GENERAL ELECTRIC CAPITAL CORPORATION Global Medium-Term Notes Due From 9 Months to 60 Years from Date of Issue AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT as of December 1, 2011

          (i) the Company is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its properties and assets and to transact or carry on the business in which it is engaged;

          (ii) each document filed by the Company pursuant to the 1934 Act which is incorporated by reference in the Prospectus or any Permitted Free Writing Prospectus complied, in all material respects, when so filed with the 1934 Act and the rules and regulations thereunder, and each document, if any, hereafter filed and so incorporated by reference in the Prospectus will comply, in all material respects, when so filed with the 1934 Act rules and regulations;

          (iii) the Registration Statement and the Prospectus comply, and the Registration Statement and the Prospectus (and any amendments and supplements thereto, other than amendments or supplements relating solely to securities other than the Notes) will on the applicable Representation Date comply, in all material respects, with the 1933 Act and the applicable rules and regulations of the Commission thereunder;

          (iv) at the Commencement Date, the Registration Statement did not, and at the Effective Time the Registration Statement did not or will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus on the Commencement Date did not, and on the applicable Representation Date will not, contain any 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;

          (v) there has been no material adverse change in the condition of the Company and its consolidated affiliates, taken as a whole, from such condition set forth in or incorporated by reference in the Registration Statement and the Prospectus (excluding any amendments or supplements to the Prospectus since the relevant Pricing Effective Time, if any);

          (vi) the aggregate principal amount of the Company’s Global Medium-Term Notes outstanding at any one time will not exceed any limitation thereon which may then be in effect by action of the Board of Directors of the Company;

          (vii) no event exists which would constitute an event of default under the Indenture;

          (viii) at the time made available by the Company to the Agents for electronic delivery with respect to a tranche of Notes, the Pricing Disclosure Material will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading;

          (ix) the Registration Statement constitutes an “automatic shelf registration statement” (as defined in Rule 405 of the 1933 Act) filed within three years of the date hereof; no notice of objection of the Commission with respect to the use of the

Registration Statement pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company; and the Company is a “well-known seasoned issuer” as defined in Rule 405, including not being an “ineligible issuer”, in each case as defined in Rule 405 at the “determination dates” relevant to the offering and sale of Notes under the Registration Statement (as described in such definition); no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding, to the knowledge of the Company, for that purpose or pursuant to Section 8A of the 1933 Act has been initiated or threatened by the Commission; and

          (x) the Company has not used any free writing prospectus other than a Permitted Free Writing Prospectus or used a Permitted Free Writing Prospectus except in compliance with Rule 433 under the 1933 Act and otherwise in compliance with the 1933 Act; except that the representations and warranties set forth in paragraphs (ii), (iii), (iv) and (viii) of this Section 1(a) do not apply to statements or omissions in the Registration Statement, the Prospectus or the Pricing Disclosure Material based upon information furnished to the Company in writing by any Agent expressly for use therein.

          (i) The preparation and filing of the Registration Statement and all amendments thereto and the Prospectus and any amendments or supplements thereto and any Permitted Free Writing Prospectus;

          (ii) The preparation, issuance and delivery of the Notes;

          (iii) The fees and disbursements of the Company’s independent public accountants and of the Trustee and its counsel;

          (iv) Solely in the case of the negotiation and execution of this Agreement and the filing of the Registration Statement, the reasonable fees and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents;

          (v) In the case of any sale of Notes issued pursuant to this Agreement, if requested by the Agent(s), the reasonable fees and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as agreed upon by the Company and the Agent(s) participating in such transaction and reflected in the applicable Terms Agreement;

          (vi) The qualification of the Notes under securities laws in accordance with the provisions of Section 3(h), including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of any Blue Sky Survey;

          (vii) The printing and delivery to the Agents, to the extent and in the quantities required hereby, of copies of the Registration Statement and any amendments thereto, the Pricing Disclosure Material and of the Prospectus and any amendments or supplements thereto, and the delivery by the Agents of the Prospectus and any amendments or supplements thereto in connection with solicitations or confirmations of sales of the Notes;

          (viii) The printing and delivery to the Agents of copies of the Indenture and any Blue Sky Survey;

          (ix) Any fees charged by rating agencies for the rating of the Notes;

          (x) The fees and expenses, if any, incurred with respect to any filing with the Financial Industry Regulatory Authority, Inc.; and

          (xi) Any advertising and other out-of-pocket expenses incurred with the approval of the Company.

          (i) OPINION OF COMPANY COUNSEL. The opinion of the Associate General Counsel - Treasury of the Company, or of such other counsel satisfactory to such Agent(s), dated as of such Commencement Date or Settlement Date, as the case may be, in form and substance satisfactory to the Agents and counsel for the Agents, to the effect that:

          (A) The Company has been duly incorporated and is validly existing under the laws of the State of Delaware.

          (B) The Indenture has been duly authorized, executed and delivered by the Company, is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability. The Indenture has been qualified under the 1939 Act.

          (C) [For Commencement Date only: The Notes, when authorized] [For Settlement Dates: The Notes have been authorized], executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by any purchaser of Notes sold through an Agent as agent or any Agent as principal pursuant to the applicable Terms Agreement, would be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability) and would entitle the holders thereof to the benefits of the Indenture.

          (D) This Agreement (and, if the opinion is being given pursuant to Section 6(c) hereof as a result of the Company’s having entered into a Terms Agreement requiring such opinion, the applicable Terms Agreement) has been duly authorized, executed and delivered by the Company.

          (E) Neither the execution and delivery of this Agreement nor the issuance and sale of the Notes by the Company as provided herein will (i) contravene the certificate of incorporation or by-laws of the Company or (ii) result in any violation of any of (A) the terms or provisions of any law, rule or regulation of the State of New York or any federal law of the United States of America (other than with respect to applicable securities or Blue Sky laws, as to which such counsel need not express any opinion) or (B) the terms of any indenture, mortgage or other agreement or instrument known to such counsel by which the Company or any of its subsidiaries is bound and which is material to the Company and its subsidiaries taken as a whole.

          (F) The statements contained in the Prospectus under the captions “Description of Notes”, “Description of Debt Securities” and “Plan of Distribution,” insofar as such statements purport to summarize certain provisions of documents (or provisions thereof) or statutes (or provisions thereof) referred to therein, fairly present the matters referred to therein.

          (G) Each document incorporated by reference in the Prospectus which was filed pursuant to the 1934 Act (except for the financial statements and schedules and other financial and statistical material contained or incorporated by reference therein or omitted therefrom, as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the 1934 Act and the applicable rules and regulations of the Commission thereunder.

