Common use of PROCEDURES FOR NOTES ISSUED Clause in Contracts

PROCEDURES FOR NOTES ISSUED. IN BOOK-ENTRY FORM In connection with the qualification of Notes issued in book-entry form for eligibility in the book-entry system maintained by DTC or Euroclear and/or Clearstream, the applicable Paying Agent will perform the custodial, document control and administrative functions described below, (a) for the U.S. Issuing and Paying Agent, in accordance with its obligations under the Letter of Representations from the Company and the U.S. Issuing and Paying Agent to DTC, dated April 10, 2008, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”) and (b) for the London Paying Agent, in accordance with any applicable arrangements in place between the Company and the London Paying Agent and/or between the Company and Euroclear and/or Clearstream. Issuance: At the option of the Company, certain Fixed-Rate Notes issued in book-entry form having the same Original Issue Date, interest rate, day-count convention, Regular Record Dates, Interest Payment Dates, Registrar, depository, redemption and/or repayment terms, if any, and stated maturity date (collectively, the “Fixed-Rate Terms”) may be represented initially by a single Global Note. At the option of the Company, certain Floating-Rate Notes issued in book-entry form having the same Original Issue Date and formula for the calculation of interest, specifying the same base interest rate, or any other rate set forth by the Company, initial interest rate, index maturity, spread or spread multiplier (if any), minimum interest rate (if any), maximum interest rate (if any), redemption and/or repayment terms (if any) and stated maturity date (collectively, “Floating-Rate Terms”) may be represented initially by a single Global Note. At the option of the Company, certain Indexed Notes issued in book-entry form having the same Original Issue Date, underlying security, currency, commodity, interest rate, stock index or indices, other indices or formulae, initial interest rate, minimum interest rate (if any), maximum interest rate (if any), redemption and/or repayment terms (if any), exchange options (if any) and Maturity Date (collectively, “Indexed Note Terms”) may be represented by a single Global Note. Each Global Note will be dated and issued the date of its authentication by the applicable Paying Agent. The date from which interest will begin to accrue with respect to each Global Note will be (a) for an original Global Note (or any portion thereof), its Original Issue Date and (b) for any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the Original Issue Date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Certificated Note. Annex I-11 Further, at the option of the Company, certain Fixed-Rate Notes, Floating-Rate Notes and Indexed Notes may be represented by a Master Note. Each Pricing Supplement referenced in the applicable Master Note shall govern the terms of the Notes represented thereby. The Senior Trustee shall make the indicated notations on the schedule to the Master Note to indicate its issuance, exchange and/or transfer. For other variable terms for Fixed-Rate Notes, Floating-Rate Notes and Indexed Notes, see the Prospectus, any applicable Product Supplement and the applicable Pricing Supplement.

PROCEDURES FOR NOTES ISSUED. IN BOOK-ENTRY FORM In connection with the qualification of Notes issued in book-entry form for eligibility in the book-entry system maintained by DTC or Euroclear and/or Clearstream, the applicable Paying Agent will perform the custodial, document control and administrative functions described below, (a) for the U.S. Issuing and Paying Agent, in accordance with its obligations under the Letter of Representations from the Company and the U.S. Issuing and Paying Agent to DTC, dated April 10, 2008, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”) and (b) for the London Paying Agent, in accordance with any applicable arrangements in place between the Company and the London Paying Agent and/or between the Company and Euroclear and/or Clearstream. Issuance: At the option of the Company, certain Fixed-Fixed Rate Notes issued in book-entry form having the same Original Issue Date, interest rate, day-count convention, Regular Record Dates, Interest Payment Dates, Registrar, depository, redemption and/or repayment terms, if any, and stated maturity date Stated Maturity Date (collectively, the “Fixed-Fixed Rate Terms”) may be represented initially by a single Global Note. At the option of the Company, certain Floating-Floating Rate Notes issued in book-entry form having the same Original Issue Date and formula for the calculation of interest, specifying the same base interest rate, or any other rate set forth by the Company, initial interest rate, index maturity, spread or spread multiplier (if any), minimum interest rate (if any), maximum interest rate (if any), redemption and/or repayment terms (if any) and stated maturity date Stated Maturity Date (collectively, “Floating-Floating Rate Terms”) may be represented initially by a single Global Note. At the option of the Company, certain Indexed Notes issued in book-entry form having the same Original Issue Date, underlying security, currency, commodity, interest rate, stock index or indices, other indices or formulaeforumlae, initial interest rate, minimum interest rate (if any), maximum interest rate (if any), redemption and/or repayment terms (if any), exchange options (if any) and Maturity Date (collectively, “Indexed Note Terms”) may be represented by a single Global Note. Each Global Note will be dated and issued the date of its authentication by the applicable Paying Agent. The date from which interest will begin to accrue with respect to each Global Note will be (a) for an original Global Note (or any portion thereof), its Original Issue Date and (b) for any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the Original Issue Date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Certificated Note. Annex I-11 Further, at the option of the Company, certain Fixed-Fixed Rate Notes, Floating-Floating Rate Notes and Indexed Notes may be represented by a Master Note. Each Pricing Supplement referenced in the applicable Master Note shall govern the terms of the Notes represented thereby. The Senior Trustee shall make the indicated notations on the schedule to the Master Note to indicate its issuance, exchange and/or transfer. For other variable terms for Fixed-Fixed Rate Notes, Floating-Floating Rate Notes and Indexed Notes, see the Prospectus, any applicable Product Supplement and the applicable Pricing Supplement.

