Common use of TEN ENT Clause in Contracts

TEN ENT. as tenants by the (Cust) (Minor) entireties JT TEN --as joint tenants with Under Uniform Gifts to Minors Act right of survivorship and not as tenants in common ........................................... Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee ____________________________________ /________________________________/________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________________________________________________________ ____________________________________________________________________________ the within Note of PHILLIPS PETROLEUM COMPANY and does hereby irrevocably xxxxxxxute and appoint ______________________________________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated:_______________ __________________________________________ __________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. EXHIBIT B CUSIP NO. PRINCIPAL AMOUNT: REGISTERED NO. PHILLIPS PETROLEUM COMPANY MEDIUM-TXXX XXXXTING RATE NOTE Due From Nine Months to 30 Years From Date of Issue Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.* If applicable, the following will be completed solely for purposes of the U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined in Section 1273 of the Internal Revenue Code of 1986, as amended. This information is provided solely for the purposes of applying the U.S. Federal Income Tax Original Issue Discount ("OID") rules to the certificate and is based on an interpretation of proposed Treasury regulations. The Issue Date of this certificate is ________________. This certificate has been issued with _______________________________ *Applies to Global Notes only of OID per $1,000 of initial principal amount. The annual yield to maturity is _____% based on semi-annual compounding. The amount of OID attributable to the initial accrual period is ______________ per $1,000 of initial principal amount, contributed under the ___________________________ method as defined in proposed Treasury regulations.

TEN ENT. as tenants by the (Cust) (Minor) entireties JT TEN --as TEN--as joint tenants with Under Uniform Gifts to Minors Act right of survivorship and not as tenants in common ........................................... Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVEDOPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount of this Note (or of such specified portion) together with interest on the amount to be repaid to the repayment date, to the undersigned, at: ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Please print or typewrite name and address of the undersigned.) For this Note to be repaid in whole or in part, the undersigned hereby sell(sPaying Agent must receive at 000 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286 (or at such other office or offices in The City of New York, New York of which the Company shall from time to time notify the Holder of this Note), assign(snot more than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on this Note, either (i) this Note with this "Option to Elect Repayment" form 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 this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and transfer(sterms hereof, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with this "Option to Elect Repayment" form duly completed will be surrendered to the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and this Note, with this form duly completed, are received by the Paying Agent by such fifth Business Day. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which must be in denominations of $1,000 principal amount) unto Please Insert Social Security which the Holder elects to have repaid and specify the denomination or Other Identifying Number denominations (which shall be $1,000 or an integral multiple of Assignee $1,000) of the Notes to be reissued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). Portion to be repaid: Signature: __________________________ $ ___________________________________ /________________________________/_____Notice: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever. Denomination(s) of Notes to be reissued to Holder: $ ___________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________________________Date ________________________________ ____________________________________________________________Signature Guarantee: ________________ the within Note of PHILLIPS PETROLEUM COMPANY and does hereby irrevocably xxxxxxxute and appoint ______________________________________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated:_______________ __________________________________________ __________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. EXHIBIT B CUSIP NO. PRINCIPAL AMOUNT: REGISTERED NO. PHILLIPS PETROLEUM COMPANY MEDIUM-TXXX XXXXTING RATE NOTE Due From Nine Months to 30 Years From Date of Issue Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.* If applicable, the following will be completed solely for purposes of the U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined in Section 1273 of the Internal Revenue Code of 1986, as amended. This information is provided solely for the purposes of applying the U.S. Federal Income Tax Original Issue Discount ("OID") rules to the certificate and is based on an interpretation of proposed Treasury regulations. The Issue Date of this certificate is ________________. This certificate has been issued with _______________________________ *Applies to Global Notes only of OID per $1,000 of initial principal amount. The annual yield to maturity is _____% based on semi-annual compounding. The amount of OID attributable to the initial accrual period is ______________ per $1,000 of initial principal amount, contributed under the ___________________________ method as defined in proposed Treasury regulations.13