          (H) The Registration Statement is effective under the 1933 Act and, to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission.

          (I) The Registration Statement at the Effective Time and the Prospectus and any supplements and amendments thereto as of their respective effective or issue dates (except for the financial statements and schedules and other financial and statistical material contained or incorporated by reference therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Notes, as to which, in each case, such counsel need express no opinion) comply as to form in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder.

          (J) [For Commencement Date and Settlement Dates only] Nothing has come to such counsel’s attention that would lead such counsel to believe that (except for the financial statements and schedules and other financial and statistical material contained or incorporated by reference therein or omitted therefrom, as to which counsel need not express any belief) (i) each part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to such date, at the time of the most recent such filing prior to the time of issuance of this opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, [and] (ii) [For Settlement Dates only: the Pricing Disclosure Material included as of the Pricing Effective Time for the Notes to be sold pursuant to the applicable Terms Agreement], and the Prospectus included as of the Commencement Date [For Settlement Dates only: and as of the date of the Pricing Supplement relating to the Notes to be sold pursuant to the applicable Terms Agreement and the settlement date as the case may be,] any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (ii) OPINION OF TAX COUNSEL TO THE COMPANY. The opinion of Tax Counsel of the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or other tax counsel satisfactory to such Agent(s) dated as of such Commencement Date or Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, confirming the accuracy of the disclosure set forth under the caption “United States Tax Considerations” in the Prospectus.

          (iii) OPINION OF COUNSEL TO THE AGENTS. The opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, dated as of such Commencement Date or Settlement Date, as the case may be, covering the matters referred to in subparagraph (i) under the subheadings (A), (B), (C), (D), (F) and (H) and to the following effect (with appropriate modifications to reflect whether an opinion is given at the Commencement Date or the Settlement Date) (x) the Registration Statement and the Prospectus and any supplements and amendments thereto (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom and except for supplements and amendments relating only to securities other than the Notes, as to which such counsel need express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the 1933 Act and the applicable rules and regulations of the Commission thereunder, and (y) nothing has come to the attention of such counsel that causes such counsel to believe that insofar as relevant to the offering of the Notes, (except for the financial statements and schedules and other financial and statistical material included therein or omitted therefrom, as to which counsel need not express any belief) any part of the Registration Statement at the time it became effective, and if an amendment to the Registration Statement has been filed by the Company with the Commission subsequent to such date, at the time of the most recent such filing, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, the Pricing Disclosure Material contained as of the Pricing Effective Time for the Notes to be sold pursuant to the applicable Terms Agreement, and the Prospectus contained, as of the Commencement Date and the date of the Pricing Supplement relating to the Notes to be sold pursuant to the applicable Terms Agreement, as the case may be, or on the Settlement Date contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (iv) In rendering the opinion referred to in subparagraph (i) above, such counsel may state that with respect to (I) and (J) of subparagraph (i), such counsel’s opinion and belief are based upon his participation in the preparation of the Registration Statement, the Pricing Disclosure Material and the Prospectus and any amendments and supplements thereto (including documents incorporated by reference) and review and discussion of the contents thereof, but are without independent check or verification except as stated therein. In rendering the opinion referred to in subparagraph (iii) above, such counsel may state that with respect to (x) and (y) of subparagraph (iii) above, such counsel’s opinion and belief are based upon their participation in the preparation of the Registration Statement, the Pricing Disclosure Material and the Prospectus and any amendments and supplements thereto (other than documents incorporated by reference) and upon their review and discussion of the contents thereof (including documents incorporated by reference), but are without independent check or verification except as stated therein. In rendering the opinions referred to in subparagraphs (i) and (iii) above, such counsel may state that with respect to (B) and (C) of subparagraph (i) above, such counsels’ opinions, insofar as such opinions relate to enforceability, are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to the effect of general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law).

Barclays Capital Inc.

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, NY 10019

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: MTN Trading

Citigroup Global Markets Inc.

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, NY 10013

Credit Suisse Securities (USA) LLC

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, New York 10010

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇

Deutsche Bank Securities Inc.

▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor

New York, NY 10005

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇

General Electric Capital Corporation

GE Capital Markets, Inc.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

Stamford, CT 06927

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Senior Vice President-Corporate Treasury and Global Funding Operation

▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

New York, NY 10282

Phone: ▇▇▇-▇▇▇-▇▇▇▇

Attention: Registration Department

HSBC Securities (USA) Inc.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

New York, NY 10018

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇.▇. ▇▇▇▇▇▇ Securities LLC

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, NY 10179

Telephone: ▇▇▇-▇▇▇-▇▇▇▇

Telecopier: ▇▇▇-▇▇▇-▇▇▇▇

Attention: Transaction Execution Group

▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇

Incorporated

▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

NY1-050-12-01

New York, New York 10036

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: High Grade Transaction Management/Legal

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC

▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ Floor

New York, New York 10036

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Investment Banking Division

RBS Securities Inc.

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Stamford, CT 06901

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Debt Capital Markets Syndicate

UBS Securities LLC

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Stamford, CT 06901

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

Fax: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Fixed Income Syndicate

Very truly yours,

GENERAL ELECTRIC CAPITAL CORPORATION

By:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Name:

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title:

Senior Vice President - Corporate Treasury and Global Funding Operation

CONFIRMED AND ACCEPTED,

as of the date first above written:

BARCLAYS CAPITAL INC.

By:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Name:

▇▇▇▇▇▇ ▇▇▇▇▇▇

Title:

Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Name:

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title:

Director

CREDIT SUISSE SECURITIES (USA) LLC

By:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title:

Director

DEUTSCHE BANK SECURITIES INC.

By:

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇

Name:

▇▇▇▇▇▇▇ ▇▇▇▇▇

Title:

Director

By:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title:

Managing Director

GE CAPITAL MARKETS, INC.

By:

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title:

Controller and Treasurer

▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.

By:

/s/ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.

(▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.)

HSBC SECURITIES (USA) INC.

By:

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇

Name:

▇▇▇▇▇ ▇. ▇▇▇▇▇

Title:

Senior Vice President

▇.▇. ▇▇▇▇▇▇ SECURITIES LLC

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇▇▇

Title:

Executive Director

▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
                              INCORPORATED

By:

/s/ ▇▇▇ ▇▇▇▇▇▇▇

Name:

▇▇▇ ▇▇▇▇▇▇▇

Title:

Managing Director

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC

By:

/s/ ▇▇▇▇▇ ▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇

Title:

Executive Director

RBS SECURITIES INC.

