Common use of Suspension of Solicitation; Amendment or Supplement Clause in Contracts

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In The Company may instruct the event that Agents to suspend solicitation of offers to purchase Notes at any time. Upon receipt of such instructions, the time the Agents, at the direction of the Company, Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment or supplement. Copies of such amendment or supplement will be delivered or mailed to the Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: If to [notice provisions for Agents] and to: Xxxxxxxx Xxxxxxx LLP 0000 Xxxx Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: F. Xxxxxxxxx Xxxxxxxx, Xx., Esquire Telephone: (000) 000-0000 Facsimile: (000) 000-0000 In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus and applicable Pricing Supplement: A copy of the most recent Prospectus as most recently amended or supplemented on the date of delivery thereof, together with and the applicable Pricing Supplement, must which pursuant to Rule 434 may be delivered to a purchaser prior to separately from the Prospectus, must accompany or simultaneously with precede the earlier of the delivery of (ia) the written confirmation of a sale sent to a an investor or other purchaser or his its agent and (iib) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such an investor or other purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Companyits agent. Authenticity of Signatures Signatures: The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In The Company may instruct the event that Agents to suspend solicitation of purchases at any time. Upon receipt of such instructions the time the Agents, at the direction of the Company, Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents (other than to change rates or other variable terms), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment (including any document proposed to be incorporated by reference therein) or supplement (except an amendment or supplement which relates exclusively to an offering of securities other than the Notes). One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: Morgxx Xxxnxxx & Xo. Incorporated, 1585 Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtn: Manager - Continuously Offered Products, with a copy to Morgxx Xxxnxxx & Xo. Incorporated, 1585 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtn: Petex Xxxxxx Xxxestment Banking Information Center; Goldxxx, Xxchx & Xo., 85 Bxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtn: Karex Xxxxxxxxx - Xegistration Department; and J.P. Xxxxxx Xxxurities Inc., Transaction Execution Group, Attn: Marix Xxxxxx, 00 Wxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee Paying Agent whether such orders may be settled and whether which copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In The Company may instruct the event that Agents to suspend solicitation of offers to purchase Notes at any time. Upon receipt of such instructions, the time the Agents, at the direction of the Company, Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment or supplement. Copies of such amendment or supplement will be delivered or mailed to the Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: [NAMES AND ADDRESSES]. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to Xxxxx, Xxxxx & Xxxxx, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Xxxxxx X. Best, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus and applicable Pricing Supplement: A copy of the most recent Prospectus as most recently amended or supplemented on the date of delivery thereof, together with and the applicable Pricing Supplement, must which pursuant to Rule 434 may be delivered to a purchaser prior to separately from the Prospectus, must accompany or simultaneously with precede the earlier of the delivery of (ia) the written confirmation of a sale sent to a an investor or other purchaser or his its agent and (iib) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such an investor or other purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Companyits agent. Authenticity of Signatures Signatures: The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the CompanyXxxxxxx Kodak, suspend solicitation of offers to purchase from the Company Xxxxxxx Kodak there shall be any orders outstanding which have not been settled, the Company Xxxxxxx Kodak will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement Settlement of such orders. The Company Xxxxxxx Kodak will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company Xxxxxxx Kodak determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus DELIVERY OF PROSPECTUS A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplementpricing supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company Xxxxxxx Kodak shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplementpricing supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements pricing supplements should be delivered to: If by facsimile to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. , c/o ADP Prospectus Services Services, 000 Xxxxx Xxxxxx Xxxx Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 00000, Attention: Xxxx Xxxx Telephone: (000) 000-0000 Xxxx, Facsimile: (000) 000-0000] with a copy , and by hand to: to Xxxxxx Brothers Inc. Inc., 3 World Financial Center, 0xx Xxxxx Xxx Xxxx9th Floor, Xxx Xxxx 00000New York, New York 10285-0000 0900, Attention: Xxxxxxx Xxxxxxx Xxxxxxx, Telephone: (000) 000-0000 If 0000; to [coCredit Suisse First Boston Corporation, Attention: Short and Medium Term Finance, Telephone: (000) 000-agent]0000, Facsimile: (000) 000-0000; and to Xxxxxxx Xxxxx & Co, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxxxxxxxx, Money Market Origination, Telephone: (000) 000-0000, Facsimile: (000) 000-0000. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company Xxxxxxx Kodak and such purchaser purchaser, or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee Xxxxxxx Kodak will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth aboveXxxxxxx Kodak.