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxx X. Xxxxx, Esq. Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities from such Agent or Selected Dealer. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such Security, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities the Prospectus (including the Pricing Supplement) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the Security.

Preparation of Pricing Supplement. If any offer to purchase a Security Note is accepted by or on behalf of the Company, the Company Company, with the approval of the Agent which presented such offer (the "Presenting Agent"), will provide prepare a Pricing Supplement reflecting the terms of such Security Note and will have filed file such Pricing Supplement relating to such Notes and the plan of distribution thereof (as such Pricing Supplement supplements the Prospectus, the "Supplemented Prospectus"), with the Commission in accordance with the applicable paragraph of Rule 424(b) 424 under the Act. The Presenting Agent will cause a Supplemented Prospectus to be delivered to the purchaser of the Note. The Company shall use its reasonable best efforts to send such have delivered a completed Pricing Supplement by email Supplement, via next day mail or telecopy to the Purchasing Agent and the Trustee by 6:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in arrive no event later than 11:00 a.m. New York City time, 11 AM on the Business Day following the applicable Trade Date) trade date, to each the Presenting Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security and the Trustee at the following applicable locations: Salomon Brothers Inc at the following address: if to Xxxxxxxx & Xxxxxx CorporationSalomon Brothers Inc, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx XxxxxxxxxSeven World Trade Center, XX 00000 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Treasury Legal Department -- Xxxxxxxx Xxxxxxxx, Telephone: (000) 000-0000 Telecopier0000, Telecopy: (000) 000-0000 if 0000; to X.X. Xxxxxxx & Sons, Inc. toat the following address: X.X. Xxxxxxx & Sons, Inc. Inc., Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 00000, Attention: Debt Syndicate -- Xxxxx Xxxxxxxxxx Xxxx-Xxxxxxxxx, Telephone: (000) 000-0000 Telecopier0000, Telecopy: (000) 000-0000 if 0000; and to Xxxxxx X. Xxxxxxx Xxxxx & Co. IncorporatedCo., toXxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated at the following address: Tritech Services, 00 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx 00000, Attention: Prospectus Operations/Xxxxxxx Xxxxxxxxx, XX 00000 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier0000, Telecopy: (414908) if to Prudential Securities 885-2774, with a copy to: Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx XxxxWorld Financial Center, XX 00000 North Tower, 10th Floor, New York, New York 10281-1310, Attention: Xxxx Xxxx MTN Product Management, Telephone: (000) 000-0000 Telecopier0000, Telecopy: (000) 000-0000 if 0000. Also, a copy should be sent to UBS PaineWebber Inc.Winthrop, to: UBS PaineWebber Inc. 000 Stimson, Xxxxxx Xxxx. Xxxxxxxxx& Xxxxxxx, XX 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the TrusteeXxx Xxxxxxx Xxxx Xxxxx, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Xxx Xxxx 00000, Attention: Corporate Trust Department Xxxxx X. Xxxxx, Esq., Telephone: (000) 000-0000 Telecopier0000, Telecopy: (000212) 000858-0000 For record keeping purposes1500. In each instance that a Pricing Supplement is prepared, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Xxxxxx & Xxxxxx LLP 0000 X Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxx X. Xxxxx, Esq. Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each the Agents will affix such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities from such Agent or Selected Dealerthe Prospectus prior to its use. Outdated Pricing Supplements Supplements, and the Prospectuses to which they are attached (other than those retained for files) ), will be destroyed by those in possession thereofdestroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such Security, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities the Prospectus (including the Pricing Supplement) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the Security.Settlement:

Preparation of Pricing Supplement. If any offer to purchase a Security Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in one of the forms attached to the Distribution Agreement as Exhibit C or such other form as may be agreed upon by the Company and the Purchasing Agent) reflecting the terms of such Security Note and will have filed file such Pricing Supplement with the Commission SEC in accordance with the applicable paragraph of Rule 424(b) under the Securities Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy fax to the Purchasing Agent and the Trustee Securities Administrator by 6:00 4:00 p.m. (New York City Time) on the applicable Trade DayDate. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy fax or overnight express (for delivery by the close of business on the applicable Trade DayDate, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security Note and the Trustee Securities Administrator at the following applicable address: if to Xxxxxxxx & Xxxxxx CorporationRBS Securities Inc., to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx XxxxxxxxxRBS Securities Inc. 600 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attention: Corporate Treasury Pxxx Xxxxxxxx Telephone: (000) 000-0000 TelecopierFax: (000) 000-0000 Email: Pxxx.Xxxxxxxx@xxx.xxx and if to X.X. Xxxxxxx & Sonsthe Securities Administrator, Inc. to: X.X. Xxxxxxx & SonsCitibank, Inc. Xxx Xxxxx Xxxxxxxxx N.A. 100 Xxxx Xxxxxx, 0xx 00xx Xxxxx Xx. XxxxxXxx Xxxx, Xxxxxxxx XX 00000 Attention: Xxxxx Xxxxxxxxxx Global Transaction Services – RBS PLC Retail Corporate Note Program Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxx X. Xxxxx & Co. Incorporated, to: Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to UBS PaineWebber Inc., to: UBS PaineWebber Inc. 000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department Telephone: (000) 000-0000 TelecopierFax: (000) 000-0000 For record keeping purposes, one copy of each preliminary and final Pricing Supplement, as so filed, shall also be mailed or telecopied faxed to: Xxxxxx Mxxxxxxx & Xxxxxx Fxxxxxxx LLP 1290 Avenue of the Americas Nxx Xxxx, Xxx Xxxx 00000-0000 X Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxx Axxx X. XxxxxXxxxxx, Esq. Telephone: (000) 000-0000 TelecopierFax (000) 000-0000 Email: axxxxxx@xxxx.xxx and to: RBS Securities Inc. 600 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attention: Pxxx Xxxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: Pxxx.Xxxxxxxx@xxx.xxx Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Distribution Agreement and the Master Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities Notes from such Agent or Selected DealerDealer or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. Outdated Pricing Supplements and the Prospectuses Prospectus(es) to which they are attached (other than those retained for files) will be destroyed by those in possession thereofdestroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Subject to “Suspension of Solicitation; Amendment or Supplement” below and unless the Agent or Selected Dealer complies with the requirements of Rule 173(a) under the Securities Act, if available, the Agents or Selected Dealers will deliver a Prospectus and final Pricing Supplement as herein described with respect to each Security Note sold by it. For each offer to purchase a Security Note accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such SecurityNote, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, unless the Agent or Selected Dealer complies with the requirements of Rule 173(a) under the Securities Act, if available, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities Notes the Prospectus (including the final Pricing Supplement) in relation to such Securities Notes prior to or simultaneously with delivery of the confirmation of sale or delivery of the SecurityNote.