PROCEDURES FOR NOTES ISSUED. IN BOOK-ENTRY FORM In connection with the qualification of Notes issued in book-entry only form for eligibility in the book-entry system maintained by DTC or Euroclear and/or ClearstreamDTC, the applicable Issuing and Paying Agent will perform the custodial, document control and administrative functions described below, (a) for the U.S. Issuing and Paying Agentas applicable, in accordance with its obligations under the Letter of Representations from the Company and the U.S. Issuing and Paying Agent to DTC, dated April 10, 2008, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”) and (b) ). If any other Paying Agent is appointed for the London a particular series of Notes, such Paying Agent, Agent will perform such functions in accordance with any the applicable arrangements in place between the Company and the London such Paying Agent and/or between the Company and Euroclear and/or Clearstream. Issuance: At the option of the Company, certain Fixed-Rate Notes issued in book-entry form having the same Original Issue Date, interest rate, day-count convention, Regular Record Dates, Interest Payment Dates, Registrar, depository, redemption and/or repayment terms, if any, and stated maturity date (collectively, the “Fixed-Rate Terms”) may be represented initially as required by a single Global Note. At the option of the Company, certain Floating-Rate Notes issued in book-entry form having the same Original Issue Date and formula for the calculation of interest, specifying the same base interest rate, DTC or any other rate applicable clearing system. Notes denominated in and payable in U.S. dollars will be issued in accordance with the procedures set forth below, as they may subsequently be modified due to changes in DTC’s operating procedures. For Notes denominated or payable in a specified currency other than U.S. dollars, the below procedures shall be modified as needed to conform to standard market practice then prevailing, upon agreement by the Company, initial interest rate, index maturity, spread or spread multiplier (if any), minimum interest rate (if any), maximum interest rate (if any), redemption and/or repayment terms (if anythe applicable Selling Agent(s) and stated maturity date (collectively, “Floating-Rate Terms”) may be represented initially by a single Global Notethe applicable Paying Agent(s). At the option of the Company, certain Indexed Notes issued in book-entry form having the same Original Issue Date, underlying security, currency, commodity, interest rate, stock index or indices, other indices or formulae, initial interest rate, minimum interest rate (if any), maximum interest rate (if any), redemption and/or repayment terms (if any), exchange options (if any) and Maturity Date (collectively, “Indexed Note Terms”) may be represented by a single Global Note. Issuance: Each Global Note and Master Note will be dated and issued as of the date of its authentication by the applicable Paying AgentTrustee or other relevant authenticating agent, and the Notes will have the Original Issue Date described in Part I of these Administrative Procedures. The date from which interest (if any) will begin to accrue with respect to each Global Note will be (a) for an original Global Note (or any portion thereof), its Original Issue Date and (b) for any Global Note (or portion thereof) issued subsequently pursuant to a reopening or upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the Original Issue Date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent For any Certificated Note. Annex I-11 Further, at the option of the Company, certain Fixed-Rate Notes, Floating-Rate Notes and Indexed Notes may be represented by a Master Note. Each Pricing Supplement referenced , the particular terms of each Supplemental Obligation will be determined and established by the Company pursuant to and in the applicable Master Note shall govern accordance with the terms of the Notes represented therebyIndenture. With respect to each Supplemental Obligation, the particular terms thereof shall be determined and established at or prior to issuance of such Supplemental Obligation and may be established upon the Company’s filing with the SEC of the pricing supplement relating to such Supplemental Obligation reflecting final terms thereof, after the pricing, and on or prior to the issuance, thereof. Certain information from the Pricing Supplement regarding the terms of each Supplemental Obligation will be entered on the schedule to the Master Note by the Trustee or Security Registrar (if other than the Trustee), in accordance with the written instructions of the Company. The Senior Trustee shall make the indicated appropriate entries and/or notations on the schedule to the Master Note to indicate its issuance, exchange and/or transferreflect the issuance of the Supplemental Obligation. For other variable terms for Fixed-Rate Notes, Floating-Rate Notes and Indexed of the relevant Notes, see the Prospectus, any applicable Product Supplement prospectus supplement and the applicable Pricing Supplement.