TEN ENT. as tenants by the (Cust) (Minor) entireties JT TEN --as TEN--as joint tenants with Under Uniform Gifts to Minors Act right of survivorship and not as tenants in common ........................................... Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the OPTION TO ELECT REPAYMENT The undersigned hereby sell(s), assign(sirrevocably request(s) and transfer(sinstruct(s) unto Please Insert Social Security the Company to repay this Note (or Other Identifying Number portion hereof specified below) pursuant to its terms at a price equal to 100% of Assignee the principal amount of this Note (or of such specified portion) together with interest on the amount to be repaid to the repayment date, to the undersigned, at: ____________________________________ /________________________________/________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________________________________________________________ _______________________________________________________________________________ the within Note of PHILLIPS PETROLEUM COMPANY and does hereby irrevocably xxxxxxxute and appoint _______________________________________________________________________________ attorney to transfer the said Note on the books (Please print or typewrite name and address of the Companyundersigned.) For this Note to be repaid in whole or in part, the Paying Agent must receive at 000 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286 (or at such other office or offices in The City of New York, New York of which the Company shall from time to time notify the Holder of this Note), not more than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on this Note, either (i) this Note with this "Option to Elect Repayment" form 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 this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms hereof, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with this "Option to Elect Repayment" form duly completed will be surrendered to the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and this Note, with full power this form duly completed, are received by the Paying Agent by such fifth Business Day. 6 If less than the entire principal amount of substitution this Note is to be repaid, specify the portion hereof (which must be in denominations of $1,000 principal amount) which the Holder elects to have repaid and specify the denomination or denominations (which shall be $1,000 or an integral multiple of $1,000) of the Notes to be reissued to the Holder for the portion of this Note not being repaid (in the premisesabsence of any such specification, one such Note will be issued for the portion not being repaid). Dated:_______________ ______________________Portion to be repaid: Signature: ____________________ _____________$ _____________________________ NOTICE: The signature on this Option to this assignment Elect Repayment must correspond with the name as written upon the face of the within instrument this Note in every particular, without alteration or enlargement or any change whateverwhatsoever. EXHIBIT B CUSIP NO. PRINCIPAL AMOUNTDenomination(s) of Notes to be reissued to Holder: REGISTERED NO. PHILLIPS PETROLEUM COMPANY MEDIUM-TXXX XXXXTING RATE NOTE Due From Nine Months to 30 Years From Date of Issue Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.* If applicable, the following will be completed solely for purposes of the U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined in Section 1273 of the Internal Revenue Code of 1986, as amended. This information is provided solely for the purposes of applying the U.S. Federal Income Tax Original Issue Discount ("OID") rules to the certificate and is based on an interpretation of proposed Treasury regulations. The Issue Date of this certificate is ________________. This certificate has been issued with __$ _____________________________ *Applies to Global Notes only of OID per $1,000 of initial principal amount. The annual yield to maturity is _____% based on semi-annual compounding. The amount of OID attributable to the initial accrual period is ______________ per $1,000 of initial principal amount, contributed under the _Date __________________________ method as defined in proposed Treasury regulations.Signature Guarantee: __________ 7

TEN ENT. as tenants by the (Cust) (Minor) entireties JT TEN --as TEN--as joint tenants with Under Uniform Gifts to Minors Act right of survivorship and not as tenants in common ........................................... Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the OPTION TO ELECT REPAYMENT The undersigned hereby sell(s), assign(sirrevocably request(s) and transfer(sinstruct(s) unto Please Insert Social Security the Company to repay this Note (or Other Identifying Number portion hereof specified below) pursuant to its terms at a price equal to 100% of Assignee the principal amount of this Note (or of such specified portion) together with interest on the amount to be repaid to the repayment date, to the undersigned, at: ____________________________________ /________________________________/________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________________________________________________________ _______________________________________________________________________________ the within Note of PHILLIPS PETROLEUM COMPANY and does hereby irrevocably xxxxxxxute and appoint _______________________________________________________________________________ attorney to transfer the said Note on the books (Please print or typewrite name and address of the Companyundersigned.) For this Note to be repaid in whole or in part, the Paying Agent must receive at 000 