Preparation of Pricing Supplement. If any offer to purchase a Security Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Security Note and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 3:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security Note and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx CorporationBanc of America Securities LLC, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxx Xxxxxx XxxxxxxxxXxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Corporate Treasury Xxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx & SonsIncapital LLC, Inc. to: X.X. 000 Xxxxx Xxxxxx Xxxxx Suite 3700 Chicago, Illinois 60606 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxxx Xxxxxx & SonsCo., Inc. Inc., to: Fixed Income Department 000 Xxxxxxx Xxxxxx Xxx Xxxxx Xxxxxxxxx XxxxxxXxxxxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Citigroup Global Markets Inc., to: Attention: Xxxxxxxxx Xxxxx Brooklyn Army Terminal 000 00xx Xxxxxx 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxx X. Xxxxx Xxxxxxx & Co. Incorporated, to: Xxxxxx X. Xxxxx Xxxxxxx & Co. Incorporated 000 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Fixed Income Trading Desk TelephoneProspectus Department Tel: (000) 000-0000 Telecopier: (414) if to Prudential UBS Securities IncorporatedLLC, to: Prudential Securities Incorporated Taxable Fixed Income Department U.S. Retail Trading Attention: Xxx Xxxxxx 000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxx Xxxx Xxxxxx 00000 Fax: (000) 000-0000 if to Xxxxx Fargo Advisors, LLC, to: Xxxxx Fargo Advisors, LLC Mail Code MO1860 Xxx XxxxXxxxx Xxxxxxxxx Xxxxxx Xx. Xxxxx, XX Xxxxxxxx 00000 Attention: Xxxx Xxxx Xxxxx Pemiciaro—Fixed Income Desk Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to UBS PaineWebber Inc., to: UBS PaineWebber Inc. 000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase The Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxxof New York Mellon Trust Company, XX N.A. Corporate Trust 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx Xxxxxxxx 00000 Tel 000.000.0000 Attention: Corporate Trust Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Xxxxxx X. Xxxxxxxxx For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Xxxxx Xxxxx LLP 00 Xxxxx Xxxxxx & Xxxxxx LLP 0000 X XxxxxxXxxxx Chicago, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Illinois 60606 Attention: Xxxx Xxxxxx X. Xxxxx, Esq. Best Telephone: (000) 000-0000 TelecopierFax: (000) 000-0000 Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities Notes from such Agent or Selected Dealer. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereofdestroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Subject to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver a Prospectus and Pricing Supplement as herein described with respect to each Security Note sold by it. For each offer to purchase a Security Note accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such SecurityNote, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities Notes the Prospectus (including the Pricing Supplement) in relation to such Securities Notes prior to or simultaneously with delivery of the confirmation of sale or delivery of the SecurityNote.

Preparation of Pricing Supplement. If any offer to purchase a Security Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Security Note and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 3:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall . use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security Note and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx CorporationBanc of America Securities LLC, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxx Xxxxxx XxxxxxxxxXxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Corporate Treasury Xxxxxx Xxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx & SonsIncapital LLC, Inc. to: X.X. Xxxxxxx & Sons000 Xxxxx Xxxxxx Xxxxx Suite 3700 Chicago, Inc. Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx Illinois 60606 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxxx Xxxxxx X. Xxxxx & Co. IncorporatedCo., Inc., to: 000 Xxxxxxxxxx Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx XxxxxxxxxSan Francisco, XX 00000 California 94104 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to UBS PaineWebber Citigroup Global Markets Inc., to: UBS PaineWebber Inc. 000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxxxxxx Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank Brooklyn Army Terminal 000 Xxxx 00xx Xxxxxx 0xx Xxxxx Xxxxxxxx, Xxx Xxxx, XX Xxxx 00000 Attention: Corporate Trust Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 For record keeping purposesif to Xxxxxxx Lynch, one copy of each Pricing SupplementPierce, as so filedXxxxxx & Xxxxx Incorporated, shall also be mailed or telecopied to: Xxxxxxx Xxxxx Production Technologies 00X Xxxxxxxx Xxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Prospectus Operations/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000/5/6 email: xxxxxxxx@xx0.xx.xx.xxx if to Xxxxxx Xxxxxxx & Co. Incorporated, to: Xxxxxx Xxxxxxx & Co. Incorporated 000 Xxxxxx LLP 0000 X XxxxxxXxxxxx Xxx Xxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. Xxx Xxxx 00000 Attention: Xxxx X. XxxxxProspectus Department Tel: (000) 000-0000 if to UBS PaineWebber Inc., Esq. to: Taxable Fixed Income Department Attention: Corporate Desk 000 Xxxxxx Xxxxxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent if to Wachovia Securities, LLC, to: Wachovia Securities, LLC Xxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxx 00000 Attention: Taxable Fixed Income Product Specialist Group Telephone: 000-000-0000 Telecopier: (or Selected Dealer), in turn, pursuant 000) 000-0000 and if to the terms of the Selling Agent Agreement and the Selected Dealer AgreementTrustee, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities from such Agent or Selected Dealer. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agentto: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf Bank of the New York Mellon Trust Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such SecurityN.A. Corporate Trust 0 Xxxxx XxXxxxx Xxxxxx, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities the Prospectus (including the Pricing Supplement) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the Security.Xxxxx 0000 Xxxxxxx Xxxxxxxx 00000 Tel 000.000.0000

Preparation of Pricing Supplement. If any offer to purchase a Security is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement pricing supplement to the Purchasing Agent and the Trustee reflecting the terms of such Security and will have filed file such Pricing Supplement pricing supplement with the Commission SEC in accordance with the applicable paragraph of Rule 424(b) under the 1933 Act. The Company shall use its reasonable best efforts to send such Pricing Supplement pricing supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 3:00 p.m. (New York City Time) time), on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement pricing supplement and the remainder of the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. a.m., New York City time, on the Business Day following the applicable Trade DateDay) to each Agent (or other and each Selected Dealer) Dealer which made or presented the offer to purchase the applicable Security and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx CorporationBanc of America Securities LLC, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Banc of America Securities LLC Xxx Xxxxxx XxxxxxxxxXxxx XX0-000-00-00 Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Corporate Treasury High Grade Transaction Management/Legal Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx & SonsCitigroup Global Markets Inc., Inc. to: X.X. Xxxxxxx & SonsCitigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Inc. Xxx Xxxx 00000 Attention: General Counsel Telecopier: (000) 000-0000 if to Xxxxx Fargo Advisors, LLC, to: Xxxxx Fargo Advisors, LLC Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxx X. Xxxxx & Co. IncorporatedRBC Capital Markets Corporation, to: Xxxxxx X. RBC Capital Markets Corporation Three World Financial Center 000 Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx XxxxxxxxxXxxxxx, XX 00000 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated8th Floor New York, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx XxxxNew York, XX 00000 10281 Attention: Xxxx Xxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to UBS PaineWebber Inc.Securities LLC, to: UBS PaineWebber Inc. Securities LLC 000 Xxxxxx Xxxx. Xxxxxxxxx, XX 0xx Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to TD Ameritrade, Inc., to: TD Ameritrade, Inc. 1 Harborside Financial Xxxxxx Xxxxx 0, 0xx Xxxxx Xxxxxx Xxxx, Xxx Xxxxxx 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Fifth Third Securities, Inc., to: Fifth Third Securities, Inc. 00 Xxxxxxxx Xxxxxx Xxxxxxxxxx, Xxxx 00000 Attention: Xxx Xxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to the Paying Agent, to: The Bank of New York Mellon x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Corporate Unit Telephone: (000) 000-0000 Telecopier: (000) 000-0000 (000) 000-0000 For record keeping purposes, one copy of each Pricing Supplementpricing supplement, as so filed, shall also be mailed or telecopied to: Sidley Austin LLP 000 Xxxxxxx Xxxxxx & Xxxxxx LLP 0000 X XxxxxxXxx Xxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. Xxx Xxxx 00000 Attention: Xxxx Xxxxxx X. Xxxxx, Esq. Xxxxxxxx and Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Selected Dealer Dealers Agreement, will cause to be timely delivered a copy of the Prospectus and (including the applicable Pricing Supplement pricing supplement), or, in lieu thereof, a notice to the effect that the sale was made pursuant to a registration statement or in a transaction in which a final prospectus would have been required to have been delivered in the absence of Rule 172 under the 1933 Act, to each purchaser of Securities from such Agent or Selected Dealer. Outdated Pricing Supplements pricing supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereofdestroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Subject to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver a or otherwise make available the Prospectus and Pricing Supplement (including the applicable pricing supplement) as herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or and Selected Dealer the terms of such Security, the principal amount of Securities being purchased by such Agent or Selected Dealer and other applicable details described above and above, delivery and payment instructionsinstructions and the information required by Rule 173 under the 1933 Act, with a copy to the Company. In addition, the Purchasing Agent, other each Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities the Prospectus (including the Pricing Supplementapplicable pricing supplement) in relation to such Securities prior to or simultaneously with delivery any purchaser of the confirmation of sale or delivery of the SecuritySecurities who so requests.