By:

/s/ ▇▇▇ ▇▇▇▇▇▇▇▇

Name:

▇▇▇ ▇▇▇▇▇▇▇▇

Title:

Managing Director

UBS SECURITIES LLC

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇▇▇

Title:

Managing Director

By:

/s/ ▇▇▇▇ ▇▇▇▇

Name:

▇▇▇▇ ▇▇▇▇

Title:

Associate Director

Re:

AMENDED AND RESTATED U.S. DISTRIBUTION AGREEMENT (“U.S. DISTRIBUTION AGREEMENT”)
DATED AS OF DECEMBER 1, 2011

Maturity Date:

Principal Amount:

Issue Price:

Settlement Date:

Place of Delivery: The City of New York, New York Issue Date:

Specified Currency:

Interest Rate:

Interest Payments:

Redemption at the option of the Company: [None]

Repayment at the option of the holder: [None]

Discount/Commissions:

[LEAD MANAGER]

BY:

TITLE:

ACCEPTED:

GENERAL ELECTRIC CAPITAL CORPORATION

BY:

TITLE:

(1)

To be included if the Underwriter is not a party to the U.S. Distribution Agreement.

(2)

To be included if it is a floating rate transaction unless a party other than the dealer acts as Calculation Agent.

Number [   ]

[Date]

Issuance:

On any date of settlement (as defined under “Settlement” below) for one or more Book-Entry Notes, the Company will issue a single global security in fully registered form without coupons (a “Global Security”) representing all such Notes that have the same Purchase Price, Settlement Date, Maturity Date, redemption or repayment provisions, Interest Payment Dates, Original Issue Date, original issue discount provisions (if any), and, in the case of Fixed Rate Notes, Interest Rate, modified payment upon acceleration (if any), amortization schedule (if any) or, in the case of Floating Rate Notes, Initial Interest Rate, Interest Payment Dates, Interest Payment Period, Calculation Agent, Base Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier (if any), Alternative Rate Event Spread (if any), Minimum Interest Rate (if any) and Maximum Interest Rate (if any) and, in each case, any other relevant terms (collectively “Terms”). If DTC Book-Entry Notes having an aggregate principal amount in excess of U.S. $500,000,000 would, but for the preceding sentence, be represented by a single Global Security, then one Global Security will be issued to represent each U.S. $500,000,000 aggregate principal amount of such DTC Book-Entry Notes and an additional Global Security will be issued to represent any remaining principal amount of such DTC Book-Entry Notes. Each Global Security will be dated and issued as of the date of its authentication by the Trustee. Each Global Security will bear an “Interest Accrual Date,” which will be (i) with respect to an original Global Security (or any portion thereof), its original issuance date and (ii) with respect to any Global Security (or any portion thereof) issued subsequently upon exchange of a Global Security, or in lieu of a destroyed, lost or stolen Global Security, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Security or Securities (or if no such payment or provision has been made, the original issuance date of the predecessor Global Security), regardless of the date of authentication of such subsequently issued Global Security. No Global Security will represent any Certificated Note.

Identification
Numbers:

DTC Book-Entry Notes. The Company has arranged with the CUSIP Service Bureau of Standard & Poor’s Corporation (the “CUSIP Service Bureau”) for the reservation of a series of approximately 900 CUSIP numbers (including tranche numbers) for assignment to the Global Securities representing the DTC Book-Entry Notes. The Company has obtained from the CUSIP Service Bureau a written list of each series of reserved CUSIP numbers and has delivered to the Trustee and DTC the written list of 900 CUSIP numbers of such series. The Trustee will assign CUSIP numbers to Global Securities as described below under Settlement Procedure “B”. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has assigned to Global Securities. At anytime when fewer than 100 of the reserved CUSIP numbers of either series remain unassigned to Global Securities, the Trustee shall so advise the Company and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities representing DTC Book-Entry Notes. Upon obtaining such additional CUSIP numbers, the Company shall deliver a list of such additional CUSIP numbers to the Trustee and DTC.

Other Book-Entry Notes. The Trustee will telephone each of Clearstream, Luxembourg and Euroclear

with a request for an ISIN number and Common Code for the Book-Entry Notes represented by each Global Security deposited with the Common Depositary in accordance with Settlement Procedure “B” below.

Registration:

Each Global Security will be registered either, in the case of Notes to be held through DTC, in the name of Cede & Co., as nominee for DTC, or, in the case of Notes to be held through Clearstream, Luxembourg and/or Euroclear, in the name of The Bank of New York Depository (Nominees) Limited (or such other entity designated by the Common Depositary), as nominee for the Common Depositary, in each case on the security register maintained under the applicable Indenture. The beneficial owner of a Book-Entry Note (or one or more indirect participants in the relevant clearing system designated by such owner) will designate one or more participants in DTC, Clearstream, Luxembourg or Euroclear, as the case may be (the “Participants”), to act as agent or agents for such owner with respect to such Note in connection with the book-entry system maintained by such clearing system, and such clearing system will record in book-entry form, in accordance with instructions provided by each such Participant, a credit balance with respect to such beneficial owner in such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in such clearing system.

Transfers:

Transfers of a Book-Entry Note will be accompanied by book entries made by the relevant clearing system and, in turn, by Participants (and in certain cases, one or more indirect participants) acting on behalf of beneficial transferors and transferees of such Note.

Exchanges:

The Trustee may deliver to the relevant clearing system and, in the case of DTC Book-Entry Notes, the CUSIP Service Bureau at any time a written notice of consolidation specifying (i) the CUSIP numbers, ISIN numbers and Common Codes of two or more Outstanding Global Securities that represent Book-Entry Notes having the same Terms and for which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book-Entry Notes, on which such Global Securities shall be exchanged for a single replacement Global Security and (iii) a new CUSIP number and/or ISIN number or Common Code to be assigned to such replacement Global Security. Upon receipt of such a notice, each relevant clearing system will send to its Participants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, in the case of DTC Book-Entry Notes, the Trustee will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Securities for a single Global Security bearing the new CUSIP number and/or ISIN number or Common Code and a new Interest Accrual Date, and the CUSIP numbers, if any, of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. Notwithstanding the foregoing, in the case of Global Securities registered in the name of Cede & Co., if the Global Securities to be exchanged exceed U.S. $500,000,000 in aggregate principal amount, one Global Security will be authenticated and issued to represent each U.S. $500,000,000 principal amount of the exchanged Global Security and an additional Global Security will be authenticated and issued to represent any remaining principal amount of such Global Securities (see “Denominations” below).

Maturities:

Each Book-Entry Note will mature on a date from nine months to 60 years from its date of issue.

