Common use of Transfers to Non-U Clause in Contracts

Transfers to Non-U. S. PERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT Exhibit D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a Security Note to a Non-U.S. Person: (i) Prior to the 41st day after the Issue DateApril 15, 1997, the Registrar shall register any proposed transfer of a Security Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue DateApril 15, 1997, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security Note to be transferred is a U.S. Physical Security Note or an interest in the U.S. Global SecuritiesNote, upon receipt of a certificate substantially in the form of EXHIBIT Exhibit D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesNote, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities Note in an amount equal to the principal amount at maturity of the U.S. Physical Securities Notes or the U.S. Global SecuritiesNote, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical SecurityNote, if any, so transferred or decrease the amount of the U.S. Global SecurityNote.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons. The following provisions shall apply with respect to the registration of any proposed transfer of a an Initial Security or an Additional Security to a any Non-U.S. Person: (ia) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed the transfer of a any Initial Security or any Additional Security, whether or not such Security bears the Restricted Securities Legend, if the proposed transferor has delivered to a Non-U.S. Person upon receipt of the Registrar a certificate substantially in the form of Exhibit D hereto from the proposed transferor.2 to this Appendix; (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities to be transferred, and (b) if the proposed transferee is a participant in DTC and the Securities to be transferred consist of definitive Securities which after transfer are to be evidenced by an Agent Member, interest in a Regulation S Global Security upon receipt by the Registrar of (i) written instructions given in accordance with the Depository's DTC’s and the Registrar's procedures’s procedures and (ii) the certificate required by Section 2.4(1)(a) of this Appendix, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Regulation S Global Securities Security in an amount equal to the principal amount at maturity of the U.S. Physical definitive Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee and/or the Registrar shall cancel the U.S. Physical Security, if any, definitive Securities so transferred or decrease the principal amount of such definitive Security, as the case may be; (c) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.4(1)(a) of this Appendix, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the U.S. Global SecuritySecurity from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Global Security to be transferred.

Transfers to Non-U. S. PERSONS AT ANY TIME. The following provisions shall apply with respect to any registration of any transfer of a an Initial Security to a Non-U.S. Person: (i) Prior to the 41st day after expiration of the Issue DateRestricted Period, the Registrar shall register any proposed transfer of a an Initial Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of set forth as Exhibit D B hereto from the proposed transferor. (ii) On and after After the 41st day after expiration of the Issue DateRestricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Restricted Definitive Security or an interest in U.S. a Restricted Global SecuritiesSecurity, upon receipt of a certificate substantially in the form of EXHIBIT D hereto Exhibit B from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon Upon receipt by the Registrar of (x) the documents, if any, required by paragraph clause (ii) and (y) instructions in accordance with the DepositoryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount at maturity of the U.S. such Restricted Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. such Restricted Global Securities Security to be transferred, and (b) if the proposed transferee is an Agent Memberand, upon receipt by the Registrar of instructions given in accordance with the DepositoryDTC's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Regulation S Global Securities Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities Restricted Definitive Security or the U.S. Restricted Global SecuritiesSecurity, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Definitive Security, if any, so transferred or decrease the amount of the U.S. such Restricted Global Security.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following ----------------------------------------- provisions shall apply with respect to any transfer of a Security to a Non-Non- U.S. Person: (i) Prior to the 41st day after the Issue DateSeptember 10, 1998, the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue DateSeptember 10, 1998, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global SecuritySecurities.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following ----------------------------------------- provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT Exhibit D hereto from the proposed --------- transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a Series A Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a The Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in any U.S. Global Securities, Security only upon receipt of a certificate substantially in the form of EXHIBIT D hereto Exhibit C from the proposed transferortransferor and, except as provided in clause (ii) of this paragraph (d), shall authenticate and deliver an Offshore Certificated Security of like denomination. (iiiii) (ax) If the proposed transferor is an Agent Member holding a beneficial interest in the any U.S. Global SecuritiesSecurity, upon receipt by the Registrar of (x1) the documents, if any, documents required by clause (i) of this paragraph (iid) and (y2) instructions in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the any U.S. Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the such U.S. Global Securities Security to be transferred, and (by) if the proposed transferee is an Agent MemberMember and there shall at such time be an Offshore Global Security registered in the name of the Depository or its nominee, upon receipt by the Security Registrar of instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the such Offshore Global Securities Security held by the Depository in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Global SecuritiesSecurity, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, Security so transferred or decrease the principal amount of the U.S. Global Security, as the case may be.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior to the 41st day after end of the Issue Dateapplicable Restricted Period, the Security Registrar shall register any proposed transfer of a any Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto B from the proposed transferor.; (ii) On and after the 41st day after end of the Issue Dateapplicable Restricted Period, the Security Registrar shall register any proposed transfer of an interest in a DTC Restricted Global Security to any a Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT D hereto Exhibit B from the proposed transferor.; and (iii) (aA) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. DTC Restricted Global SecuritiesSecurity, upon receipt by the Security Registrar of (x) the documents, if any, required by paragraph clause (ii) and (y) instructions in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. DTC Restricted Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. DTC Restricted Global Securities Security to be transferred, and (bB) if the proposed transferee is an Agent Member, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Regulation S Global Securities Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities or interest in the U.S. DTC Restricted Global Securities, as the case may be, Security to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the principal amount of the U.S. DTC Restricted Global SecuritySecurity so transferred in a like amount.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons on or After Expiration of the ----------------------------------------------------------- Restricted Period. The following provisions shall apply with respect to any ----------------- transfer of a an Initial Security to a Non-U.S. Person: (i) Prior to expiration of the 41st day after the Issue DateRestricted Period, the Security Registrar shall register any proposed transfer of a an Initial Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto set forth in Section 315 from the proposed transferortransferor and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Temporary Offshore Physical Securities. (ii) On and after expiration of the 41st day after the Issue DateRestricted Period, the Security Registrar shall register any proposed transfer to any Non-U.S. Person (w) if the Initial Security to be transferred is a Permanent Offshore Physical Security, (x) if the Initial Security to be transferred is a Temporary Offshore Global Security, upon receipt of a certificate substantially in the form set forth in Section 315 from the proposed transferor, (y) if the Initial Security to be transferred is a U.S. Physical Security or an interest in the U.S. Global SecuritiesSecurity, upon receipt of a certificate substantially in the form of EXHIBIT D hereto set forth in Section 315 from the proposed transferortransferor and (z) in the case of either clause (w), (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Securities of like tenor and amount. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesSecurity, upon receipt by the Security Registrar of (x) the documentsdocument, if any, required by paragraph (ii) i), and (y) instructions in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities Security to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depository's transferred and the Registrar's procedures, the Registrar Company shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferredexecute, and the Trustee shall cancel the U.S. authenticate and deliver, one or more Permanent Offshore Physical Security, if any, so transferred or decrease the amount Securities of the U.S. Global Securitylike tenor and amount.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a an Initial Security to a Non-U.S. Person: (i) Prior On or prior to the 41st day after the Issue DateJanuary 25, 1999, and subject to (ii) below, the Security Registrar shall register any proposed transfer of a an Initial Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor, by reflecting on its books and records an increase in the principal amount at maturity of the Offshore Global Security in an amount equal to the principal amount of the Securities transferred. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesSecurity, upon receipt by the Security Registrar of (x) the documentsdocument, if any, required by paragraph (ii) i), and (y) instructions in accordance with the Depository's and the Security Registrar's proceduresprocedures thereof, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities to be Security transferred, and an increase in the same amount to the principal amount at maturity of the Offshore Global Security. (biii) After January 25, 1999, and subject to paragraph (iv) below, the Security Registrar shall register any proposed transfer to any Non-U.S. Person (x) if the Initial Security to be transferred is a Permanent Offshore Physical Security, or (y) if the Initial Security to be transferred is a U.S. Physical Security or an interest in the U.S. Global Security, upon receipt of a certificate substantially in the form of Exhibit C from the proposed transferee transferor and (z) in the case of any of clause (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Securities of like tenor and amount. (iv) If the proposed transferor is an Agent MemberMember holding a beneficial interest in the U.S. Global Security, upon receipt by the Security Registrar of (x) the document, if any, required by paragraph (iii), and (y) instructions given in accordance with the Depository's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on its books and records the date and an increase a decrease in the principal amount at maturity of the Offshore U.S. Global Securities Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities or beneficial interest in the U.S. Global Securities, as the case may be, Security to be transferredtransferred and the Company shall execute, and the Trustee shall cancel the U.S. authenticate and deliver, one or more Permanent Offshore Physical Security, if any, so transferred or decrease the amount Securities of the U.S. Global Securitylike tenor and amount.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue Date, the The Registrar shall register any proposed transfer to any Non-U.S. Person if (A) the Security Debenture to be transferred is a U.S. Physical Security Debenture or an interest in U.S. Global SecuritiesDebentures, upon receipt of (B) the proposed transferor has delivered to the Registrar a certificate substantially in the form of EXHIBIT D Appendix B hereto from and (C) the proposed transferor.transferee has delivered to the Registrar an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act.. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesDebentures, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (iii) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities Debentures in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities Debentures to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities Debentures in an amount equal to the principal amount at maturity of the U.S. Physical Securities Debentures or the U.S. Global SecuritiesDebentures, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical SecurityDebenture, if any, so transferred or decrease the amount of the U.S. Global SecurityDebentures.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a beneficial interest in a Security to a Non-U.S. Person: (i) Prior prior to the 41st day after the Issue Datedate on which such Security is originally issued, the Registrar shall register any proposed transfer of of, or beneficial interest in, a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor.; (ii) On on and after the 41st day after the Issue Datedate on which such Security is originally issued, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an a beneficial interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT Exhibit D hereto from the proposed transferor.; and on or after the 41st day after the date on which such Security is originally issued, the Registrar shall register any proposed transfer of a beneficial interest in any Offshore Physical Security or a Permanent Offshore Global Security without requiring any certification; and (iii) (a) If if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph clause (i) or (ii) of this clause (e) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a an Initial Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue DateNovember 17, 1997, and subject to (ii) below, the Security Registrar shall register any proposed transfer of a an Initial Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor, by reflecting on its books and records an increase in the principal amount at maturity of the Offshore Global Security in an amount equal to the principal amount of the Securities transferred. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesSecurity, upon receipt by the Security Registrar of (x) the documentsdocument, if any, required by paragraph (ii) i), and (y) instructions in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures thereof, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities to be Security transferred, and an increase in the same amount to the principal amount at maturity of the Offshore Global Security. (biii) On and after November 17, 1997, and subject to paragraph (iv) below, the Security Registrar shall register any proposed transfer to any Non-U.S. Person (x) if the Initial Security to be transferred is a Permanent Offshore Physical Security, or (y) if the Initial Security to be transferred is a U.S. Physical Security or an interest in the U.S. Global Security, upon receipt of a certificate substantially in the form of Exhibit C from the proposed transferee transferor and (z) in the case of any of clause (x) or (y), the Company shall execute, and the Trustee shall authenticate and deliver, one or more Permanent Offshore Physical Securities of like tenor and amount. (iv) If the proposed transferor is an Agent MemberMember holding a beneficial interest in the U.S. Global Security, upon receipt by the Security Registrar of (x) the document, if any, required by paragraph (iii), and (y) instructions given in accordance with the DepositoryDepositary's and the Security Registrar's proceduresprocedures therefor, the Security Registrar shall reflect on its books and records the date and an increase a decrease in the principal amount at maturity of the Offshore U.S. Global Securities Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities or beneficial interest in the U.S. Global Securities, as the case may be, Security to be transferredtransferred and the Company shall execute, and the Trustee shall cancel the U.S. authenticate and deliver, one or more Permanent Offshore Physical Security, if any, so transferred or decrease the amount Securities of the U.S. Global Securitylike tenor and amount.