Preparation of Pricing Supplement. If any offer to purchase a Security is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement pricing supplement to the Purchasing Agent and the Trustee reflecting the terms of such Security and will have filed file such Pricing Supplement pricing supplement with the Commission SEC in accordance with the applicable paragraph of Rule 424(b) under the 1933 Act. The Company shall use its reasonable best efforts to send such Pricing Supplement pricing supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 3:00 p.m. (New York City Time) time), on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement pricing supplement and the remainder of the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. a.m., New York City time, on the Business Day following the applicable Trade DateDay) to each Agent (or other and each Selected Dealer) Dealer which made or presented the offer to purchase the applicable Security and the Trustee at the following applicable address: if to Xxxxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxxx CorporationXxxxx Incorporated, to: Xxxxxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Ilsley Corporation 000 Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx Xxxxxx XxxxxxxxxXX000-00-0 Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Corporate Treasury High Grade Transaction Management/Legal Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx & SonsCitigroup Global Markets Inc., Inc. to: X.X. Xxxxxxx & SonsCitigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Inc. Xxx Xxxx 00000 Attention: General Counsel Telecopier: (000) 000-0000 if to Xxxxx Fargo Advisors, LLC, to: Xxxxx Fargo Advisors, LLC Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxx X. Xxxxx & Co. IncorporatedRBC Capital Markets, LLC, to: Xxxxxx X. RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx XxxxxxxxxXxxxxx, XX 00000 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated8th Floor New York, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx XxxxNew York, XX 00000 10281 Attention: Xxxx Xxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to UBS PaineWebber U.S. Bancorp Investments, Inc., to: UBS PaineWebber U.S. Bancorp Investments, Inc. 000 X. Xxxxx St. 26th Floor EX-NC-WSTC Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: High Grade Syndicate Telephone: 000-000-0000 Telecopier: 000-000-0000 if to the Paying Agent, to: The Bank of New York Mellon x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx Xxxx. XxxxxxxxxTrust Company, N.A. 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department Unit Telephone: (000) 000-0000 Telecopier: (000) 000-0000 (000) 000-0000 For record keeping purposes, one copy of each Pricing Supplementpricing supplement, as so filed, shall also be mailed or telecopied to: Sidley Austin LLP 000 Xxxxxxx Xxxxxx & Xxxxxx LLP 0000 X XxxxxxXxx Xxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. Xxx Xxxx 00000 Attention: Xxxx Xxxxxx X. Xxxxx, Esq. Xxxxxxxx and Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Selected Dealer Dealers Agreement, will cause to be timely delivered a copy of the Prospectus and (including the applicable Pricing Supplement pricing supplement), or, in lieu thereof, a notice to the effect that the sale was made pursuant to a registration statement or in a transaction in which a final prospectus would have been required to have been delivered in the absence of Rule 172 under the 1933 Act, to each purchaser of Securities from such Agent or Selected Dealer. Outdated Pricing Supplements pricing supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereofdestroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Subject to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver a or otherwise make available the Prospectus and Pricing Supplement (including the applicable pricing supplement) as herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or and Selected Dealer the terms of such Security, the principal amount of Securities being purchased by such Agent or Selected Dealer and other applicable details described above and above, delivery and payment instructionsinstructions and the information required by Rule 173 under the 1933 Act, with a copy to the Company. In addition, the Purchasing Agent, other each Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities who so request, the Prospectus (including the Pricing Supplementapplicable pricing supplement) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the SecuritySecurities.

Preparation of Pricing Supplement. If any offer to purchase a Security Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit F) reflecting the terms of such Security Note and will have filed such Pricing Supplement with the Commission SEC in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 3:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security Note and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx CorporationIF TO INCAPITAL LLC, toTO: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx XxxxxxxxxXxxxx, XX 00000 Attention: Corporate Treasury Suite 3700 Chicago, Illinois 60606 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx & SonsIF TO CITIGROUP GLOBAL MARKETS INC., Inc. toTO: X.X. Xxxxxxx & Sons000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Inc. Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxx X. IF TO XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, TO: 00 Xxxxxxxxxxx Xxxxx & Co. IncorporatedXX 1-050-12-01 Xxx Xxxx, to: Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Fixed Income Trading Desk TelephoneHigh Grade Debt Capital Markets Transaction Management/Legal Telecopier: (000) 000-0000 TelecopierIF TO Xxxxxx Xxxxxxx & Co. LLC, TO: (414) if to Prudential Securities Incorporated0000 Xxxxxxxx, to: Prudential Securities Incorporated Xxx Xxx Xxxx 0xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Investment Banking Division Telecopier: (000) 000-0000 IF TO RBC Capital Markets, LLC, TO: 000 Xxxxx Xxxxxx New York, NY 10281-8098 Attention: Xxxx Xxxxxx/Xxxx Xxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to UBS PaineWebber Inc.IF TO Xxxxx Fargo Advisors, toLLC, TO: UBS PaineWebber Inc. 000 Xxxxxx XxxxXxx Xxxxx Xxxxxxxxx 0xx Xxxxx Xx. XxxxxxxxxXxxxx, XX 00000 Attention: Corporate Xxxxx Pemiciaro - Fixed Income Desk Telecopier: (000) 000-0000 emailAND IF TO EITHER TRUSTEE, TO: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase U.S. Bank National Association 000 Xxxx 00xx Xxxxxx – Xxxxx 0000 Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Corporate Trust Department Services Telephone: (000) -000-0000 TelecopierEmail: (000) 000-0000 For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied toxxx.xxxxxxxxxx@xxxxxx.xxx Email: Xxxxxx & Xxxxxx LLP 0000 X Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxx X. Xxxxx, Esq. Telephone: (000) 000-0000 Telecopier: (000) 000-0000 xxxxx.xxxxx@xxxxxx.xxx Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, will deliver to the purchaser a notice of availability (pursuant to Rule 172 of the 0000 Xxx) or cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities Notes from such Agent or Selected Dealer. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereofdestroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Subject to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver to the purchaser a notice of availability (pursuant to Rule 172 of the 0000 Xxx) or deliver a Prospectus and Pricing Supplement as herein described with respect to each Security Note sold by it. For each offer to purchase a Security Note accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such SecurityNote, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to the purchaser a notice of availability (pursuant to Rule 172 of the 0000 Xxx) or deliver to investors purchasing the Securities Notes the Prospectus (including the Pricing Supplement) in relation to such Securities Notes prior to or simultaneously with delivery of the confirmation of sale or delivery of the SecurityNote.

