Common use of Procedures for Establishing the Terms of the Notes Clause in Contracts

Procedures for Establishing the Terms of the Notes. The Company and the Agents will discuss from time to time the Issue Date, maturity date, interest rates, and other provisions of the Notes that may be sold as a result of the solicitation of offers by the Agents. If the Company decides to post rates and a decision has been reached to change interest rates, the Company will promptly notify each Agent. Each Agent will forthwith suspend solicitation of purchases. At that time, the Agents will recommend and the Company will establish rates to be so "posted". Following establishment of posted rates and prior to the filing or mailing described in the following sentence, the Agents may only record indications of interest in purchasing Notes at the posted rates. If the Company accepts an offer at the posted rates, it will prepare a Pricing Supplement reflecting the terms of such offer and will arrange to have such Pricing Supplement electronically filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and Rule 101(a) of Regulation S-T, and will supply at least 10 copies of the Pricing Supplement to the Agent who presented such offer (the "Presenting Agent"). No settlements may occur prior to such mailing or filing and the Agents will not, prior to such mailing or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. The Company will not offer Notes denominated in a foreign currency unless it has received confirmation from the Trustee that the Trustee will be able to perform its duties in respect of such Notes, and that the Trustee has had sufficient time to make the necessary arrangements. Outdated Pricing Supplements and copies of the Prospectus to which they are attached (other than those retained for files) will be destroyed.

Procedures for Establishing the Terms of the Notes. The Company Issuer and the Agents Distributors will discuss from time to time the Issue Date, maturity date, interest rates, and other provisions of rates to be borne by the Notes that may be sold as a result of the solicitation of offers by the AgentsDistributors. Once any Distributor has recorded any indication of interest in Notes upon certain terms, and communicated with the Issuer, if the Issuer plans to accept an offer to purchase Notes upon such terms, it will prepare a Pricing Supplement to the Prospectus, as then amended or supplemented, reflecting the terms of such Notes and, after approval from the Distributors, will arrange to have a copy of the Pricing Supplement filed with, or transmitted by a means reasonably calculated to result in filing with, the Securities and Exchange Commission (the "Commission") pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Act").* The Issuer will supply at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement, to the Distributor who presented the offer (the "Presenting Distributor"). No settlements with respect to Notes upon such terms may occur prior to such transmitting or filing and the Distributors will not, prior to such transmitting or filing, mail confirmations to customers who have offered to purchase Notes upon such terms. After such transmitting or filing, sales, mailing of confirmations and settlements may occur with respect to Notes upon such terms, subject to the provisions of "Delivery of Prospectus" below. * If clause (b)(3) of Rule 424 is applicable, such filing shall be made no later than the fifth business day following the earlier of the date of determination of the settlement information described below or the date such Pricing Supplement is first used. If clause (b)(2) or (b)(5) of Rule 424 is applicable, such filing shall be made no later than the second business day following the earlier of the date of determination of the settlement information or the date such Pricing Supplement is first used. If the Company Issuer decides to post rates and a decision has been reached to change interest rates, the Company Issuer will promptly notify each AgentDistributor. Each Agent Distributor will forthwith suspend solicitation of purchases. At that time, the Agents Distributors will recommend and the Company Issuer will establish rates to be so "posted". ." Following establishment of posted rates and prior to the transmitting or filing or mailing described in the following sentencepreceding paragraph, the Agents Distributors may only record indications of interest in purchasing Notes at the posted rates. If Once any Distributor has recorded any indication of interest in Notes at the Company accepts posted rates and communicated with the Issuer, if the Issuer plans to accept an offer at the posted ratesrate, it will prepare a Pricing Supplement reflecting such posted rates and, after approval from the terms of such offer and Distributors, will arrange to have such a copy of the Pricing Supplement electronically filed with with, or transmitted by means reasonably calculated to result in filing with, the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and Rule 101(a) of Regulation S-T, and will supply at least 10 copies of the Prospectus, as then amended or supplemented, and bearing such Pricing Supplement Supplement, to the Agent who presented such offer (the "Presenting Agent")Distributor. No settlements at the posted rates may occur prior to such mailing transmitting or filing and the Agents Distributors will not, prior to such mailing transmitting or filing, mail confirmations to customers who have offered to purchase Notes at the posted rates. The Company will not offer Notes denominated in a foreign currency unless it has received confirmation from After such transmitting or filing, sales, mailing of confirmations and settlements may resume, subject to the Trustee that the Trustee will be able to perform its duties in respect provisions of such Notes, and that the Trustee has had sufficient time to make the necessary arrangements"Delivery of Prospectus" below. Outdated Pricing Supplements Supplements, and copies of the Prospectus to which they are attached (other than those retained for files) ), will be destroyed.