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's ’s offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If by 11:00 A.M. on the Business Day following the applicable trade date by telecopy to (i) Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. , c/o ADP ADP, Prospectus Services Services, 000 Xxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 00000, Attention: Xxxx Xxxx Xxxxxxx, Telephone: (000) 000-0000, Telecopy: (000) 000-0000 Facsimileand by hand to Xxxxxx Brothers Inc., 3 World Financial Center, 9th Floor, New York, New York 10285-0900, Attention: Xxxxxx Xxxxxxx, Telephone: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center; (ii) Chase Securities Inc., 000 Xxxx Xxx., 0xx Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 , Attention: Xxxxxxx Xxxxxxx TelephoneMedium-Term Note Desk, Telephone No.: (000) 000-0000 If to [co0000, Telecopy No.: (000) 000-agent]0000; (iii) Xxxxxxx, Xxxxx & Co., MTN Desk, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx, Telephone No.: (000) 000-0000, Telecopy No.: (000) 000-0000; or (iv) Xxxxxxx Xxxxx & Co. - Tritech Services, 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000; Attention: Final Prospectus Unit/Xxxxxxx Xxxxxxxxx, Telephone No.: (000) 000-0000/26/27, Telecopy No.: (000) 000-0000; also, for record keeping purposes, send a copy to: Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx, Incorporated, Xxxxxxx Xxxxx World Headquarters, World Financial Center, North Tower 10th Floor, 000 Xxxxx Xxxxxx, New York, New York 10281-1310, Attention: MTN Product Management. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee Company will make all such deliveries with respect to all Notes sold directly by the Company. Redemption and Repayment Unless one or more Redemption Dates are specified in the applicable Pricing Supplement, the Notes will not be redeemable prior to their Stated Maturity. If one or more Redemption Dates are so specified with respect to any Note, the applicable Pricing Supplement will also specify one or more redemption prices (expressed as a percentage of the principal amount of such Note) ("Redemption Prices") and the redemption period or periods ("Redemption Periods") during which such Redemption Prices shall apply. Unless otherwise specified in the Pricing Supplement, any such Note shall be redeemable at the option of the Company at the specified Redemption Price applicable to the Redemption Period during which such Note is to be redeemed, together with interest accrued to the Redemption Date. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to any sinking fund. The Company may redeem any of the Notes that are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days' notice. In the event of a redemption in part of any Note, a new Note for the amount of the unredeemed portion shall be issued in the name of the Holder upon cancellation of the redeemed Note. The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to Stated Maturity or that such Note will be repayable at the option of the holder on a date or dates specified prior to Stated Maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of repayment. In order for a Note that is subject to repayment at the option of the Holder to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the repayment date (a) appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" attached to the Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the portion of the principal amount of the Notes to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" attached to the Note duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder of a Note shall be irrevocable, except as otherwise described under "Interest Rate Reset" and "Extension of Maturity" in the Prospectus Supplement. The repayment option may be exercised by the Holder of a Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. No registration of, transfer or exchange of any Note (or, in the event that any Note is to be repaid in part, the portion of the Note to be repaid) will be permitted after exercise of a repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable. If a Note is represented by a Global Security, the Depositary's nominee will be the Holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other direct or indirect participant through which it holds an interest in such Note to notify the Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to the Depositary. Unless otherwise specified in the applicable Pricing Supplement, if a Note is an Original Issue Discount Note, the amount payable on such Note in the event of redemption or repayment prior to its Stated Maturity shall be the Amortized Face Amount of such Note, as specified in the applicable Pricing Supplement, as of the Redemption Date or the date of repayment, as the case may be. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.Business Day

Suspension of Solicitation; Amendment or Supplement. If, during any period in which, in the opinion of counsel for the Agents (provided, if the Agents are no longer soliciting (or have been instructed not to solicit) purchases of Securities from the Company such opinion is known to the Company), a prospectus relating to the Medium-Term Notes is required to be delivered under the Act, any event known to the Company occurs as a result of which the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act or the Rules and Regulations, the Company will notify the Agents promptly to suspend solicitation of purchases of the Medium-Term Notes and the Agents shall suspend their solicitations of purchases of Medium-Term Notes; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus for purposes of offering the Securities, it will promptly advise the Agents by telephone (with confirmation in writing) and, except as otherwise provided in any relevant Purchase Agreement, will promptly prepare and file with the SEC an amendment or supplement which will correct such statement or omission or an amendment, whether by filing such documents pursuant to the Act or the Exchange Act, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements and to prepare and