Preparation of Pricing Supplement. If any offer to purchase a Security Note is accepted by or on behalf of the Company, the Company Company, with the approval of the Agent that presented such offer (the “Presenting Agent”), will provide prepare a pricing supplement (a “Pricing Supplement Supplement”) reflecting the terms of such Security Note and will have filed such Pricing Supplement arrange to file with the Commission in accordance with the applicable paragraph of Rule 424(b) 424 under the ActAct and will supply at least 10 copies thereof (or additional copies if requested) to the Presenting Agent. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Note. Outdated Pricing Supplements (other than those retained for files) will be destroyed. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Daytrade date, but in no event later than 11:00 a.m. (New York City time, ) on the Business Day following the applicable Trade Date) trade date), telecopy or e-mail to each the Presenting Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security and the Trustee at the following applicable addressas follows: if If to Xxxxxxxx & Xxxxxx CorporationCitigroup Capital Markets Inc., to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx XxxxxxxxxCitigroup Capital Markets Inc., XX 00000 Debt Capital Markets, 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Treasury TelephoneYukari Saegusa, (000) 000-0000, fax: (000) 000-0000 Telecopier0000, e-mail: yxxxxx.xxxxxxx@xxxxxxxxx.xxx and to Citigroup Capital Markets Inc., General Counsel’s Office, 300 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mxxxxx Xxxxxx, (000) 000-0000, fax: (000) 000-0000 if 0000, e-mail: mxxxxx.xxxxxx@xxxxxxxxx.xxx. If to X.X. Xxxxxxx & SonsBanc One Capital Markets, Inc. Inc., to: X.X. Xxxxxxx & SonsBanc One Capital Markets, Inc. Xxx Xxxxx Xxxxxxxxx XxxxxxInc., 0xx Xxxxx Xx. Xxxxx1 Bank One Plaza, Suite IL1-0595, Structuring and Execution, Cxxxxxx, Xxxxxxxx 00000 00000, Attention: Xxxxx Xxxxxxxxxx TelephoneCxxxx Grumbowski, (000) 000-0000, fax: (000) 000-0000 Telecopier0000, e-mail: cxxxx_xxxxxxxxxx@xxxxxxx.xxx. If to Mxxxxxx Lxxxx & Co., to: Mxxxxxx Lxxxx Production Technologies, 4 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, Attention: Prospectus Operations/ Nxxxxxx Xxxxxxxxx, (000) 000-0000, fax: (000) 000-0000 if 0000, e-mail: mxxxxxxx@xx0.xx.xx.xxx and to Xxxxxx X. Xxxxx Mxxxxxx Lynch, Pierce, Fxxxxx & Co. Sxxxx Incorporated, to: Xxxxxx X. Fxxx Xxxxx & Co. Incorporated 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx00000, XX 00000 Attention: Fixed Income Trading Desk TelephoneSxxxx Xxxxxxxx, (000) 000-0000, fax: (000) 000-0000 Telecopier0000, e-mail: (414) if sxxxxxxxx@xxxxxxxx.xx.xxx. If to Prudential Securities IncorporatedThe Wxxxxxxx Capital Group, L.P., to: Prudential Securities Incorporated Xxx Xxx Xxxx The Wxxxxxxx Capital Group, L.P., 600 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, Attention: Xxxx Xxxx TelephoneDxxxx X. Xxxxxxxxxxx, (000) 000-0000, fax: (000) 000-0000 Telecopier0000, e-mail: fxxxxxxxxxx@xxxxxxx.xxx. If to Wachovia Securities, Inc., to: Wachovia Securities, Inc., 1 Xxxxxxxx Xxxxxx, XX0, 300 X. Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention: Jxx Xxxxxxxx, Director, (000) 000-0000, fax: (000) 000-0000 if 0000, e-mail: jxx.xxxxxxxx0@xxxxxxxx.xxx. If to UBS PaineWebber Inc.the Trustee, to: UBS PaineWebber Inc. 000 Xxxxxx The Bank of New York, 101 Bxxxxxx Street, 8xx Xxxxx Xxxx. Xxxxxxxxx, XX 00000 Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Desk TelecopierDxxxxxx Xxxxxx, (000) 000-0000, fax: (000) 000-0000 email0000, e-mail: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Xxxxxx & Xxxxxx LLP 0000 X Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxx X. Xxxxx, Esq. Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities from such Agent or Selected Dealer. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such Security, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities the Prospectus (including the Pricing Supplement) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the Securitydxxxxxxx@xxxxxxxx.xxx.

Preparation of Pricing Supplement. If any offer to purchase a Security is accepted by or on behalf of the CompanyOperating Partnership, the Company Operating Partnership will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit E) reflecting the terms of such Security and will have filed such Pricing Supplement with the Commission SEC in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company Operating Partnership shall use its reasonable best efforts to send such Pricing Supplement by facsimile, email or telecopy to the Purchasing Agent and the Trustee by 6:00 4:00 p.m. (New York City Timetime) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by facsimile, email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx CorporationBanc of America Securities LLC, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx 9 Xxxx 00xx Xxxxxx XxxxxxxxxXX0-000-0X-00 Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Corporate Treasury Transaction Management Telecopier: (000) 000-0000 if to Incapital LLC, to: Oxx Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000-0000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx Cxxxxxx Sxxxxx & SonsCompany, Inc. to: X.X. Xxxxxxx & Sons, Inc. Xxx Xxxxx Xxxxxxxxx Incorporated 300 Xxxxxxxxxx Xxxxxx, 0xx 00xx Xxxxx Xx. XxxxxXxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxxx 00000 Attention: Pxxxx Xxxxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Citigroup Global Markets Inc. Brooklyn Army Terminal 100 00xx Xxxxxx 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Jxxx Xxxxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Exxxxx X. Xxxxx & Co., L.P. 10000 Xxxxxxxxxx Xxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Pxxxxx Xxxxxx/Bxxxxxx Eshing Tel: (000) 000-0000 Fax: (000) 000-0000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated c/o ADP Integrated Distribution 1000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: Charmany Hill Tel: (000) 000-0000 Fax: (000) 000-0000 e-mail: cxxxxxxx_xxxx@xxx.xxx Mxxxxx Sxxxxxx & Co. Incorporated 1000 Xxxxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Gxxx Xxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxx X. Xxxxx & Co. Incorporated, with a copy to: ADP Integrated Distribution 1000 Xxxx Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx XxxxxxxxxXxxxxxxx, XX 00000 Attn: Mxxxxx Sxxxxxx Prospectuses UBS Financial Services, Inc. 800 Xxxxxx Xxxx. 0xx Xxxxx Taxable Fixed Income Wxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Fixed Income Trading Desk TelephoneCorporate Desk, Jxxxx XxXxxxx Tel: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxx TelephoneFax: (000) 000-0000 TelecopierWachovia Securities, LLC 900 X. Xxxx Street West Tower, 3rd Floor Richmond, Virginia 23219 Attention: Gxxxxx X. Xxxxx Tel: (000) 000-0000 if to UBS PaineWebber Inc., to: UBS PaineWebber Inc. 000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Attention: Corporate Desk TelecopierFax: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx XxxxBNY Midwest Trust Company 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attention: Corporate Trust Department TelephoneServices Tel: (000) 000-0000 TelecopierFax: (000) 000-0000 For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Sidley Axxxxx Xxxxx & Wxxx LLP 700 Xxxxxxx Xxxxxx & Xxxxxx LLP 0000 X XxxxxxXxx Xxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. Xxx Xxxx 00000 Attention: Xxxx Exxxxx X. Xxxxx, Esq. Xxxxxxxx Telephone: (000) 000-0000 Telecopier: Telecopier (000) 000-0000 Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities from such Agent or Selected Dealer. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf of the CompanyOperating Partnership, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such Security, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other each Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities the Prospectus (including the Pricing Supplement) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the Security.