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a an Initial Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Date, the Registrar shall register any proposed transfer of a The Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in the U.S. Global Securities, Security only upon receipt of a certificate substantially in the form of EXHIBIT Exhibit D hereto from the proposed transferor. (iiiii) (ax) If the proposed transferor transferee is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesSecurity, upon receipt by the Security Registrar of (x1) the documents, if any, documents required by paragraph (iii) and (y2) instructions in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities Security to be transferred, and (by) if the proposed transferee is an Agent Member, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities Security or the U.S. Global SecuritiesSecurity, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any registration of any transfer of a Security an Initial Certificate of any class to a Non-U.S. Person: (i) Prior With respect to the 41st day after Certificates of any class, prior to the Issue Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer of a Security an Initial Certificate of such class to a Non-U.S. Person upon receipt of a certificate substantially in the form of set forth as Exhibit D hereto C from the proposed transferor. (ii) On and after the 41st day after the Issue Offshore Certificates Exchange Date, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security Certificate of such class to be transferred is a U.S. Physical Security Certificate of such class or an interest in the U.S. Global SecuritiesCertificate of such class, upon receipt of a certificate substantially in the form of EXHIBIT D hereto Exhibit C from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon Upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount at maturity Fractional Cumulative Interest of the such U.S. Global Securities Certificate of such class in an amount equal to the principal amount at maturity of Fractional Cumulative Interest represented by the beneficial interest in the such U.S. Global Securities Certificate of such class to be transferred, and (bB) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity Fractional Cumulative Interest of the Offshore Global Securities Certificate of such class in an amount equal to the principal amount at maturity Fractional Cumulative Interest of the U.S. Physical Securities Certificate of such class or the U.S. Global SecuritiesCertificate of such class, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, Certificate of such class if any, so transferred or decrease the amount Fractional Cumulative Interest of the such U.S. Global SecurityCertificate of such class.

Transfers to Non-U. S. PERSONS AT ANY TIME. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior to the 41st day after the Issue Dateand including December 1, 2003, the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D A hereto from the proposed transferor. (ii) On and after the 41st day after the Issue DateAfter December 1, 2003, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in the U.S. Global SecuritiesSecurity, upon receipt of a certificate substantially in the form of EXHIBIT D hereto Exhibit A from the proposed transferor. (iii) (aA) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesSecurity, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities Security to be transferred, and (bB) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Global SecuritiesSecurity, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global Security, as the case may be.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any registration of any transfer of a Security Series C Bond to a Non-U.S. Person: (i) Prior to the 41st day after expiration of the Issue DateDistribution Compliance Period, the Security Registrar shall register any proposed transfer of a Security Series C Bond to a Non-U.S. Person upon receipt of a certificate substantially in the form of set forth as Exhibit D C hereto from the proposed transferor. (ii) On and after After the 41st day after expiration of the Issue DateDistribution Compliance Period, the Security Registrar shall register any proposed transfer to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT D hereto Exhibit C from the proposed transferor. The Security Registrar shall promptly send a copy of such certificate to the Company. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon Upon receipt by the Security Registrar of (x) the documents, if any, required by paragraph clause (ii) and (y) instructions in accordance with the DepositoryDTC's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount at maturity of the U.S. such Restricted Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. such Restricted Global Securities Security to be transferred, and (b) if the proposed transferee is an Agent Memberand, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDTC's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Regulation S Global Securities Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Restricted Global Securities, as the case may be, Security to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. such Restricted Global Security.