PROCEDURES FOR NOTES ISSUED. IN BOOK-ENTRY FORM In connection with the qualification of Notes issued in book-entry form for eligibility in the book-entry system maintained by DTC or Euroclear and/or Clearstream, the applicable Paying Agent will perform the custodial, document control and administrative functions described below, (a) for the U.S. Issuing and Paying Agent, in accordance with its obligations under the Letter of Representations from the Company and the U.S. Issuing and Paying Agent to DTC, dated April 10, 2008, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”) and (b) for the London Paying Agent, in accordance with any applicable arrangements in place between the Company and the London Paying Agent and/or between the Company and Euroclear and/or Clearstream. Issuance: At the option of the Company, certain Fixed-Fixed Rate Notes issued in book-entry form having the same Original Issue Date, interest rate, day-count convention, Regular Record Dates, Interest Payment Dates, Registrar, depository, redemption and/or repayment terms, if any, and stated maturity date Stated Maturity Date (collectively, the “Fixed-Fixed Rate Terms”) may be represented initially by a single Global Note. At the option of the Company, certain Floating-Floating Rate Notes issued in book-entry form having the same Original Issue Date and formula for the calculation of interest, specifying the same base interest rate, or any other rate set forth by the Company, initial interest rate, index maturity, spread or spread multiplier (if any), minimum interest rate (if any), maximum interest rate (if any), redemption and/or repayment terms (if any) and stated maturity date Stated Maturity Date (collectively, “Floating-Floating Rate Terms”) may be represented initially by a single Global Note. At the option of the Company, certain Indexed Notes issued in book-entry form having the same Original Issue Date, underlying security, currency, commodity, interest rate, stock index or indices, other indices or formulaeforumlae, initial interest rate, minimum interest rate (if any), maximum interest rate (if any), redemption and/or repayment terms (if any), exchange options (if any) and Maturity Date (collectively, “Indexed Note Terms”) may be represented by a single Global Note. Each Global Note will be dated and issued the date of its authentication by the applicable Paying Agent. The date from which interest will begin to accrue with respect to each Global Note will be (a) for an original Global Note (or any portion thereof), its Original Issue Date and (b) for any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the Original Issue Date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Certificated Note. Annex I-11 Further, at the option of the Company, certain Fixed-Fixed Rate Notes, Floating-Floating Rate Notes and Indexed Notes may be represented by a Master Note. Each Pricing Supplement referenced in the applicable Master Note shall govern the terms of the Notes represented thereby. The Senior Trustee shall make the indicated notations on the schedule to the Master Note to indicate its issuance, exchange and/or transfer. For other variable terms for Fixed-Fixed Rate Notes, Floating-Floating Rate Notes and Indexed Notes, see the Prospectus, any applicable Product Supplement and the applicable Pricing Supplement. Identification: CUSIP Numbers. The Company has arranged with the CUSIP Service Bureau of Standard & Poor’s Corporation (the “CUSIP Service Bureau”) for the reservation of one or more series of CUSIP numbers which have been reserved for and relate to Global Notes or to Notes represented by Master Notes to be issued under the Program and denominated in U.S. dollars and settling initially through DTC (referred to herein as “DTC Notes”), and the Company has delivered to each of the Trustees, the U.S. Issuing and Paying Agent and DTC lists of such CUSIP numbers. The Company will assign CUSIP numbers to DTC Notes as described below under “—Settlement Procedures for DTC Notes” in procedure “B.” DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to DTC Notes. The applicable Trustee or the U.S. Issuing and Paying Agent will notify the Company at any time when fewer than 100 of each series of the reserved CUSIP numbers remain unassigned to DTC Notes, and, if it deems necessary, the Company will reserve and obtain additional CUSIP numbers for assignment to DTC Notes. Upon obtaining such additional CUSIP numbers, the Company will deliver a list of such additional numbers to the respective Trustees, the U.S. Issuing and Paying Agent and DTC. Book-Entry Notes having an aggregate principal amount in excess of $500,000,000 (or such other maximum amount then required by DTC) and otherwise required to be represented by the same DTC Note will instead be represented by two or more DTC Notes which shall all be assigned the same CUSIP number. ISINs and Common Codes. For DTC Notes trading through Euroclear and/or Clearstream, the Company (either on its own behalf or through the applicable Trustee or the applicable Selling Agent) will obtain an ISIN, and the London Paying Agent will obtain a Common Code, for those DTC Notes following confirmation of the purchase and/or delivery of the final term sheet for the applicable Notes. For Global Notes or Notes represented by Master Notes (denominated in U.S. dollars or in any other currency) settling initially through Euroclear and/or Clearstream (referred to herein as “Euro Notes”), the London Paying Agent will obtain the ISIN and Common Code for the applicable Euro Notes from Euroclear and/or Clearstream as described below in Settlement Procedures and will notify the Company, the applicable Trustee and the U.S. Issuing and Paying Agent of the ISIN and Common Code assigned to such Notes.