Preparation of Pricing Supplement. If any an offer to purchase a Security Book-Entry Note is accepted by or on behalf of the Company, the Company Company, with the approval of the Agent that presented such offer (the “Presenting Agent”), will provide prepare a pricing supplement (a “Pricing Supplement Supplement”) reflecting the terms of such Security Book-Entry Note and will arrange to have 10 copies thereof filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the ActSecurities Act and will supply at least 10 copies thereof (and additional copies if requested) to the Presenting Agent and one copy to the Trustee. The Company shall use its reasonable best efforts to send such Presenting Agent will cause a Pricing Supplement by email or telecopy to be delivered to the Purchasing Agent and agent of the Trustee by 6:00 p.m. (New York City Time) on the applicable Trade DayBook-Entry Note. The Purchasing copies of the Pricing Supplement to be sent to the Presenting Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus be sent by email or electronic mail, telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in courier to arrive no event later than 11:00 a.m. a.m., New York City time, on the second Business Day following the applicable Trade Date) sale date and shall be sent: If to each Agent (or other Selected Dealer) which made or presented the offer Academy Securities, Inc., to purchase the applicable Security and the Trustee at the following applicable addressit at: if to Xxxxxxxx & Xxxxxx Corporation, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Corporate Treasury Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx & SonsAcademy Securities, Inc. to: X.X. Xxxxxxx & Sons, Inc. Xxx Xxxxx Xxxxxxxxx 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxx X. Xxxxx & Co. Incorporated, to: Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 AttentionAttn: Xxxx Xxxx Xxxxxxx Xxxxx Telephone: (000) -000-0000 TelecopierIf to BNP Paribas Securities Corp., to it at: (000) 000-0000 if to UBS PaineWebber Inc.BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx, to: UBS PaineWebber Inc. 000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: 0xx Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 AttentionAttn: Corporate Trust Department Syndicate Desk Telephone: (000) -000-0000 TelecopierEmail: (xxx.xxxx.xxxxxxxxx@xxxxxxxxxx.xxx If to BofA Securities, Inc., to it at: BofA Securities Xxx Xxxxxx Xxxx XX0-000) -00-00 Xxx Xxxx, XX 00000 Attn: MTN Desk Telephone: 000-000-0000 For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied toTelecopy: Xxxxxx & Xxxxxx LLP 0000 X Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxx X. Xxxxx, Esq. Telephone: (000) -000-0000 TelecopierIf to CastleOak Securities, L.P., to it at: (CastleOak Securities, L.P. 000 Xxxxx Xxxxxx, 4th Floor New York, NY 10281 Attn: Xxxxxx Xxxxxxxx Telephone: 000) -000-0000 Each If to Comerica Securities, Inc., to it at: Comerica Securities, Inc. 0000 Xxxxxx Xxxx, 4th Floor Auburn Hills, MI 48326 Telecopy: 000-000-0000 If to Commerz Markets LLC, to it at: Commerz Markets LLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attn: DCM Bonds Syndicate Telephone: 000-000-0000 If to Fifth Third Securities, Inc., to it at: Fifth Third Securities, Inc. 00 Xxxxxxxx Xxxxxx Xxxxx XX 00000X Xxxxxxxxxx, XX 00000 Attn: Transaction Execution Telephone: 000-000-0000 Telecopy: 000-000-0000 Exh. A -11 If to KeyBanc Capital Markets Inc., to it at: KeyBanc Capital Markets Inc. 000 Xxxxxx Xxxxxx, Xxxxx 0 Xxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 If to Mizuho Securities USA LLC, to it at: Mizuho Securities USA LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Debt Capital Markets Desk Telephone: 000-000-0000 Telecopy: 000-000-0000 If to Xxxxxx Xxxxxxx & Co. LLC, to it at: Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Investment Banking Division Telephone: 000-000-0000 Telecopy: 000-000-0000 If to MUFG Securities Americas Inc., to it at: MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Capital Markets Group Telephone: 000-000-0000 Telecopy: 000-000-0000 If to PNC Capital Markets LLC, to it at: PNC Capital Markets LLC 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Attn: Debt Capital Markets, Fixed Income Transaction Execution Telephone: 000-000-0000 Telecopy: 000-000-0000 If to RBC Capital Markets, LLC, to it at: RBC Capital Markets, LLC 000 Xxxxx Xxxxxx, Brookfield Place, 8th Floor Xxx Xxxx, XX 00000 Attn: Transaction Management Group/Xxxxx Xxxxxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 Exh. A -12 If to Regions Securities LLC, to it at: Regions Securities LLC 0000 Xxxx Xxxxxxxxx Xxxxxx XX, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Debt Capital Markets Telephone: 000-000-0000 Telecopy: 000-000-0000 If to TD Securities (USA) LLC, to it at: TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Transaction Management Group Email: xxxxx@xxxxxxxxxxxx.xxx If to Truist Securities, Inc., to it at: Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, XX 00000 Attn: Investment Grade Capital Markets Telecopy: 000-000-0000 If to U.S. Bancorp Investments, Inc., to it at: U.S. Bancorp Investments, Inc. 000 X. Xxxxx Street 26th Floor, EX-NC-WSTC Charlotte, NC 28202 Attn: Head of Syndicate Telephone: 000-000-0000 Telecopy: 000-000-0000 If to Xxxxx Fargo Securities, LLC, to it at: Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, NC 28202 Attn: Transaction Management Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx or to such other address as the Presenting Agent (or Selected Dealer)may specify. Receipt of all telecopy transmissions shall be confirmed by telephone. In each instance that a Pricing Supplement is prepared, in turn, pursuant to the terms of Presenting Agent will affix the Selling Agent Agreement and the Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities from such Agent or Selected DealerProspectuses prior to their use. Outdated Out-dated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such Security, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities the Prospectus (including the Pricing Supplement) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the Securitydestroyed.