Notice of Redemption
and Repayment Dates:

The Trustee will give notice prior to each redemption date or repayment date (as specified in the Note), if any, (1) in the case of Notes held through DTC, to DTC at the time and in the manner set forth in the Letter of Representations; (2) in the case of Notes held through Clearstream, Luxembourg and/or Euroclear, to Clearstream, Luxembourg and/or Euroclear through the Common Depositary at the time and in the manner specified by such clearing systems from time to time; and (3) in the case of Listed Notes, at the time and in the manner specified in the relevant Listing Rules.

Denominations:

Book-Entry Notes will be issued in minimum principal amounts of U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, unless otherwise specified in the applicable Pricing Supplement. Global

Securities representing DTC Book-Entry Notes will be issued in principal amounts not in excess of U.S. $500,000,000. If DTC Book-Entry Notes having an aggregate principal amount in excess of U.S. $500,000,000 would, but for the preceding sentence, be represented by a single Global Security, then one Global Security will be issued to represent each U.S. $500,000,000 principal amount of such DTC Book-Entry Note or Notes and an additional Global Security will be issued to represent any remaining principal amount of such DTC Book-Entry Note or Notes. In such a case, each of the Global Securities representing such DTC Book-Entry Note or Notes shall be assigned the same CUSIP number.

Interest:

General. Interest on each Book-Entry Note will accrue from the Interest Accrual Date of the Global Security representing such Note. Each payment of interest on a Book-Entry Note will include interest accrued to but excluding the Interest Payment Date; provided that in the case of Floating Rate Notes that reset daily or weekly, interest payments will include interest accrued to and including the Record Date immediately preceding the Interest Payment Date, except that at maturity or earlier redemption or repayment, the interest payable will include interest accrued to, but excluding, the maturity date or the date of redemption or repayment, as the case may be. Interest payable at the maturity or upon redemption or repayment of a Book-Entry Note will be payable to the person to whom the principal of such Note is payable. In the case of DTC Book-Entry Notes, Standard & Poor’s Corporation will use the information received in the pending deposit message described under Settlement Procedure “C” below in order to include the amount of any interest payable and certain other information regarding the related Global Security in the appropriate weekly bond report published by Standard & Poor’s Corporation.

Record Dates. Unless otherwise specified in the applicable Pricing Supplement, the Record Date with respect to any Interest Payment Date shall be the close of business on the fifteenth calendar day (whether or not a Business Day) immediately preceding such Interest Payment Date.

Fixed Rate Book-Entry Notes. Unless otherwise specified in the applicable Pricing Supplement, interest payments on Fixed Rate Book-Entry Notes, other than Amortizing Notes, will be made semiannually on March 15 and September 15 of each year, (or, if so indicated in such Note, annually on September 15 of each year) and at maturity or upon any earlier redemption or repayment and Book Entry Amortizing Notes will pay principal and interest semiannually each March 15 and September 15, or quarterly each March 15, June 15, September 15, and December 15, and at maturity (or any redemption or repayment date); provided, however, that in the case of a Fixed Rate Book-Entry Note issued between a Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date.

Floating Rate Book-Entry Notes. Interest payments will be made on Floating Rate Book-Entry Notes monthly, quarterly, semiannually or annually. Unless otherwise agreed upon, interest will be payable, in the case of Floating Rate Book-Entry Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to Settlement Procedure “A” below; in the case of Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure “A” below; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure “A” below; provided however, that if an Interest Payment Date for Floating Rate Book-Entry Notes (other than an Interest Payment Date that falls on a Maturity Date or a redemption or repayment date) would otherwise be a day that is not a Business Day with respect to such Floating Rate Book-Entry Notes, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Book-Entry Notes, except in the case of a LIBOR Note if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided, further, that in the case of a Floating Rate Book-Entry Note issued between a Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date.

Notice of Interest Payment and Record Dates. On the first Business Day of January, April, July and October of each year, the Trustee will deliver to the Company and DTC a written list of Record Dates and Interest Payment Dates that will occur with respect to DTC Book-Entry Notes during the six-month period

beginning on such first Business Day.

Calculation of Interest:

Fixed Rate Book-Entry Notes. Interest on Fixed Rate Book-Entry Notes (including interest for partial periods) will be calculated on the basis of a year of twelve thirty-day months unless otherwise specified in the applicable pricing supplement.

Floating Rate Book-Entry Notes. Interest rates on Floating Rate Book-Entry Notes will be determined as set forth in the form of Notes. Interest on Floating Rate Book-Entry Notes will be calculated on the basis of actual days elapsed and a year of 360 days except that in the case of Treasury Rate Notes, interest will be calculated on the basis of the actual number of days in the year unless otherwise specified in the applicable pricing supplement.

Payments of Principal
and Interest:

Payments of Interest. Not later than three days prior to the Interest Payment Date, the Trustee or the Common Depositary, as applicable, will deliver to the Company and the relevant clearing systems a written notice specifying by CUSIP number and/or ISIN number or Common Code the amount of interest to be paid on each Global Security other than an Amortizing Note on the following Interest Payment Date (other than an Interest Payment Date coinciding with maturity or any earlier redemption or repayment date) and the total of such amounts. In the case of DTC Book-Entry Notes, DTC will confirm the amount payable on each such Global Security on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor’s Corporation. In the case of Amortizing Notes that are DTC Book-Entry Notes, the Trustee will provide separate written notice to DTC prior to each Interest Payment Date at the time and in the manner set forth in the Letter of Representations. The Company will pay to the Trustee, as paying agent, the total amount of interest due on such Interest Payment Date (and, in the case of an Amortizing Note, principal and interest) (other than at maturity), and the Trustee will pay the appropriate amounts to DTC and to, or to the order of, the Common Depositary based on their respective holdings of the related Global Securities at the times and in the manner set forth below under “Manner of Payment.” If any Interest Payment Date for a Fixed Rate Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date.

Payments at Maturity or Upon Redemption or Repayment. On or about the first Business Day of each month, the Trustee will deliver to the Company and the relevant clearing systems a written list of principal and interest to be paid on each Global Security other than an Amortizing Note maturing either at maturity or on a redemption or repayment date in the following month. The Company and, in the case of DTC Book-Entry Notes, DTC, will confirm the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Maturity Date or redemption or repayment date of such Global Security. In the case of Amortizing Notes that are DTC Book-Entry Notes, the Trustee will provide separate written notice to DTC prior to the Maturity Date and any redemption or repayment date, as the case may be, at the times and in the manner set forth in the Letter of Representations. The Company will pay to the Trustee, as the paying agent, the principal amount of such Global Security, together with interest due at such Maturity Date or redemption or repayment date. The Trustee will pay the appropriate amounts to DTC and to, or to the order of, the Common Depositary based on their respective holdings of the related Global Securities at the times and in the manner set forth below under “Manner of Payment.” If any Maturity Date or redemption or repayment date of a Global Security representing Book-Entry Notes is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day with respect to such Note (and no interest shall accrue for the intervening period), except that, in the case of Book-Entry LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or redemption or repayment date shall be the immediately preceding day that is a Business Day with respect to such Book-Entry LIBOR Note. Promptly after payment to DTC or to, or to the order of, the Common Depositary, as the case may be, of the principal and interest due on the Maturity Date or redemption or repayment date of such Global Security, the Trustee will cancel such Global Security in accordance with the terms of the applicable Indenture and deliver it to the Company with a certificate of cancellation.