furnish to the Agents at its own expense such amendment or supplement to the Registration Statement or the Prospectus as will correct such Registration Statement or Prospectus; provided, however, that the Company shall in any event promptly prepare, file and furnish an Agent with such an amendment or supplement if such Agent shall then hold any Securities acquired from the Company as principal (other than such Securities as such Agent shall have held for a period of six months or more). Upon the Agents' receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agents will resume solicitations of purchases of the Medium-Term Notes. In addition, the Company may instruct the Agents to suspend solicitation of offers to purchase at any time. Upon receipt of such instructions the Agents will forthwith (but in any event within one Business Day) suspend solicitation of offers to purchase from the Company until such time as the Company has advised it that solicitation of offers to purchase may be resumed and the Company has complied with Section 6 of the Distribution Agreement to the extent then required. If the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Medium-Term Notes (other than to change interest rates or maturities or similar changes and except in all cases by filing a report on Form 8-K, pursuant to the Exchange Act, solely to add exhibits to documents previously filed), it will promptly advise the Agents and the Trustee and will furnish the Agents and the Trustee with copies of the proposed amendment or supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement Settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus ---------------------- A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, thereof must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery earliest of (i) the any written confirmation offer of a sale sent to a purchaser or his agent and such Medium-Term Note, (ii) any confirmation of the purchase of such Medium-Term Note purchased and (iii) payment for such Medium-Term Note by such its purchaser. The Company shall ensure that the applicable an Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate pricing supplements as described in the applicable Pricing Supplementsection entitled "Procedures for Establishing the Terms of the Medium-Term Notes" above) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Medium-Term Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Medium-Term Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Medium-Term Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Medium-Term Notes sold directly by the Company. Authenticity Confirmation ------------ For each order to purchase a Medium-Term Note solicited by any Agent and accepted by the Company, the Presenting Agent will issue a confirmation to the purchaser (with a copy to the Company), including delivery and payment instructions. Payment of Signatures Expenses ------------------- Each Agent shall forward to the Company, on a monthly basis, a statement of the out-of-pocket expenses incurred by such Agent during that month that are reimbursable to it pursuant to the terms of the Distribution Agreement. The Company will cause the Trustee remit payment to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee currently on any Notea monthly basis. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.-----------------

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If by 11:00 A.M. on the Business Day following the applicable trade date by telecopy to (i) Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. , c/o ADP ADP, Prospectus Services Services, 000 Xxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 00000, Attention: Xxxx Xxxx Xxxxxxx, Telephone: (000) 000-0000, Telecopy: (000) 000-0000 Facsimileand by hand to Xxxxxx Brothers Inc., 3 World Financial Center, 9th Floor, New York, New York 10285-0900, Attention: Xxxxxx Xxxxxxx, Telephone: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center; (ii) Chase Securities Inc., 000 Xxxx Xxx., 0xx Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 , Attention: Xxxxxxx Xxxxxxx TelephoneMedium-Term Note Desk, Telephone No.: (000) 000-0000 If to [co0000, Telecopy No.: (212) 834- 6081; (iii) Xxxxxxx, Xxxxx & Co., MTN Desk, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx, Telephone No.: (000) 000-agent]0000, Telecopy No.: (000) 000-0000; or (iv) Xxxxxxx Xxxxx & Co. - Tritech Services, 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000; Attention: Final Prospectus Unit/Xxxxxxx Xxxxxxxxx, Telephone No.: (000) 000-0000/26/27, Telecopy No.: (000) 000-0000; also, for record keeping purposes, send a copy to: Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated, Xxxxxxx Xxxxx World Headquarters, World Financial Center, North Tower 10th Floor, 000 Xxxxx Xxxxxx, New York, New York 10281-1310, Attention: MTN Product Management. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee Company will make all such deliveries with respect to all Notes sold directly by the Company. Redemption and Repayment Unless one or more Redemption Dates are specified in the applicable Pricing Supplement, the Notes will not be redeemable prior to their Stated Maturity. If one or more Redemption Dates are so specified with respect to any Note, the applicable Pricing Supplement will also specify one or more redemption prices (expressed as a percentage of the principal amount of such Note) ("Redemption Prices") and the redemption period or periods ("Redemption Periods") during which such Redemption Prices shall apply. Unless otherwise specified in the Pricing Supplement, any such Note shall be redeemable at the option of the Company at the specified Redemption Price applicable to the Redemption Period during which such Note is to be redeemed, together with interest accrued to the Redemption Date. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to any sinking fund. The Company may redeem any of the Notes that are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days' notice. In the event of a redemption in part of any Note, a new Note for the amount of the unredeemed portion shall be issued in the name of the Holder upon cancellation of the redeemed Note. The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to Stated Maturity or that such Note will be repayable at the option of the holder on a date or dates specified prior to Stated Maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of repayment. In order for a Note that is subject to repayment at the option of the Holder to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the repayment date (a) appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" attached to the Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the portion of the principal amount of the Notes to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" attached to the Note duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder of a Note shall be irrevocable, except as otherwise described under "Interest Rate Reset" and "Extension of Maturity" in the Prospectus Supplement. The repayment option may be exercised by the Holder of a Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. No registration of, transfer or exchange of any Note (or, in the event that any Note is to be repaid in part, the portion of the Note to be repaid) will be permitted after exercise of a repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable. If a Note is represented by a Global Security, the Depositary's nominee will be the Holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other direct or indirect participant through which it holds an interest in such Note to notify the Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to the Depositary. Unless otherwise specified in the applicable Pricing Supplement, if a Note is an Original Issue Discount Note, the amount payable on such Note in the event of redemption or repayment prior to its Stated Maturity shall be the Amortized Face Amount of such Note, as specified in the applicable Pricing Supplement, as of the Redemption Date or the date of repayment, as the case may be. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In The Company may instruct the event that Agents to suspend solicitation of offers to purchase Notes at any time. Upon receipt of such instructions, the time the Agents, at the direction of the Company, Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment or supplement. Copies of such amendment or supplement will be delivered or mailed to the Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: if to the Agents, at their respective addresses listed in Annex A hereto; and if to the Trustee, to: The Bank of New York Mellon, Corporate Trust Administration, 000 Xxxxxxx Xxxxxx – 7W, New York, NY 10286. For record keeping purposes, one copy of such Pricing Supplement shall also be mailed, electronically delivered or transmitted to Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxxxxxxx, Esq., (000) 000-0000, E-Mail: xxxxxxxxxxxxx@xxxxxxxxxx.xxx. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent(s) and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If by 11:00 A.M. on the Business Day following the applicable trade date by telecopy to (i) Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. , c/o ADP ADP, Prospectus Services Services, 000 Xxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 00000, Attention: Xxxx Xxxx Xxxxxxx, Telephone: (000) 000-0000, Telecopy: (000) 000-0000 Facsimileand by hand to Xxxxxx Brothers Inc., 3 World Financial Center, 9th Floor, New York, New York 10285-0900, Attention: Xxxxxx Xxxxxxx, Telephone: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center; (ii) Chase Securities, 0xx Xxxxx Inc., One Chase Xxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 , Attention: Xxxxxxx Xxxxxxx TelephoneMedium-Term Note Desk, Telephone No.: (000) 000-0000 If to [co0000, Telecopy No.: (000) 000-agent]0000; (iii) Xxxxxxx, Xxxxx & Co., MTN Desk, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx, Telephone No.: (000) 000-0000, Telecopy No.: (000) 000-0000; or (iv) Xxxxxxx Xxxxx & co. - Tritech Services, 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000; Attention: Final Prospectus Unit/Xxxxxxx Xxxxxxxxx, Telephone No.: (908) 000-0000/26/27, Telecopy No.: (000) 000-0000; also, for record keeping purposes, send a copy to: Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated, Xxxxxxx Xxxxx World Headquarters, World Financial Center, North Tower 10th Floor, 000 Xxxxx Xxxxxx, New York, New York 10281-1310, Attention: MTN Product Management. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee Company will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If 11:00 A.M. on the Business Day following the applicable trade date by telecopy to [co-agentnames and addresses of Agents]: . If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee Company will make all such deliveries with respect to all Notes sold directly by the Company. Redemption and Repayment Unless one or more Redemption Dates are specified in the applicable Pricing Supplement, the Notes will not be redeemable prior to their Stated Maturity. If one or more Redemption Dates are so specified with respect to any Note, the applicable Pricing Supplement will also specify one or more redemption prices (expressed as a percentage of the principal amount of such Note) ("Redemption Prices") and the redemption period or periods ("Redemption Periods") during which such Redemption Prices shall apply. Unless otherwise specified in the Pricing Supplement, any such Note shall be redeemable at the option of the Company at the specified Redemption Price applicable to the Redemption Period during which such Note is to be redeemed, together with interest accrued to the Redemption Date. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to any sinking fund. The Company may redeem any of the Notes that are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days' notice. In the event of a redemption in part of any Note, a new Note for the amount of the unredeemed portion shall be issued in the name of the Holder upon cancellation of the redeemed Note. The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to Stated Maturity or that such Note will be repayable at the option of the holder on a date or dates specified prior to Stated Maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of repayment. In order for a Note that is subject to repayment at the option of the Holder to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the repayment date (a) appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" attached to the Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the portion of the principal amount of the Notes to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" attached to the Note duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder of a Note shall be irrevocable, except as otherwise described under "Interest Rate Reset" and "Extension of Maturity" in the Prospectus Supplement. The repayment option may be exercised by the Holder of a Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. No registration of, transfer or exchange of any Note (or, in the event that any Note is to be repaid in part, the portion of the Note to be repaid) will be permitted after exercise of a repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable. If a Note is represented by a Global Security, the Depositary's nominee will be the Holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other direct or indirect participant through which it holds an interest in such Note to notify the Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to the Depositary. Unless otherwise specified in the applicable Pricing Supplement, if a Note is an Original Issue Discount Note, the amount payable on such Note in the event of redemption or repayment prior to its Stated Maturity shall be the Amortized Face Amount of such Note, as specified in the applicable Pricing Supplement, as of the Redemption Date or the date of repayment, as the case may be. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.Business Day

Suspension of Solicitation; Amendment or Supplement. In The Company may instruct the event that Agents to suspend solicitation of offers to purchase Notes at any time. Upon receipt of such instructions, the time the Agents, at the direction of the Company, Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment or supplement. Copies of such amendment or supplement will be delivered or mailed to the Agents, their counsel and the Trustee in quantities which such parties may reasonably request at the following respective addresses: [NAMES AND ADDRESSES]. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to Xxxxx, Brown & Xxxxx, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Xxxxxx X. Xxxx, telecopier: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus and applicable Pricing Supplement: A copy of the most recent Prospectus as most recently amended or supplemented on the date of delivery thereof, together with and the applicable Pricing Supplement, must which pursuant to Rule 434 may be delivered to a purchaser prior to separately from the Prospectus, must accompany or simultaneously with precede the earlier of the delivery of (ia) the written confirmation of a sale sent to a an investor or other purchaser or his its agent and (iib) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such an investor or other purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Companyits agent. Authenticity of Signatures Signatures: The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In The Company may instruct the event that Agents to suspend solicitation of offers to purchase Notes at any time. Upon receipt of such instructions, the time the Agents, at the direction of the Company, Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment or supplement. Copies of such amendment or supplement will be delivered or mailed to the Agents, their counsel and the Trustee in quantities which such parties may reasonably request, if to the Agents, at their respective addresses listed in Annex A hereto; and if to the Trustee, to: The Bank of New York Mellon, Corporate Trust Administration, 000 Xxxxxxxxx Xxxxxx – 0X, Xxx Xxxx, XX 00000. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed, electronically delivered or transmitted to Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxxxxxxx, Esq., (000) 000-0000, E-Mail: xxxxxxxxxxxxx@xxxxxxxxxx.xxx. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent(s) and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus and applicable Pricing Supplement: A copy of the most recent Prospectus as most recently amended or supplemented on the date of delivery thereof, together with and the applicable Pricing Supplement, must which may be delivered to a purchaser prior to separately from the Prospectus, must accompany or simultaneously with precede the earlier of the delivery of (ia) the written confirmation of a sale sent to a an investor or other purchaser or his its agent and (iib) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such an investor or other purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Companyits agent. Authenticity of Signatures Signatures: The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. Subject to the representations, warranties and covenants of the Company contained in the Agency Agreement, the Company may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. As soon as practicable, but in any event not later than one Business Day after receipt of such notice, the Agents will suspend solicitation until such time as the Company has advised it that such solicitation may be resumed. Except as otherwise provided for in the Agency Agreement, the Company will have discretion regarding whether to amend or supplement the MTN Prospectus. If the Company proposes so to amend or supplement, it will promptly advise the Agents and will furnish the Agents such proposed amendment or supplement. In the event that at the time the Agents, at the direction of the Company, suspend Company suspends solicitation of offers to purchase from the Company purchases there shall be any orders outstanding which have not been settledfor settlement, the Company will promptly