Preparation of Pricing Supplement. If any offer to purchase a Security Note is accepted by or on behalf of the Company, the Company Company, with the approval of the Agent that presented such offer (the “Presenting Agent”), will provide prepare a pricing supplement (a “Pricing Supplement Supplement”) reflecting the terms of such Security Note and will have filed such Pricing Supplement arrange to file with the Commission in accordance with the applicable paragraph of Rule 424(b) 424 under the ActAct and will e-mail a copy to the Presenting Agent. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Presenting Agent and the Trustee by 6:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx Corporation, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Corporate Treasury Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx & Sons, Inc. to: X.X. Xxxxxxx & Sons, Inc. Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to Xxxxxx X. Xxxxx & Co. Incorporated, to: Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to UBS PaineWebber Inc., to: UBS PaineWebber Inc. 000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Xxxxxx & Xxxxxx LLP 0000 X Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxx X. Xxxxx, Esq. Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each be delivered to the purchaser of Securities from such Agent or Selected DealerNote. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed destroyed. The Company shall, promptly after the Applicable Time, deliver a copy of the Pricing Supplement to the Presenting Agent and the Trustee by those in possession thereofany of the following communication methods (mail, fax or email): If to BB&T Capital Markets, to: BB&T Capital Markets, a division of BB&T Securities, LLC, 000 Xxxx Xxxx Xxxxxx, Suite 300, Richmond, Virginia 23219, Attention: Xxxxx X. Xxxxxx, (000) 000-0000, fax: (000) 000-0000, e-mail: xxxxxxx@xxxxxxxx.xxx. Delivery of Confirmation and Prospectus If to Purchaser by Presenting AgentMitsubishi UFJ Securities (USA), Inc., to: Mitsubishi UFJ Securities (USA), Inc., 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Capital Markets Group, (000) 000-0000, fax: (000) 000-0000. If to TD Securities (USA) LLC, to: TD Securities (USA) LLC, 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxxxxxx, (000)-000-0000, fax: (000)-000-0000, e-mail: xxxxxxxx.xxxxxxxxx@xxxxxxxxxxxx.xxx If to The Xxxxxxxx Capital Group, L.P., to The Xxxxxxxx Capital Group, L.P., 000 Xxxxx Xxxxxx, 00xx XxxxxXxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxxxxxxxx (000) 000-0000, fax: (000) 000-0000, e-mail: xxxxxxxxxxx@xxxxxxx.xxx. If to U.S. Bancorp Investments, Inc., to: U.S. Bancorp Investments, Inc., 000 Xxxxx Xxxxx Xxxxxx, 26th Floor, Charlotte, North Carolina 28202, Attention: High Grade Syndicate, (000) 000-0000, fax: (000) 000-0000. If to Xxxxx Fargo, to: Xxxxx Fargo Securities LLC, 000 Xxxxx Xxxxx Xxxxxx, 5th Floor, Charlotte, North Carolina 28202, Attention: Xxxxxxx Xxxxxx, Transaction Management, (000) 000-0000, fax: (000) 000-0000, e-mail: xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx. If to the Trustee, to: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf Bank of the CompanyNew York Mellon, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such Security101 Xxxxxxx Street, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions0xx Xxxxx Xxxx, with a copy to the Company. In additionXxx Xxxx, the Purchasing AgentXxx Xxxx 00000, other Agent or Selected DealerAttention: Xxxx Xxxx, as the case may be(000) 000-0000, will deliver to investors purchasing the Securities the Prospectus fax: (including the Pricing Supplement000) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the Security000-0000, e-mail: xxxxxxxx@xxxxxxxx.xxx.

Preparation of Pricing Supplement. If any offer to purchase a Security Subordinated Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement to the Purchasing Agent and the Trustee reflecting the terms of such Security Subordinated Note and will have filed file such Pricing Supplement with the Commission SEC in accordance with the applicable paragraph of Rule 424(b) under the 1933 Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 3:00 p.m. (New York City Timetime) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other and each Selected Dealer) Dealer which made or presented the offer to purchase the applicable Security Subordinated Note and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx CorporationBanc of America Securities LLC, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx XxxxxxxxxBanc of America Securities LLC Bank of America Tower One Bryant Park NY1-100-03-01 New York, XX 00000 New York 10036 Attention: Corporate Treasury Medium Term Note Desk Telephone: (000) 000-0000 TelecopierFax: (000) 000-0000 with a copy to: Banc of America Securities LLC Bank of America Tower One Xxxxx Xxxx NY1-100-18-03 Xxx Xxxx, Xxx Xxxx 00000 Attention: High Grade Debt Capital Markets Transaction Management Telephone: (000) 000-0000 Fax: (000) 000-0000 if to X.X. Xxxxxxx & SonsAssociated Banc-Corp, Inc. to: X.X. Xxxxxxx & SonsAssociated Banc-Corp 0000 Xxxxxx Xxxx MS# 8025 Xxxxx Xxx, Inc. Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx Xxxxxxx — Treasurer Telephone: (000) 000-0000 TelecopierFax: (000) 000-0000 Email: xxxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx Associated Banc-Corp 0000 Xxxxxx Xxxx MS# 8025 Xxxxx Xxx, Xxxxxxxxx 00000 Attention: Xxxxxx Xxx — Asst. Treasurer Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxx.xxx@xxxxxxxxxxxxxx.xxx with copies to: Associated Banc-Corp 0000 Xxxxxx Xxxx MS# 8025 Xxxxx Xxx, Xxxxxxxxx 00000 Attention: Xxxx Xxxxxxx — Treasury Operations Manager Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxx.x.xxxxxxx@xxxxxxxxxxxxxx.xxx Associated Banc-Corp 0000 Xxxxxx Xxxx Green Bay, Wisconsin 54304 Attention: Xxxxx X. Xxxxxxx, Esq. — General Counsel Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx Xxxxxx Xxxxxx Rosenman LLP 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Wild, Esq. Telephone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxx.xxxx@xxxxxxxxx.xxx if to Incapital LLC, to: 000 Xxxxx Xxxxxx Xxxxx Suite 3700 Chicago, Illinois 60602 Attention: Xxx Xxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 if to Xxxxxx X. Xxxxx & Co. Incorporatedthe Agents, to: Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxxxx, XX Xxxxxxxxx 00000 Attention: Fixed Income Trading Desk Capital Markets Telephone: (000) 000-0000 TelecopierFax: (414000) if to Prudential Securities Incorporated000-0000 Xxxxxxx Xxxxxx & Company, to: Prudential Securities Incorporated Xxx Xxx Xxxx 00 Xxxxxxxxxx Xxxxxx 000-00-000 — 00xx Xxxxx Xxx XxxxXxxxxxxxx, XX Xxxxxxxxxx 00000 Attention: Xxxx Xxxx Xxxxx Xxxxxxxxx Telephone: (000) 000-0000 TelecopierFax: (000) 000-0000 if to UBS PaineWebber Inc., to: UBS PaineWebber Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx. Xxxxxxxxx, XX Xxx Xxxx 00000 Attention: Corporate Desk Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy to: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000 TelecopierFax: (000) 000-0000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Global Transaction Management Group Telephone: (000) 000-0000 Fax: (000) 000-0000 UBS Securities LLC 000 Xxxxxx Xxxxxxxxx 0xx Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000-0000 Attention: Corporate Bond Trading Telephone: (000) 000-0000 Fax: (000) 000-0000 Wachovia Securities, LLC Xxx Xxxxx Xxxxxxxxx Xxxxxx 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxxxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Sidley Austin llp 000 Xxxxxxx Xxxxxx & Xxxxxx LLP 0000 X XxxxxxXxx Xxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. Xxx Xxxx 00000 Attention: Xxxx Xxxxx X. Xxxxx, Xxxxxx Esq. Telephone: (000) 000-0000 TelecopierFax: (000) 000-0000 and to: Banc of America Securities LLC Bank of America Tower One Bryant Park NY1-100-03-01 New York, New York 10036 Attention: Medium Term Note Desk Telephone: (000) 000-0000 Fax: (000) 000-0000 with a copy to: Banc of America Securities LLC Bank of America Tower One Xxxxx Xxxx NY1-100-18-03 Xxx Xxxx, Xxx Xxxx 00000 Attention: High Grade Debt Capital Markets Transaction Management Telephone: (000) 000-0000 Fax: (000) 000-0000 Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Selected Dealer Dealers Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement Supplement, or, in lieu thereof, a notice to the effect that the sale was made pursuant to a registration statement or in a transaction in which a final prospectus would have been required to have been delivered in the absence of Rule 172 under the 1933 Act, to each purchaser of Securities Subordinated Notes from such Agent or Selected Dealer. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereofdestroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Subject to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver or otherwise make available a Prospectus and Pricing Supplement as herein described with respect to each Security Subordinated Note sold by it. For each offer to purchase a Security Subordinated Note accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or and Selected Dealer the terms of such SecuritySubordinated Note, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and above, delivery and payment instructionsinstructions and the information required by Rule 173 under the 1933 Act, with a copy to the Company. In addition, the Purchasing Agent, other each Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities Subordinated Notes the Prospectus (including the Pricing Supplement) in relation to such Securities prior Subordinated Notes to or simultaneously with delivery any purchaser of the confirmation of sale or delivery of the SecuritySubordinated Notes who so requests.