Manner of Payment. The total amount of any principal and interest due on Global Securities on any

Interest Payment Date or at maturity or upon redemption or repayment shall be paid by the Company to the Trustee in funds available for immediate use by the Trustee not later than 9:30 A.M. (local time) on such date. Payment shall be made prior to 10:00 A.M. (local time) or as soon thereafter as practicable, on each Maturity Date or redemption or repayment date or, if either such date is not a Business Day, as soon as possible thereafter, and the Trustee will pay by separate wire transfer to, or to the order of, the Common Depositary or to DTC, as the case may be (in the case of payments to DTC, using Fed wire message entry instructions in a form previously specified by DTC to an account at the Federal Reserve Bank of New York previously specified by DTC), in funds available for immediate use by the Common Depositary or DTC, as the case may be, each payment of principal (together with interest thereon) due on Global Securities on any Maturity Date or redemption or repayment date. On each Interest Payment Date or, if any such date is not a Business Day, as soon as possible thereafter, interest payments and, in the case of Amortizing Notes, interest and principal payments shall be made to, or to the order of, the Common Depositary or to DTC, as the case may be, in same day funds in accordance with existing arrangements between the Trustee, the Common Depositary and DTC. Thereafter, on each such date (i) the Common Depositary will credit, or procure the credit to, the accounts of Clearstream, Luxembourg and Euroclear, in accordance with their respective operating procedures then in effect, the proportionate amounts in funds available for immediate use attributable to the respective holdings of their Participants of the Book-Entry Notes represented by such Global Securities and (ii) DTC will pay, in accordance with its operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the DTC Book-Entry Notes represented by such Global Securities are recorded in the book-entry system maintained by DTC. Neither the Company nor the Trustee shall have any responsibility or liability for the payment by the Common Depositary (or the Trustee acting on its behalf) or DTC to such Participants of the principal of and interest on the Book-Entry Notes.

Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in DTC, Clearstream, Luxembourg or Euroclear, as the case may be, or other person responsible for forwarding payments directly to the beneficial owner of such Note.

Preparation of
Pricing Supplement:

If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement or final terms (hereinafter, each a “Pricing Supplement”) reflecting the terms of such Note and will arrange to file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424 under the Act, and, (i) in the case of Notes to be listed on the UKLA and admitted to trading by the London Stock Exchange, will file a prospectus complying with Directive 2003/71/EC (the “Prospectus Directive”) incorporating such Pricing Supplement with the London Stock Exchange or (ii) in the case of other Listed Notes, in accordance with the relevant Listing Rules, will deliver the number of copies of such Pricing Supplement (or other offering document conforming to and in compliance with applicable rules and regulations) to the relevant Agent as such Agent shall request by the close of business on the following Business Day. The relevant Agent will cause such Pricing Supplement to be delivered to the purchaser of the Note. In each instance that a Pricing Supplement is prepared, the Agents receiving such Pricing Supplement will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements, and the Prospectuses to which they are attached (other than those retained for files), will be destroyed.

Settlement:

The receipt by the Company of immediately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Security representing such Note shall constitute “settlement” with respect to such Note. All orders accepted by the Company will be settled on the fifth Business Day pursuant to the timetable for settlement set forth below unless the Company and the purchaser agree to settlement on another day, which shall be no earlier than the next Business Day.

Settlement Procedures:

Settlement Procedures with regard to each Book-Entry Note sold by the Company to or through an Agent shall be as follows:

A.

The relevant Agent will advise the Company by telephone that such Note is a Book-Entry Note and of the following settlement information:

1.

Principal amount, Specified Currency and Series.

2.

Maturity Date.

3.

In the case of a Fixed Rate Book-Entry Note, the Interest Rate, the applicability of Annual Interest Payments and whether such Note is an Amortizing Note and, if so, the amortization schedule, or, in the case of a Floating Rate Book-Entry Note, the Initial Interest Rate (if known at such time), Interest Payment Dates, Interest Payment Period, Calculation Agent, Base Rate, Index Maturity, Interest Reset Period, Initial Interest Reset Date, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and the Alternate Rate Event Spread (if any).

4.

Redemption or repayment provisions, if any.

5.

Settlement date and time.

6.

Price.

7.

Agent’s commission, if any, determined as provided in the Agreement.

8.

Whether the Note is an OID Note, and if it is an OID Note, the total amount of OID, the yield to maturity, the initial accrual period OID and the applicability of Modified Payment upon Acceleration (and, if so, the Issue Price).

9.

Whether such Note is to be a Listed Note and, if so, the stock exchange, competent listing authority and/or quotation system on or by which it is to be listed, quoted and/or traded.

10.

Whether such Book-Entry Note is to be registered in the name of a nominee of DTC or a nominee of the Common Depositary.

11.

Whether the Notes are senior notes or subordinated notes.

12.

Any other applicable Terms.

B.

The Company will advise the Trustee by telephone or electronic transmission (confirmed in writing at any time on the same date) of the information set forth in Settlement Procedure “A” above. In the case of DTC Book-Entry Notes, the Trustee will assign a CUSIP number to the Global Security representing such Note and will notify the Company and the Agent of such CUSIP number by telephone as soon as practicable. In the case of other Book-Entry Notes, the Trustee will telephone each of Clearstream, Luxembourg and Euroclear with a request for an ISIN number and Common Code for the Book-Entry Notes represented by each Global Security deposited with the Common Depositary and will notify the Company and the Agent of such ISIN number and Common Code by telephone as soon as practicable.

C.

If such Note is a DTC Book-Entry Note, the Trustee will enter a pending deposit message through DTC’s Participant Terminal System, providing the following settlement information to DTC, the relevant Agent and Standard & Poor’s Corporation:

1.

The information set forth in Settlement Procedure “A”.

2.

The Initial Interest Payment Date for such Note, the number of days by which such date succeeds the related DTC Record Date (which in the case of Floating Rate Notes which reset daily or weekly, shall be the date five calendar days immediately preceding the applicable Interest Payment Date and, in the case of all other Notes, shall be the Record Date as defined in the Note) and, if known, amount of interest payable on such Initial

Interest Payment Date.