advise the Agents applicable Agents, the Trustee and the Trustee DTC Agent whether such orders may be settled and whether copies of the Final Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension suspension, including the applicable Final Supplement, (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which that may be made in the event that the Company determines that such orders may not be settled or that copies of such Final Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. Delivery of Prospectus A Final Prospectus: With respect to each offering pursuant to the Agency Agreement, an Agent shall send a copy of the Final Prospectus as most recently the same may be supplemented or amended (either physically or supplemented on pursuant to Rule 172 under the date of delivery thereof, together Act) to the customer or its agent with the applicable Pricing Supplement, must be delivered to a purchaser or prior to or simultaneously with the earlier of the delivery of (i) the written confirmation of a sale sent to such customer or agent. Confirmation: For each offer to purchase a purchaser Book-Entry Note solicited by an Agent and accepted by or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies on behalf of the Prospectus and each amendment or supplement thereto (including Company, the applicable Pricing Supplement) in such quantities and within such time limits as Agent will enable such Agent to deliver such issue a confirmation, which confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should may be delivered to: If by facsimile or other electronic transmission, to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxxthe purchaser, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause , setting forth the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise details for settlement set forth in an applicable Foreign Currency Amendment, the following procedures below and terms shall apply to Multi-Currency Notes in addition to, delivery and to the extent inconsistent therewith in replacement of, the procedures and terms set forth abovepayment instructions.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus DELIVERY OF PROSPECTUS A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered toto the Agents as follows: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services Banc of America Securities LLC, Bank of America Corporate Center, 000 Xxxxx Xxxxxx Xxxx XxxxxxxxXxxxx Xxxxxx, Xxx Xxxx 00000 Charlotte, North Carolina 28255, Attention: Xxxx Xxxx Telephone: (000) 000-0000 FacsimileMedium Term Note Desk; telephone: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone; facsimile: (000) 000-0000 0000; Banc One Capital Markets, Inc., 0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, XX 00000-0000;; Xxxxxxx, Xxxxx & Co., 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxx Xxxxxx; Xxxxxx Brothers Inc., 000 0xx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Debt Capital Markets. If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures AUTHENTICITY OF SIGNATURES The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents Agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs ADVERTISING COSTS The Company will determine with the Agents the amount and nature of advertising, if any, advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Lehman Brothers Inc.: By facsimile delivery to: Xxxxxx Xxxxxn Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx536 Broad Hollow Road Melville, Xxx Xxxx 00000 AttentionNew York 11747 Atxxxxxxx: Xxxx Xxxx TelephoneXxxxxxx Xxxxxxxxx: (000) 000-0000 0106 Facsimile: (000) 000-0000] 7492 with a copy by hand xxxx xx xxxx to: Xxxxxx Brothers Inc. Lehman Bxxxxxxx Xxx. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx9th Floor New York, Xxx Xxxx 00000New York 10200-0000 AttentionXxxxxxxxx: Xxxxxxx Xxxxxxx TelephoneXxxxxxxxx: (212) 526-8400 If to Donaldsox, Xxxxxx, Xxxxette Securities Corporxxxxx: By facsimile delivery to: Donaldson, Lufkin & Jenrette Securities Corporation 000 Brxxxxxx - 00xx Xxxor New York, New York 10005 Xxxxxxxxx: Xxxxxxxxx Xxxx Xxxxxxxxx/XXXx Xxxxxxone: (212) 504-4807 Facsimile: (212) 504-4298 with a xxxx xx xxxx to the same. If to J.X. Xxxxxx Xxxxrities Inc.: J.P. Morgan Securities Inc. 00 Wall Street New Yoxx, Xxx Xxxk 10260-0060 Attexxxxx: Xxxxxx-Xxxx Xxxx Xxxx - 0xx Xxxxx Xx xx Salomon Brothers Inc: Salomon Brothers Inc 8800 Hidden River Parkway Tampa, Florida 33637 Axxxxxxxx: Xxxxxxx Xxxxxx Xxxxxxxxx: (000) 000-7165 Facsimixx: (000) 000-4123 Xx xx Xxxxh Barney Inc.: Smith Barney Inc. Prospectus Xxxxxxxxxx Brooklyn Xxxx Xxxxxxxl 140 58th Street - 8th Floor Brooklyn, NY 11220 wxxx x xxxx xxxxxxxxxxx xx xxxxxxxx xx: Xxxxx Barney Inc. 388 Greenwich Street - 34th Floor Xxx Xxxx, New York 10013 Xxxxxxxxx: Xxxxxxxx Xxxxxxxx, Xxxxxxxxxxxx Xxxxxxxxxxx Facsimile: (200) 000-0000 If to [co-agent]: IfXx, since the date of acceptance of a purchaser's offeroxxxx, the Prospectus xxx Xxxxpectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of the delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the written consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTIBOOK-CURRENCY ENTRY NOTES Unless Each Note will be represented by either a Global Security (as defined hereinafter) delivered to CB, as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC (a "Book-Entry Note") or a certificate delivered to the Holder thereof or a Person designated by such Holder (a "Certificated Note"). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, CB will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and CB to DTC dated the date hereof and a Medium-Term Note Certificate Agreement between CB and DTC, dated as of December 2, 1988 (the "Certificate Agreement"), and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). Except as otherwise set forth in an applicable Foreign Currency Amendment, this Exhibit D with respect to matters not covered by the following administrative procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth abovebelow, Book-Entry Notes will be issued in accordance with the administrative procedures set forth below.

