The prospectus supplement may also list additional situations for terminating a global
security that would apply only to the particular series of Debt Securities covered by the prospectus supplement. When a global security terminates, the depositary, not us or the trustee, is responsible for determining the names of the institutions
that will be the initial direct holders.
In the remainder of this description and in the descriptions of the terms of the Debt
Securities, you means direct holders and not street name or other indirect holders.
Form, Exchange and Transfers
The Debt Securities will be issued only in fully registered form, without interest coupons, and unless otherwise indicated in the prospectus
supplement, in denominations of $1,000 and any integral multiples of $1,000.
You may have your Debt Securities broken into more Debt
Securities of smaller denominations or combined into fewer Debt Securities of larger denominations as long as the total principal amount of the series is not changed. This is called an exchange.
You may exchange or transfer Debt Securities at the office of the trustee. You will not be required to pay a service charge to transfer or
exchange Debt Securities, but you may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange will only be made if the entity performing the role of maintaining the list of
registered direct holders, which is called the security registrar, is satisfied with your proof of ownership.
The security
registrar also serves as the transfer agent to perform transfers. The trustee will act as the security registrar and transfer agent. We may change this appointment to another entity or perform it ourselves. If we have designated other or additional
registrars or transfer agents, they will be named in the prospectus supplement. We may cancel the designation of any particular registrar or transfer agent. We may also approve a change in the office through which any registrar or transfer agent
acts.
If the Debt Securities of any series are redeemable and we redeem less than all of them, we may block the transfer or exchange of
Debt Securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or
exchanges of Debt Securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any Debt Security being partially redeemed.
If a Debt Security is issued as a global security, only the depositary will be entitled to transfer and exchange the Debt Security as
described in this section since the depositary will be the sole holder of the Debt Security. See Legal Ownership; Street Name and Indirect Holders; Global Securities above.
Payment and Paying Agents
Unless we say
otherwise in the applicable prospectus supplement, we will pay interest to you if you are a registered holder listed in the trustees records at the close of business on a particular day in advance of each due date for interest, even if you no
longer own the Debt Security on the interest due date. That particular day is called the regular record date and will be stated in the prospectus supplement.
Holders buying and selling Debt Securities must work out between them how to compensate for the fact that we will pay all the interest for an
interest period to the registered holder on the regular record date. The most common manner is to adjust the sales price of the Debt Securities to apportion interest fairly between buyer and seller.
We will pay interest, principal and any other money due on the Debt Securities at the corporate trust office of the trustee (which initially
will also act as paying agent) in St. Paul, Minnesota. That office is currently located at 60 Livingston Avenue, St. Paul, Minnesota 55107. You must make arrangements to have your payments picked up at or wired from that office. We may also choose
to pay interest by mailing checks directly to the registered holders at their address appearing in the security register.
We may also
arrange for additional payment offices, and may cancel or change these offices, including our use of the trustees corporate trust office. We may also authorize paying agents other than the trustee to make payments on the notes on our behalf,
including choosing to act as our own paying agent. We must notify the trustee of changes in the paying agents for any particular series of Debt Securities.
Regardless of who acts as paying agent, all money paid by us to a paying agent that remains unclaimed at the end of two years after the amount
becomes due to direct holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee or any other paying agent.
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