3.

The CUSIP number of the Global Security representing such Note, together with any corresponding Clearstream, Luxembourg and/or Euroclear ISIN and Common Code numbers.

4.

Whether such Global Security will represent any other Book-Entry Note (to the extent known at such time).

5.

Whether such Note is an Amortizing Note (by an appropriate notation in the comments field of DTC’s Participant Terminal System).

6.

The number of Participant accounts to be maintained by DTC on behalf of the Agents and the Trustee.

D.

The Trustee will complete and authenticate the Global Security representing such Note.

E.

DTC Book-Entry Notes. DTC will credit such Note to the Trustee’s participant account at DTC.

Other Book-Entry Notes. The Trustee will give instructions to Clearstream, Luxembourg and Euroclear to credit the respective amounts of Notes represented by such Global Security and held initially by such clearing system to the distribution account of the Trustee in each clearing system.

F.

DTC Book-Entry Notes. The Trustee will enter a deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Note to the Trustee’s participant account and credit such Note to the relevant Agent’s participant account and (ii) debit such Agent’s settlement account and credit the Trustee’s settlement account for an amount equal to the price of such Note less such Agent’s commission, if any. The entry of such a deliver order shall constitute a representation and warranty by the Trustee to DTC that the Global Security representing such DTC Book-Entry Note has been issued and authenticated.

Other Book-Entry Notes. At settlement, the Trustee will instruct Clearstream, Luxembourg and Euroclear to debit, on the settlement date, from the distribution account of the Trustee in such clearing system, the principal amount of Notes with respect to which the Agent has solicited an offer to purchase and to credit, on the settlement date, such principal amount to the account of the Agent with the relevant clearing system against payment of the purchase price of such Notes.

G.

In the case of DTC Book-Entry Notes, unless the relevant Agent purchased such Note as principal, such Agent will enter a deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Note to such Agent’s participant account and credit such Note to the participant accounts of the Participants with respect to such Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of such Agent for an amount equal to the price of such Note.

H.

In the case of DTC Book-Entry Notes, transfers of funds in accordance with deliver orders described in Settlement Procedures “F” and “G” will be settled in accordance with operating procedures in effect on the settlement date.

I.

The Trustee will credit to the account of the Company maintained in the Specified Currency and notified to the Trustee from time to time in writing, in funds available for immediate use, the amount transferred to the Trustee in accordance with Settlement Procedure “F”.

J.

Unless the relevant Agent purchased such Note as principal, such Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participants with respect to

such Note a confirmation order or orders through DTC’s institutional delivery system or by mailing a written confirmation to such purchaser.

K.

Monthly, the Trustee will send to the Company a statement setting forth the principal amount of Notes outstanding as of that date under the Indentures and setting forth a brief description of any sales of which the Company has advised the Trustee but which have not yet been settled.

Settlement
Procedures
Timetable:

For sales by the Company of Book-Entry Notes to or through an Agent for settlement on the first Business Day after the sale date, Settlement Procedures “A” through “J” set forth above shall be completed as soon as possible but not later than the respective times (New York City time in the case of DTC Book-Entry Notes; local time in the case of any other Book-Entry Notes) set forth below:

Settlement
Procedure

Time

A.

11:00 A.M. on the sale date

B.

12:00 Noon on the sale date

C.

2:00 P.M. on the sale date

D.

9:00 A.M. on settlement date

E.

10:00 A.M. on settlement date

F.

2:00 P.M. on settlement date

G.

2:00 P.M. on settlement date

H.

4:45 P.M. on settlement date

I-J

5:00 P.M. on settlement date

If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures “A”, “B” and “C” shall be completed as soon as practicable but no later than 11:00 A.M., 12 Noon and 2:00 P.M., respectively, on the first Business Day after the sale date. If the Initial Interest Rate for a Floating Rate Book-Entry Note has not been determined at the time that Settlement Procedure “A” is completed, Settlement Procedure “B” and “C” shall be completed as soon as such rate has been determined but no later than 12 Noon and 2:00 P.M., respectively, on the second Business Day before the settlement date. In the case of Book-Entry Notes other than DTC Book-Entry Notes, Settlement Procedure “D”, “E” and “F” shall be completed at the corresponding times on the Business Day before the settlement date. Settlement Procedure “H” is subject to extension in accordance with any extension of Fed wire closing deadlines and in the other events specified in the operating procedures in effect on the settlement date. In the case of Book-Entry Notes, other than DTC Book-Entry Notes, in a Specified Currency other than U.S. dollars where same day settlement is ordinarily not possible, Settlement Procedure “I” shall be completed at the corresponding time on the Business Day before the settlement date. In the case of DTC Book-Entry Notes, if settlement of a Book-Entry Note is rescheduled or cancelled, the Trustee, after receiving notice from the Company or the Agent, will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date.

Failure to Settle:

DTC Book-Entry Notes. If the Trustee fails to enter a deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure “F”, the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the Trustee’s participant account, provided that the Trustee’s participant account contains a principal amount of the Global Security representing such Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Security, the Trustee will mark such Global Security “cancelled,” make appropriate entries in the Trustee’s records and send such cancelled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Note or Notes and shall be cancelled immediately after issuance and the other of which shall represent the remaining Book-Entry

Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security.

If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the relevant Agent may enter deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to Settlement Procedures “F” and “G”, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph.

Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its operating procedures then in effect.

In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures “D” and “F”, for the authentication and issuance of a Global Security representing the Book-Entry Notes to be represented by such Global Security and will make appropriate entries in its records.

Other Book-Entry Notes. If the Agent shall have advanced its own funds for payment against subsequent receipt of funds from a purchaser and such purchaser shall fail to make payment for a Note, the Agent will promptly notify the Company, the Trustee, the Common Depositary, Clearstream, Luxembourg and Euroclear, in each case by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the Company shall promptly instruct the Trustee to cancel such purchaser’s interest in the Global Security representing such Note. Upon confirmation from the Trustee in writing (which may be given by telex or telecopy) that the Trustee has cancelled such purchaser’s interest in the Global Security and confirmation from the Agent in writing (which may be given by telex or telecopy) that the Agent has not received payment from such purchaser for the Note, the Company will promptly pay to the Agent an amount in immediately available funds equal to the amount previously paid by the Agent in respect of such Note. Such payment will be made on the settlement date, if possible, and in any event not later than 12:00 Noon (local time) on the Business Day following the settlement date. The Trustee, Common Depositary, Clearstream, Luxembourg and Euroclear will make or cause to be made such revisions or notations to the Global Security and their other records as are necessary to reflect the cancellation of such portion of the Global Security.