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286 (or at such other place or places in The City of New York, New York of which the Company shall from time to time notify the Holder of this Note), not more than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on this Note, either (i) this Note with this "Option to Elect Repayment" form 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 this Note, the Principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms hereof, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, with full power this "Option to Elect Repayment" form duly completed, will be surrendered to the Paying Agent not later than five Business Days after the date of substitution such telegram, telex, facsimile transmission or letter and this Note, with this form duly completed, are received by the Paying Agent by such fifth Business Day. 7 If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be denominations of $1,000 principal amount) which the Holder elects to have repaid and specify the denomination or denominations (which shall be $1,000 or an integral multiple of $1,000) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the premisesabsence of any such specification, one such Note will be issued for the portion not being repaid). Dated:_______________ _____________$ _____________________________ Signature: ____________________ Date __________________________ NOTICE: The signature on this Option to this assignment Elect Repayment must correspond with the name as written upon the face of the within instrument this Note in every particular, without alteration or enlargement or any change whateverwhatsoever. EXHIBIT B CUSIP NO. PRINCIPAL AMOUNT: REGISTERED NO. PHILLIPS PETROLEUM COMPANY MEDIUM-TXXX XXXXTING RATE NOTE Due From Nine Months to 30 Years From Date of Issue Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.* If applicable, the following will be completed solely for purposes of the U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined in Section 1273 of the Internal Revenue Code of 1986, as amended. This information is provided solely for the purposes of applying the U.S. Federal Income Tax Original Issue Discount ("OID") rules to the certificate and is based on an interpretation of proposed Treasury regulations. The Issue Date of this certificate is ________________. This certificate has been issued with _______________________________ *Applies to Global Notes only of OID per $1,000 of initial principal amount. The annual yield to maturity is _____% based on semi-annual compounding. The amount of OID attributable to the initial accrual period is ______________ per $1,000 of initial principal amount, contributed under the ___________________________ method as defined in proposed Treasury regulations.8

TEN ENT. as tenants by the entireties (Cust) (Minor) entireties JT TEN --as - as joint tenants with Under right of under Uniform Gifts to Minors Act right of survivorship and not as Act....................... tenants in common ........................................... (State) Additional abbreviations may also be used abbreviations, though not in the above list, may also be used. ASSIGNMENT OF COMMON UNITS in NORTHERN BORDER PARTNERS, L.P. IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES DUE TO TAX SHELTER STATUS OF NORTHERN BORDER PARTNERS, L.P. You have acquired an interest in Northern Border Partners, L.P., 0000 Xxxxx Xxxxxx, Houston, Texas 77002, whose taxpayer identification number is______________. The Internal Revenue Service has issued Northern Border Partners, L.P. the following tax shelter registration number:______________ YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF YOU CLAIM ANY DEDUCTION, LOSS, CREDIT, OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN NORTHERN BORDER PARTNERS, L.P. You must report the registration number as well as the name and taxpayer identification number of Northern Border Partners, L.P. on Form 8271. FORM 8271 MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT, OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN NORTHERN BORDER PARTNERS, L.P. If you transfer your interest in Northern Border Partners, L.P. to another person, you are required by the Internal Revenue Service to keep a list containing (a) that person's name, address and taxpayer identification number, (b) the date on which you transferred the interest and (c) the name, address and tax shelter registration number of Northern Border Partners, L.P. If you do not want to keep such a list, you must (1) send the information specified above to the Partnership, which will keep the list for this tax shelter, and (2) give a copy of this notice to the person to whom you transfer your interest. Your failure to comply with any of the above-described responsibilities could result in the imposition of a penalty under Section 6707(b) or 6708(a) of the Internal Revenue Service Code of 1986, as amended, unless such failure is shown to be due to reasonable cause. ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED, OR APPROVED BY THE INTERNAL REVENUE SERVICE. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please Insert Social Security or Other Identifying Number of Assignee ____________________________________ /________________________________/________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ________________________________hereby assigns, conveys, sells and transfers unto____________________________________________ _______________________________________ ______________________________________ the within Note (Please print or typewrite name (Please insert Social Security or and address of PHILLIPS PETROLEUM COMPANY and does hereby irrevocably xxxxxxxute and appoint Assignee) other identifying number of Assignee) _________________________________________Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint _____ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated:_______________ as its attorney-in-fact with full power of substitution to transfer the same on the books of Northern Border Partners, L.P. Date: __________________________ NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ________________________________________ __ASSOCIATION OF SECURITIES DEALERS, (Signature) INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY ________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. EXHIBIT B CUSIP NO. PRINCIPAL AMOUNT: REGISTERED NO. PHILLIPS PETROLEUM COMPANY MEDIUM-TXXX XXXXTING RATE NOTE Due From Nine Months to 30 Years From Date of Issue Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.* If applicable, the following will be completed solely for purposes of the U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined in Section 1273 of the Internal Revenue Code of 1986, as amended. This information is provided solely for the purposes of applying the U.S. Federal Income Tax Original Issue Discount ("OID") rules to the certificate and is based on an interpretation of proposed Treasury regulations. The Issue Date of this certificate is ________________. This certificate has been issued with _______________________________ *Applies to Global Notes only of OID per $1,000 of initial principal amount. The annual yield to maturity is _____% based on semi-annual compounding. The amount of OID attributable to the initial accrual period is ______________ per $1,000 of initial principal amount, contributed under the ___________________________ method as defined in proposed Treasury regulations.Signature)

TEN ENT. as tenants by the (Cust) (Minor) entireties JT TEN --as TEN--as joint tenants with Under Uniform Gifts to Minors Act right of survivorship and not as tenants in common ........................................... Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVEDOPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount of this Note (or of such specified portion) together with interest on the amount to be repaid to the repayment date, to the undersigned, at: ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Please print or typewrite name and address of the undersigned.) For this Note to be repaid in whole or in part, the undersigned hereby sell(sPaying Agent must receive at 000 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286 (or at such other place or places in The City of New York, New York of which the Company shall from time to time notify the Holder of this Note), assign(snot more than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on this Note, either (i) this Note with this "Option to Elect Repayment" form 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 this Note, the Principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and transfer(sterms hereof, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, with this "Option to Elect Repayment" form duly completed, will be surrendered to the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and this Note, with this form duly completed, are received by the Paying Agent by such fifth Business Day. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be denominations of $1,000 principal amount) unto Please Insert Social Security which the Holder elects to have repaid and specify the denomination or Other Identifying Number denominations (which shall be $1,000 or an integral multiple of Assignee _$1,000) of the Notes to be issued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). $ ___________________________________ /________________________________/Signature: __________________________ Date ________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ____________________________________________________________________________ ____________________________________________________________________________ the within Note of PHILLIPS PETROLEUM COMPANY and does hereby irrevocably xxxxxxxute and appoint ______________________________________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated:_______________ __________________________________________ __________________________________________ NOTICENotice: The signature on this Option to this assignment Elect Repayment must correspond with the name as written upon the face of the within instrument this Note in every particular, without alteration or enlargement or any change whateverwhatsoever. EXHIBIT B CUSIP NO. PRINCIPAL AMOUNT: REGISTERED NO. PHILLIPS PETROLEUM COMPANY MEDIUM-TXXX XXXXTING RATE NOTE Due From Nine Months to 30 Years From Date of Issue Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its xxxxx xxx xxxxxxxxxxxx xx xxxxxfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.* If applicable, the following will be completed solely for purposes of the U.S. Federal Income Tax "Original Issue Discount" rules, as that term is defined in Section 1273 of the Internal Revenue Code of 1986, as amended. This information is provided solely for the purposes of applying the U.S. Federal Income Tax Original Issue Discount ("OID") rules to the certificate and is based on an interpretation of proposed Treasury regulations. The Issue Date of this certificate is ________________. This certificate has been issued with _______________________________ *Applies to Global Notes only of OID per $1,000 of initial principal amount. The annual yield to maturity is _____% based on semi-annual compounding. The amount of OID attributable to the initial accrual period is ______________ per $1,000 of initial principal amount, contributed under the ___________________________ method as defined in proposed Treasury regulations.12