Preparation of Pricing Supplement. If any offer to purchase a Security Note is accepted by or on behalf of the CompanyMexico, the Company Purchasing Agent will provide use its reasonable best efforts to send by email or telecopy a draft Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit E or Exhibit F) to Mexico and to Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx LLP reflecting the terms of such Security Note by 2:00 p.m. (New York City time) on the applicable Trade Day. Mexico shall use its reasonable best efforts to deliver any comments to such Pricing Supplement by email or telecopy to the Purchasing Agent and the Fiscal Agent by 5:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent will have filed file such Pricing Supplement with the Commission on behalf of, and after review and approval by, Mexico in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. (New York City time, ) on the Business Day immediately following the applicable Trade DateDay and no earlier than the earlier of (i) 5:00 p.m. (New York City time) on the applicable Trade Date or (ii) such time after which the Purchasing Agent shall have incorporated the comments of Mexico, if any, to the Pricing Supplement, to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security Note and the Trustee Fiscal Agent at the following applicable address: if to Xxxxxxxx & Xxxxxx CorporationBanc of America Securities LLC, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx 40 Xxxx 00xx Xxxxxx XxxxxxxxxXxx Xxxx, XX Xxx Xxxx 00000 Attention: Corporate Treasury Lxxx Xxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Email: lxxxxx@xxxxxxxxxxxxxx.xxx if to X.X. Xxxxxxx & SonsIncapital Europe Limited, Inc. to: X.X. Xxxxxxx & Sons, Inc. Xxx Xxxxx Xxxxxxxxx 300 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000 Xxxxxxx X00 0XX Attention: Xxxxx Managing Director Tel: +00 00 0000 0000 Fax: +00 00 0000 0000 if to Cxxxxxx Sxxxxx & Co., Inc., to: 100 Xxxxxxxxxx TelephoneXxxxxx San Francisco, California 94104 Attention: Pxxxx X. Xxxxxxxxx Tel: (000) 000-0000 TelecopierFax: (000) 000-0000 if to Xxxxxx X. Xxxxx & Co. IncorporatedCitigroup Global Markets, Inc., to: Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx 300 Xxxxxxxxx Xxxxxx XxxxxxxxxXxx Xxxx, XX Xxx Xxxx 00000 Attention: Fixed Income Trading Desk TelephoneMxxxxx Xxxxxx/Rxxxxxx Xxxx Tel: (000) 000-0000/9741 Fax: (000) 000-0000 Telecopier: / (414000) 000-0000 if to Prudential Securities IncorporatedExxxxx X. Xxxxx & Co., L.P., to: Prudential Securities Incorporated Xxx Xxx 10000 Xxxxxxxxxx Xxxx Xxxxx Xxx XxxxXx. Xxxxx, XX 00000 Xxxxxxxx 00000-0000 Attention: Xxxx Xxxx TelephonePxxxxx Xxxxxx Tel: (000) 000-0000 TelecopierFax: (000) 000-0000 if to Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated — Mxxxxxx Lxxxx Production Technologies, to: 4 World Financial Cxxxxx, Xxxxx 00 Xxx Xxxx Xxx Xxxx 00000 Attention: Transaction Management Group email: sxxxxxxxx@xxxxxxxx.xx.xxx Fax: (000) 000 0000 if to Mxxxxx Sxxxxxx & Co. Incorporated, to: 1000 Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Manager — Continuously Offered Products Fax: (000) 000-0000 with a copy to: 1000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Pxxxx Xxxxxx, Investment Banking Information Center Fax: (000) 000-0000 if to Rxxxxxx Jxxxx & Associates, Inc., to: 800 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 Attention: Exx Xxxxxxxx Sxxxx Xxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 if to RBC Dxxx Xxxxxxxx, to: 1211 Avenue of the Americas, Sxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Pxxx Xxxx Tel: (000) 000-0000 Fax: (000) 000-0000 if to UBS PaineWebber Financial Services Inc., to: UBS PaineWebber Inc. 000 800 Xxxxxx Xxxx. Xxxxxxxxx, XX Xxx Xxxxxx 00000 Attention: Corporate Desk TelecopierJxxxx Xxxxxxx Tel: (000) 000-0000/2662 Fax: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy if to Wachovia Securities, LLC, to: 900 X. Xxxx St., WS2200 Richmond, VA 23219 Attention: Gxxxxx Xxxxx Tel: (000) 000 000-0000 Fax: (000) 000 000-0000 and if to the Fiscal Agent, to: The Bank of New York Corporate Trust Oxxxxx 000 Xxxxxxx Xxxxxx Telecopier21 West New York, New York 10286 Attention: Global Trust Services Tel: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Trust Department TelephoneFax: (000) 000-0000 Telecopier: (000) 000-0000 0000/3 For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Xxxxxx Cxxxxx Xxxxxxxx Xxxxx & Xxxxxx Hxxxxxxx LLP 0000 X XxxxxxOxx Xxxxxxx Xxxxx Xxx Xxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. XX 00000 Attention: Xxxx Wxxxx X. Xxxxx, Esq. Xxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent and to: Xxxx xx Xxxxxxx Securities LLC 40 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Lxxx Xxxxx Telephone: (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities from such Agent or Selected Dealer. 000) 000-0000 Telecopier: (000) 000-0000 Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security Note sold by it. For each offer to purchase a Security Note accepted by or on behalf of the CompanyMexico, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such SecurityNote, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the CompanyMexico. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities Notes from it the Prospectus (including the Pricing Supplement) in relation to such Securities Notes prior to or simultaneously with delivery of the confirmation of sale or delivery of the SecurityNote.