Notice of Issuance
to the London
Stock Exchange:

The Company will provide information with respect to each tranche of Notes to be listed on the UKLA and admitted to trading by the London Stock Exchange to such Exchange and will advise the Trustee in writing as to the effectiveness of the listing of such Notes by the close of business on the related settlement date. To the extent required by the London Stock Exchange, the Agent will provide the Company with secondary market information regarding any tranche of Notes listed on the UKLA and admitted to trading by the London Stock Exchange and the Company will provide such information to the London Stock Exchange.

Issuance:

Each Certificated Note will be dated and issued as of the date of its authentication by the Trustee. Each Certificated Note will bear an Original Issue Date, which will be (i) with respect to an original Certificated Note (or any portion thereof), its original issuance date (which will be the settlement date) and (ii) with respect to any Certificated Note (or portion thereof) issued subsequently upon transfer or exchange of a Certificated Note or in lieu of a destroyed, lost or stolen Certificated Note, the original issuance date of the predecessor Certificated Note, regardless of the date of authentication of such subsequently issued Certificated Note.

Registration:

Certificated Notes will be issued only in fully registered form without coupons.

Transfers and
Exchanges:

A Certificated Note may be presented for transfer or exchange at the corporate trust office of the Trustee. Certificated Notes will be exchangeable for other Certificated Notes having identical terms but different denominations without service charge. Certificated Notes will not be exchangeable for Book-Entry Notes.

Maturities:

Each Certificated Note will mature on a date from nine months to 60 years from its date of issue.

Currency:

The currency denomination with respect to any Certificated Note and the payment of interest and the repayment of principal with respect to any such Certificated Note shall be as set forth therein and in the applicable Pricing Supplement.

Denominations:

The denomination of any Certificated Note will be a minimum of 100,000 units of the Specified Currency or an integral multiple of 1,000 units of such Specified Currency in excess thereof, unless otherwise specified in the applicable Pricing Supplement.

Interest:

General. Interest on each Certificated Note will accrue from the Original Issue Date of such Note for the first interest period and from the most recent date to which interest has been paid for all subsequent interest periods. Each payment of interest on a Certificated Note will include interest accrued to but excluding the Interest Payment Date; provided that in the case of Floating Rate Notes which reset daily or weekly, interest payments will include interest accrued to and including the Record Date immediately preceding the Interest Payment Date, except that at maturity or earlier redemption or repayment, the interest payable will include interest accrued to, but excluding, the Maturity Date or the date of redemption or repayment, as the case may be.

Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure “A” below, interest payments on Fixed Rate Certificated Notes, other than Amortizing Notes, will be made semiannually on March 15 and September 15 of each year (or, if so indicated in such Note, annually on September 15 of each year) and at maturity or upon any earlier redemption or repayment and Certified Amortizing Notes will pay principal and interest semiannually each March 15 and September 15, or quarterly each March 15, June 15, September 15, and December 15, and at maturity or upon any earlier redemption or repayment; provided, however, that in the case of Certificated Fixed Rate Notes issued between a Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date.

Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semiannually or annually. Interest will be payable, in the case of Floating Rate Certificated Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified pursuant to settlement procedure “A” below; in the case of Notes with a quarterly interest Payment Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified pursuant to Settlement Procedure “A” below; and in the case of Notes with an annual Interest Reset Date, on the third Wednesday of the month specified pursuant to Settlement Procedure “A” below; provided, however, that if an Interest Payment Date for Floating Rate Certificated Notes (other than an Interest Payment Date that falls on a Maturity Date or a redemption or repayment date) would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Notes, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Notes, except that in the case of a LIBOR Note if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided, further, that in the case of a Floating Rate Certificated Note issued between a Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date.

Calculation of Interest:

Fixed Rate Certificated Notes. Interest on Fixed Rate Certificated Notes (including interest for partial periods) will be calculated on the basis of a year of twelve thirty-day months unless otherwise specified in the applicable pricing supplement.

Floating Rate Certificated Notes. Interest rates on Floating Rate Certificated Notes will be determined as set forth in the form of such Notes. Interest on Floating Rate Certificated Notes will be calculated on the basis of actual days elapsed and a year of 360 days except that in the case of Treasury Rate Notes, interest will be calculated on the basis of the actual number of days in the year unless otherwise specified in the applicable pricing supplement.

Payments of
Principal and
Interest:

The Trustee will pay the principal amount of each Certificated Note at maturity or upon redemption or repayment upon presentation and surrender of such Note to the Trustee. Such payment, together with payment of interest due at maturity or upon redemption or repayment of such Note, will be made in funds available for immediate use by the Trustee and in turn by the holder of such Note. Certificated Notes presented for payment to the Trustee at maturity or upon redemption or repayment will be cancelled by the Trustee and delivered to the Company with a certificate of cancellation. All interest payments on a Certificated Note (other than interest due at maturity or upon redemption or repayment) will be made by check drawn on the Trustee (or another person appointed by the Trustee) and mailed by the Trustee to the person entitled thereto as provided in such Note and the applicable Indenture; provided, however, that the holder of $5,000,000 or more of Notes having the same Interest Payment Date will be entitled to receive payment by wire transfer of immediately available funds. Following each Record Date, the Trustee will furnish the Company with a list of interest payments to be made on the following Interest Payment Date for each Certificated Note and in total for all Certificated Notes. Interest at maturity or upon redemption or repayment will be payable to the person to whom the payment of principal is payable. The Trustee will provide monthly to the Company lists of principal and interest, to the extent ascertainable, to be paid on Certificated Notes maturing or to be redeemed in the next month. The Trustee will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law.

If any Interest Payment Date or the Maturity Date or redemption or repayment date of a Fixed Rate Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest on such payment for the period from and after such Interest Payment Date, Maturity Date or redemption or repayment date, as the case may be. If any Interest Payment Date or the Maturity Date or redemption or repayment date for any Certificated Floating Rate Note would fall on a day that is not a Business Day with respect to such Note, such Interest Payment Date, Maturity Date or redemption or repayment date will be the following day that is a Business Day with respect to such Note (and no interest shall accrue for the intervening period), except that, in the case of a Certificated LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day with respect to such Certificated LIBOR Note.