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a Security (other than a Registered Security) to a Non-U.S. Person: (i) Prior to the 41st day after the Issue DateAugust 3, 2002 the Registrar shall register any proposed transfer of a Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D C hereto from the proposed transferor. (ii) On and after the 41st day after the Issue DateAugust 3, 2002 the Registrar shall register any proposed transfer of a Security to any Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT D Exhibit C hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Securities, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities in an amount equal to the principal amount at maturity of the U.S. Physical Securities or the U.S. Global Securities, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the amount of the U.S. Global SecuritySecurities.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions shall apply with respect to any transfer of a Security to a Non-U.S. Person: (i) Prior to the 41st day after end of the Issue Dateapplicable Restricted Period, the Security Registrar shall register any proposed transfer of a any Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto C from the proposed transferor.; (ii) On and after the 41st day after end of the Issue Dateapplicable Restricted Period, the Security Registrar shall register any proposed transfer of an interest in a DTC Restricted Global Security or of a Restricted Definitive Security to any a Non-U.S. Person if the Security to be transferred is a U.S. Physical Security or an interest in U.S. Global Securities, upon receipt of a certificate substantially in the form of EXHIBIT D hereto Exhibit C from the proposed transferor.; and (iii) (aA) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. DTC Restricted Global SecuritiesSecurity, upon receipt by the Security Registrar of (x) the documents, if any, required by paragraph clause (ii) and (y) instructions in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. DTC Restricted Global Securities Security in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. DTC Restricted Global Securities Security to be transferred, and (bB) if the proposed transferee is an Agent Member, upon receipt by the Security Registrar of instructions given in accordance with the DepositoryDepositary's and the Security Registrar's procedures, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Regulation S Global Securities Security in an amount equal to the principal amount at maturity of the U.S. Physical Securities or interest in the U.S. DTC Restricted Global Securities, as the case may be, Security to be transferred, and the Trustee shall cancel the U.S. Physical Security, if any, so transferred or decrease the principal amount of the U.S. DTC Restricted Global SecuritySecurity so transferred in a like amount.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following ----------------------------------------- provisions shall apply with respect to any transfer of a Security Debenture to a Non-U.S. Person: (i) Prior to the 41st day after the Issue DateJuly 20, 1997, the Registrar shall register any proposed transfer of a Security Debenture to a any Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue DateJuly 20, 1997, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security Debenture to be transferred is a U.S. Physical Security Debenture or an interest in the U.S. Global Securities, Debenture only upon receipt of a certificate substantially in the form of EXHIBIT Exhibit D hereto from the proposed transferor. (iii) (a) If the proposed transferor Transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesDebenture, upon receipt by the Registrar of (x) the documents, if any, documents required by paragraph (iii) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities Debenture in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities Debenture to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities Debenture in an amount equal to the principal amount at maturity of the U.S. Physical Securities Debentures or the U.S. Global SecuritiesDebentures, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical SecurityDebenture, if any, so transferred or decrease the amount of the U.S. Global SecurityDebenture.

Transfers to Non-U. S. PERSONS AT ANY TIMEPersons at Any Time. The following provisions ----------------------------------------- shall apply with respect to any transfer of a Security Note to a Non-U.S. Person: (i) Prior to the 41st day after the Issue DateMay 19, 1998, the Registrar shall register any proposed transfer of a Security Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D hereto from the proposed transferor. (ii) On and after the 41st day after the Issue DateMay 19, 1998, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Security Note to be transferred is a U.S. Physical Security Note or an interest in the U.S. Global SecuritiesNotes, upon receipt of a certificate substantially in the form of EXHIBIT Exhibit D hereto from the proposed transferor. (iii) (a) If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global SecuritiesNotes, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Securities Notes in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Securities Notes to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the DepositoryDepositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Securities Notes in an amount equal to the principal amount at maturity of the U.S. Physical Securities Notes or the U.S. Global SecuritiesNotes, as the case may be, to be transferred, and the Trustee shall cancel the U.S. Physical SecurityNote, if any, so transferred or decrease the amount of the U.S. Global SecurityNotes.