Preparation of Pricing Supplement. If any offer to purchase a Security Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Security Note and will have filed such Pricing Supplement with the Commission SEC in accordance with the applicable paragraph of Rule 424(b) under the 1933 Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee by 6:00 3:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent shall use its reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security Note and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx CorporationIF TO BANC OF AMERICA SECURITIES LLC, toTO: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx XxxxxxxxxCharlotte, XX 00000 North Carolina 28255-0065 Attention: Corporate Treasury Xxxxx X. Xxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx & SonsIF TO INCAPITAL LLC, Inc. toTO: X.X. Xxxxxxx & Sons, Inc. Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx XxXxxxx Xxxxxx Xxxxx Xx. Xxxxx0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx 00000-0000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to IF TO XXXXXXX XXXXXX & CO., INC., TO: Xxxxxxx Xxxxxx X. Xxxxx & Co. IncorporatedCo., to: Inc. 000 Xxxxxxxxxx Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx XxxxxxxxxSan Francisco, XX 00000 California 94101 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated, to: Prudential Securities Incorporated Xxx Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxx X. Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to UBS PaineWebber Inc.IF TO XXXXXXX LYNCH, toPIERCE, XXXXXX & XXXXX INCORPORATED, TO: UBS PaineWebber Inc. 000 Xxxxxxx Xxxxx Production Technologies 00X Xxxxxxxx Xxxxx Xxxxxxxxxx, Xxx Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 Attention: Corporate Desk Prospectus Operations/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 0000/5/6 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx copy toxxxxxxxx@xx0.xx.xx.xxx ---------------------- IF TO PRUDENTIAL SECURITIES INCORPORATED, TO: Xxxxx Xxxxxx Telecopier: (000) 000-0000 email: xxxxxxx@xxxxxxxxxxxxxx.xxx and if to the Trustee, to: JPMorgan Chase Bank 000 Xxxx 00xx 0xx Xxxxxx Xxx Xxxx, XX 00000 Xxx Xxxx 00000-0000 Attention: Corporate Trust Department Xxxxxx Xxxxx IF TO XXXXXXX XXXXX BARNEY INC., TO: Attention: Xxxxxxxxx Xxxxx Brooklyn Army Terminal 000 00xx Xxxxxx 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 IF TO UBS PAINEWEBBER INC., TO: Taxable Financial Income Department Attention: Corporate Desk 000 Xxxxxx Xxxx. Xxxxxxxxx, Xxx Xxxxxx 00000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 IF TO FIRST UNION SECURITIES, INC. TO: First Union Securities, Inc. Wachovia Securities 000 X. Xxxxxxx XX0000 Xxxxxxxxx, XX 00000 Attention: Xxxx Xxxxx AND IF TO THE TRUSTEE, TO: Bank One Trust Company, N.A. 1 Bank Xxx Xxxxx Xxxxx XX0-0000 Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Corporate Trust Department For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Xxxx Xxxxx Xxxxxx & Xxxxxx LLP Xxx Xxxx, Xxx Xxxx 00000-0000 X Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxx Xxxxxxx X. XxxxxXxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 AND TO: Banc of America Securities LLC Bank of America Corporate Center 000 Xxxxx Xxxxx Xxxxxx Charlotte, Esq. North Carolina 28255-0065 Attention: Xxxxx X. Xxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent (or Selected Dealer), in turn, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities Notes from such Agent or Selected Dealer. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereofdestroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Subject to "Suspension of Solicitation; Amendment or Supplement" below, the Agents will deliver a Prospectus and Pricing Supplement as herein described with respect to each Security Note sold by it. For each offer to purchase a Security Note accepted by or on behalf of the Company, the Purchasing Agent will confirm in writing with each Agent or Selected Dealer the terms of such SecurityNote, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities Notes the Prospectus (including the Pricing Supplement) in relation to such Securities Notes prior to or simultaneously with delivery of the confirmation of sale or delivery of the SecurityNote.

Preparation of Pricing Supplement. If any offer to purchase a Security is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement reflecting the terms of such Security and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent Agents and the Trustee by 6:00 p.m. (New York City Time) on the applicable Trade Day. The Purchasing Agent Agents shall use its their reasonable best efforts to send such Pricing Supplement and the Prospectus by email or telecopy or overnight express (for delivery by the close of business on the applicable Trade Day, but in no event later than 11:00 a.m. New York City time, on the Business Day following the applicable Trade Date) to each Agent (or other Selected Dealer) which made or presented the offer to purchase the applicable Security and the Trustee at the following applicable address: if to Xxxxxxxx & Xxxxxx Corporation, to: Xxxxxxxx & Ilsley Corporation 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Corporate Treasury Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to X.X. Xxxxxxx Xxxxx to: Xxxxxxx Lynch, Pierce, Xxxxxx & SonsXxxxx Incorporated Attn: MTN Product Management 4 World Financial Center, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 if to Citi Citigroup Global Markets, Inc. toAttn: X.X. Xxxxxxx Transaction Execution Group 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 if to Xxxxxx Xxxxx Xxxxxx X. Xxxxx & SonsCo., Inc. Xxx Xxxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx L.P. 00000 Xxxxxxxxxx Xxxx Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxxxxx Legal Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if to InCapital to: InCapital LLC Attn: [DEPARTMENT] [ADDRESS] [CITY, STATE, ZIP] Telephone: [NUMBER] Telecopier: [NUMBER] If to Xxxxxx X. Xxxxx & Co. IncorporatedXxxxxxx, to: Xxxxxx X. Xxxxx Xxxxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx XxxxxxxxxAttn: Investment Banking Division 0000 Xxxxxxxx, XX 00000 Attention: Fixed Income Trading Desk Telephone: (000) 000-0000 Telecopier: (414) if to Prudential Securities Incorporated, to: Prudential Securities Incorporated Xxx Xxx Xxxx 00xx Xxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 if If to UBS PaineWebber Inc.Securities LLC, to: UBS PaineWebber Inc. Securities LLC 000 Xxxxxx Xxxx. Xxxxxxxxx 0xx Xxxxx Xxxxxxxxx, XX 00000 AttentionXxx Xxxxxx 00000-0000 Attn: Corporate Desk Bond Trading Telecopier: (000) 000-0000 email: xxxxxxxx@xxxxxxxxxxxxxx.xxx With a copy to: Xxxxx Xxxxxx XxXxxx Telecopier: (000) 000-0000 emailEmail: xxxxxxx@xxxxxxxxxxxxxx.xxx xxxxxx.xxxxxx@xxx.xxx If to Wachovia Securities, to: Wachovia Capital Markets, LLC Attn: Transaction Management Group 000 X. Xxxxxxx Xx., XX000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 and if to the Trustee, to: JPMorgan Chase The Bank of New York 000 Xxxx 00xx Xxxxxxx Xxxxxx Xxx Xxxx8W New York, XX 00000 NY 10286 Attention: Corporate Trust Department Telephone: (000) 000-0000 Telecopier: (000) 000-0000 For record keeping purposes, one copy of each Pricing Supplement, as so filed, shall also be mailed or telecopied to: Xxxxx Xxxxx LLP 00 Xxxxx Xxxxxx & Xxxxxx LLP 0000 X XxxxxxXxxxx Chicago, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000 Illinois 60606 Attention: Xxxx Xxxxxx X. XxxxxBest, Esq. Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Each such Agent (or Selected Dealer)Agent, in turn, pursuant to the terms of the Selling Agent Agreement and the Selected Dealer Agreement, will cause to be timely delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Securities from such Agent or Selected DealerAgent. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed by those in possession thereof. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: The Agents will deliver a Prospectus and Pricing Supplement herein described with respect to each Security sold by it. For each offer to purchase a Security accepted by or on behalf of the Company, the Purchasing appropriate Agent will confirm in writing with each Agent or Selected Dealer the terms of such Security, the amount being purchased by such Agent or Selected Dealer and other applicable details described above and delivery and payment instructions, with a copy to the Company. In addition, the Purchasing Agent, other Agent or Selected Dealer, as the case may be, will deliver to investors purchasing the Securities the Prospectus (including the Pricing Supplement) in relation to such Securities prior to or simultaneously with delivery of the confirmation of sale or delivery of the Security.