Suspension of Solicitation; Amendment or Supplement. In The Company may instruct the event that Agents to suspend solicitation of offers to purchase Notes at any time. Upon receipt of such instructions, the time the Agents, at the direction of the Company, Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised the Agents that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes), it will promptly advise the Agents and will furnish the Agents and their counsel with copies of the proposed amendment or supplement. Copies of such amendment or supplement will be delivered or mailed to the Agents, their counsel and the Trustee in quantities which such parties may reasonably request, if to the Agents, at their respective addresses listed in Annex A hereto; and if to the Trustee, to: The Bank of New York Mellon, Corporate Trust Administration, 000 Xxxxxxx Xxxxxx — 7W, New York, NY 10286. For record keeping purposes, one copy of each such amendment or supplement shall also be mailed, electronically delivered or telecopied to Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx X. Xxxxxx, Esq., (000) 000-0000, Telecopy No.: (000) 000-0000. In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to establish or change interest rates or formulas, maturities, prices or other similar variable terms with respect to the Notes) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, the Company will promptly advise the Agents Offering Agent(s) and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such ordersoffers. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders offers may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus and applicable Pricing Supplement: A copy of the most recent Prospectus as most recently amended or supplemented on the date of delivery thereof, together with and the applicable Pricing Supplement, must which may be delivered to a purchaser prior to separately from the Prospectus, must accompany or simultaneously with precede the earlier of the delivery of (ia) the written confirmation of a sale sent to a an investor or other purchaser or his its agent and (iib) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such an investor or other purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Companyits agent. Authenticity of Signatures Signatures: The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] 0000 with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, Xxxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [coChase Securities Inc.: MTN Desk 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxx Telephone: (000) 000-agent]0000 Facsimile: (000) 000-0000 If to Deutsch Xxxxxx Xxxxxxxx Inc.: c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with a copy by hand to: Deutsche Bank Legal Department 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Xxxxxx, Read & Co., Inc.: c/o Prospectus Department 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 If to NationsBanc Capital Markets, Inc.: NationsBank Corporate Center 000 Xxxxx Xxxxx Xxxxxx; NC1-007-07-01 Charlotte, NC 28255 Attention: Xxxx XxXxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus DELIVERY OF PROSPECTUS A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered toto the Agents as follows: ________________________________________. If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures AUTHENTICITY OF SIGNATURES The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents Agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs ADVERTISING COSTS The Company will determine with the Agents the amount and nature of advertising, if any, advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. Subject to the Company’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of offers to purchase may be resumed. In the event that at the time the Agents, at the direction of the Company, suspend Company suspends solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settledfor settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of Trustee Not to Risk Funds: Nothing herein shall be deemed to require the Prospectus as most recently amended Trustee to risk or supplemented on expend its own funds in connection with any payment to the date of delivery thereofCompany, together with or the applicable Pricing SupplementAgents or the purchasers, must it being understood by all parties that payments made by the Trustee to either the Company or the Agents shall be delivered made only to a purchaser prior the extent that funds are provided to or simultaneously with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by Trustee for such purchaserpurpose. Advertising Costs: The Company shall ensure that have the applicable sole right to approve the form and substance of any advertising an Agent receives copies may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in responsibility of such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx XxxxxxxxAgent, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those unless otherwise agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity XXX XXXXXXXXXXX EdNotesSM TERMS AGREEMENT SLM Corporation 10000 Xxxxxx Xxx Drive Reston, Virginia 20193 The undersigned agrees to purchase the following aggregate principal amount of Signatures Notes: $_________________________ The Company will cause the Trustee terms of such Notes shall be as follows: CUSIP Number:___________________________________ Interest Rate:_________________ % Maturity Date:_________________ Price to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officersPublic:_______________ Agent’s Concession:___________________ % Reallowance:___________________ % Settlement Date, employees Time and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertisingPlace:______________________ Survivor’s Option:_______________________ Interest Payment Dates:_______________________ Optional Redemption, if any:___________________ Initial Redemption Date:________________________ Redemption Price: Initially % of Principal Amount and declining ____________________% of the Principal Amount on each anniversary of the Initial Redemption Date until the Redemption Price is 100% of the Principal Amount. [Any other terms and conditions agreed to by such Agent and the Company] ABN AMRO FINANCIAL SERVICES, that INC By:___________________________ Name: Title: ACCEPTED: SLM CORPORATION By:__________________________ Name: Title: EdNotesSM Pricing Supplement No. Trade Date: / / (To Prospectus Supplement dated , ) Issue Date: / / The date of this Pricing Supplement is , CUSIP or Common Code Principal Amount Interest Rate Maturity Date Price to Public Interest Payment Frequency Subject to Dates and terms of redemption (begin date) Survivor’s Option Redemption (including the redemption price) Discounts and Proceeds to Issuer Commissions Reallowance Dealer [Name of Broker-Dealer] [Broker-Dealer’s Address] Dear Selected Dealer: In connection with public offerings of securities after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to selected dealers, you may be appropriate in offering offered the Notesright as such a selected dealer to purchase as principal a portion of such securities. Advertising expenses incurred with the consent of the Company This will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and confirm our mutual agreement as to the extent inconsistent therewith general terms and conditions applicable to your participation in replacement of, the procedures and terms set forth aboveany such selected dealer group organized by us as follows.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered toto the Agents as follows: . If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: If, since the date of acceptance of a purchaser's ’s offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus DELIVERY OF PROSPECTUS A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If (i) if to Xxxxxx Brothers, by hand to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 3 World Financial Center, 9th Floor, New York, New York 10285-0900, Attention: Xxxx Xxxx Xxxxxxx Xxxxxxx, Telephone: (000) 000-0000; (ii) if to Xxxxxxx Xxxxx Barney Inc., by telecopy and by overnight delivery to Xxxxxxx Xxxxx Xxxxxx Inc., 0000 FacsimileXxxxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxxxx 00000, Telecopy (000) 000-0000, Attn: Xxxxxxx Xxxxxx; or (iii) if to UBS Warburg LLC, by telecopy and by hand to UBS Warburg LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx, Telecopy: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [co-agent]: . If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee Company will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus ---------------------- A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services 000 Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 If to [coX.X. Xxxxxx Securities Inc.: By facsimile delivery to: X.X. Xxxxxx Securities Inc. Medium-agent]Term Note Desk 00 Xxxx Xxxxxx - 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with a copy by hand to: X.X. Xxxxxx Securities Inc. Medium-Term Note Desk 00 Xxxx Xxxxxx - 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Telephone: (000) 000-0000 If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures -------------------------- The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs ----------------- The Company will determine with the Agents the amount and nature of advertising, if any, advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth Settlements, payments and other matters relating to any Multi- Currency Note shall be effected in an applicable Foreign Currency Amendment, a manner consistent with the following procedures and terms shall apply to of such Multi-Currency Notes Note, as set forth therein and in addition to, and to the extent inconsistent therewith in replacement ofProspectus Supplement, the procedures applicable Pricing Supplement and terms set forth abovethe Indenture.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable Pricing Supplement, must be delivered to a purchaser prior to or simultaneously together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. The Company shall ensure that the applicable Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable Pricing Supplement) in such quantities and within such time limits as will enable such the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of Pricing Supplements should be delivered to: If (i) if to Xxxxxx Brothers Inc.: By facsimile delivery to: Xxxxxx Brothers Inc. , c/o ADP ADP, Prospectus Services Services, 000 Xxxxx Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 00000, Attention: Xxxx Xxxx TelephoneXxxx, (516) 254-7106, telecopier: (000) 000-0000 Facsimileand by hand to Xxxxxx Brothers Inc., 3 World Financial Center, 9th floor, New York, New York 10285, Attention: Xxxxxxx Xxxxxxx, telephone: (000) 000-0000] with a copy by hand to: Xxxxxx Brothers Inc. 3 World Financial Center, 0xx (ii) if to First Chicago Capital Markets, Inc., 0 Xxxxx Xxx XxxxXxxxxxxx Xxxxx, Xxx Xxxx Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000 , Attention: Xxxxxxx Xxxxxxx TelephoneCorporate Securities Structuring, telephone: (000) 000-0000, telecopier: (000) 000-0000 If and (iii) if to [coNationsBanc Xxxxxxxxxx Services, XXX,000 Xxxxx Xxxxx Xxxxxx, NC1-agent]007-06-01, Charlotte, North Carolina 28255, Attention: Debt Financing Group/Medium-Term Notes, telephone: (000) 000-0000, telecopier: (000) 000-0000. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Company and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. The Trustee will make all such deliveries with respect to all Notes sold directly by the Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents Agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTISpecial Administrative Procedures For Multi-CURRENCY NOTES Currency Notes Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.