Preparation of
Pricing Supplement:

If any order to purchase a Certificated Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a “Pricing Supplement”) reflecting the terms of such Note and will arrange to file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424 under the Act, and, (i) in the case of Notes to be listed on the UKLA and admitted to trading by the London Stock Exchange, will file a prospectus complying with Directive 2003/71/EC (the “Prospectus Directive”) incorporating such Pricing Supplement with the London Stock Exchange or (ii) in the case of other Listed Notes, in accordance with the relevant Listing Rules, will deliver the number of copies of such Pricing Supplement (or other offering document conforming to and in compliance with applicable rules and regulations) to the relevant Agent as such Agent shall request by the close of business on the following Business Day. The relevant Agent will cause such Pricing Supplement to be delivered to the purchaser of the Note.

In each instance that a Pricing Supplement is prepared, the Agents receiving such Pricing Supplement will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements, and the Prospectuses to which they are attached (other than those retained for files), will be destroyed.

Settlement:

The receipt by the Company of immediately available funds in exchange for an authenticated Certificated Note delivered to the relevant Agent and such Agent’s delivery of such Note against receipt of immediately available funds shall constitute “settlement” with respect to such Note. All offers accepted by the Company will be settled on or before the fifth Business Day next succeeding the date of acceptance

pursuant to the timetable for settlement set forth below, unless the Company and the purchaser agree to settlement on another date.

Settlement
Procedures:

Settlement Procedures with regard to each Certificated Note sold by the Company to or through an Agent shall be as follows:

A.

The relevant Agent will advise the Company by telephone that such Note is a Certificated Note and of the following settlement information:

1.

Name in which such Note is to be registered (“Registered Owner”).

2.

Address of the Registered Owner and address for payment of principal and interest.

3.

Taxpayer identification number of the Registered Owner (if available).

4.

Principal amount and Series.

5.

Maturity Date.

6.

In the case of a Fixed Rate Certificated Note, the Interest Rate, the applicability of Annual Interest Payments and whether such Note is an Amortizing Note and, if so, the amortization schedule, or, in the case of a Floating Rate Certificated Note, the Initial Interest Rate (if known at such time), Interest Payment Dates, Interest Payment Period, Calculation Agent, Base Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any), and the Alternate Rate Event Spread (if any).

7.

Redemption or repayment provisions, if any.

8.

Settlement date and time.

9.

Price.

10.

Agent’s commission, if any, determined as provided in the Agreement.

11.

Denominations.

12.

Specified Currency.

13.

Whether the Note is an OID Note, and if it is an OID Note, the total amount of OID, the yield to maturity, the initial accrual period OID and the applicability of Modified Payment upon Acceleration (and, if so, the Issue Price).

14.

Whether the Note is an Indexed Note, and if it is an Indexed Note, the Indexed Currency, the Currency Base Rate and the Determination Agent.

15.

Whether the Note is a Dual Currency Note, and if it is a Dual Currency Note, the Face Amount Currency, the Optional Payment Currency, the Designated Exchange Rate, the Option Election Dates and the Option Value Calculation Agent.

16.

Whether such Notes is to be a Listed Note and, if so, the stock exchange, competent listing authority and/or quotation system on or by which it is to be listed, quoted and/or traded.

17.

Whether the Notes are senior notes or subordinated notes.

18.

Any other applicable terms.

B.

The Company will advise the Trustee by telephone or electronic transmission (confirmed in writing at any time on the sale date) of the information set forth in Settlement Procedure “A” above.

C.

The Company will have delivered to the Trustee a pre-printed four ply packet for such Note, which packet will contain the following documents in forms that have been approved by the Company, the relevant Agent and the Trustee:

1.

Note with customer confirmation.

2.

Stub One - For the Trustee.

3.

Stub Two - For the relevant Agent.

4.

Stub Three - For the Company.

D.

The Trustee will complete such Note and authenticate such Note and deliver it (with the confirmation) and Stubs One and Two to the relevant Agent, and such Agent will acknowledge receipt of the Note by stamping or otherwise marking Stub One and returning it to the Trustee. Such delivery will be made only against such acknowledgment of receipt and evidence that instructions have been given by such Agent for payment to the U.S. dollar account of the Company maintained at the Trustee, New York, New York (or, with respect to Notes payable in a Specified Currency other than U.S. dollars, to an account maintained at a Trustee selected by the Company notified to the relevant Agent from time to time in writing,) in funds available for immediate use, of an amount equal to the price of such Note less such Agent’s commission, if any. In the event that the instructions given by such Agent for payment to the account of the Company are revoked, the Company will as promptly as possible wire transfer to the account of such Agent an amount of immediately available funds equal to the amount of such payment made.

E.

Unless the relevant Agent purchased such Note as principal, such Agent will deliver such Note (with confirmation) to the customer against payment in immediately payable funds. Such Agent will obtain the acknowledgment of receipt of such Note by retaining Stub Two.

F.

The Trustee will send Stub Three to the Company by first-class mail. Periodically, the Trustee will also send to the Company a statement setting forth the principal amount of the Notes Outstanding as of that date under the Indentures and setting forth a brief description of any sales of which the Company has advised the Trustee but which have not yet been settled.

Settlement
Procedures
Timetable:

For sales by the Company of Certificated Notes to or through an Agent, Settlement Procedures “A” through “F” set forth above shall be completed on or before the respective times (New York City time) set forth below:

Settlement
Procedure

Time

A.

2:00 P.M. on day before settlement date

B.

3:00 P.M. on day before settlement date

C-D

2:15 P.M. on settlement date

E

3:00 P.M. on settlement date

F

5:00 P.M. on settlement date

Failure to Settle:

If a purchaser fails to accept delivery of and make payment for any Certificated Note, the relevant Agent will notify the Company and the Trustee by telephone and return such Note to the Trustee. Upon receipt

of such notice, the Company will immediately wire transfer to the account of such Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by such Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse such Agent or the Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the Trustee will mark such Note “cancelled,” make appropriate entries in the Trustee’s records and send such Note to the Company.

Notice of Issuance
to the London
Stock Exchange:

The Company will provide information with respect to each tranche of Notes to be listed on the UKLA and admitted to trading by the London Stock Exchange to such Exchange and will advise the Trustee in writing as to the effectiveness of the listing of such Notes by the close of business on the related settlement date. To the extent required by the London Stock Exchange, the Agent will provide the Company with secondary market information regarding any tranche of Notes listed on the UKLA and admitted to trading on the London Stock Exchange and the Company will provide such information to the London Stock Exchange as required under applicable rules.

          The representations and warranties of the Company contained in [For Commencement Date and Settlement Dates: Section 1(a)] of the Distribution Agreement are true and correct on and as of the date hereof, as if made on and as of such date and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Distribution Agreement at or prior to the date hereof; and

          There has been no material adverse change in the condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Prospectus and the Pricing Disclosure Material.

          Capitalized terms used in this certificate have the meanings ascribed to them in the Distribution Agreement.

[NAME]

[TITLE]