Common use of Regular Record Dates Clause in Contracts

Regular Record Dates. Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date for a Note shall be (a) for Book-Entry Notes, one Business Day (in Charlotte and New York City) (a “U.S. Business Day”) prior to the relevant Interest Payment Date and (b) for Certificated Notes, the date 15 calendar days (whether or not a U.S. Business Day) preceding the relevant Interest Payment Date. Interest Payment Dates. Interest payments will be made on each Interest Payment Date specified in the applicable Pricing Supplement, commencing with the first Interest Payment Date following the Original Issue Date. If an Interest Payment Date or the Maturity Date with respect to any Note falls on a day that is not a Business Day (under the definition set forth in the Pricing Supplement applicable to the particular Notes), the payment required to be made on such Interest Payment Date will be made on the appropriate date as provided in the Prospectus, the applicable Pricing Supplement and/or the applicable Note. Interest payable on an Interest Payment Date (other than the Maturity Date) will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date, except that the first payment of interest on a Note with an Original Issue Date between a Regular Record Date and an Interest Payment Date (or on an Interest Payment Date) will be payable to the registered Holder as of the next succeeding Regular Record Date, on the Interest Payment Date following such succeeding Regular Record Date. Interest payable at the Maturity Date will be payable to the person to whom the principal of such Note is payable. Amortizing Notes. The Company may issue Fixed Rate Notes which provide for periodic installment payments of principal and interest according to an amortization table, which shall be prepared by the Company and described in the applicable Pricing Supplement. For any Notes that are not represented by a Master Note, the amortization table shall be attached to the applicable Notes at the time of issuance.

Regular Record Dates. Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date for a Note shall be (a) for Book-Entry Notes, one Business Day (in Charlotte and New York City) (a “U.S. Business Day”) prior to the relevant Interest Payment Date and (b) for Certificated Notes, the date 15 calendar days (whether or not a U.S. Business Day) preceding the relevant Interest Payment Date. Interest Payment Dates. Interest payments will be made on each Interest Payment Date specified in the applicable Pricing Supplement, commencing with the first Interest Payment Date following the Original Issue Date. If an Interest Payment Date or the Maturity Date with respect to any Note falls on a day that is not a Business Day (under the definition set forth in the Pricing Supplement Prospectus applicable to the particular Notes), the payment required to be made on such Interest Payment Date will be made on the appropriate date as provided in the Prospectus, the applicable Pricing Supplement and/or the applicable Note. Interest payable on an Interest Payment Date (other than the Maturity Date) will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date, except that the first payment of interest on a Note with an Original Issue Date between a Regular Record Date and an Interest Payment Date (or on an Interest Payment Date) will be payable to the registered Holder as of the next succeeding Regular Record Date, on the Interest Payment Date following such succeeding Regular Record Date. Interest payable at the Maturity Date will be payable to the person to whom the principal of such Note is payable. Amortizing Notes. The Company may issue Fixed Rate Notes which provide for periodic installment payments of principal and interest according to an amortization table, which shall be prepared by the Company and described in the applicable Pricing Supplement. For any Notes that are not represented by a Master Note, the amortization table shall be attached to the applicable Notes at the time of issuanceissuance and described in the applicable Pricing Supplement.

Regular Record Dates. Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date for a Note shall be (a) for Book-Entry NotesNotes denominated in U.S. dollars, one Business Day (in Charlotte and New York City) (a “U.S. Business Day”) prior to the relevant Interest Payment Date and (b) for Certificated NotesNotes or Book-Entry Notes denominated in a currency other than U.S. dollars, the date 15 calendar days (whether or not a U.S. Business Day) preceding the relevant Interest Payment Date. Interest Payment Dates. Interest payments will be made on each Interest Payment Date specified in the applicable Pricing Supplement, commencing with the first Interest Payment Date following the Original Issue Date. If an Interest Payment Date or the Maturity Date with respect to any Note falls on a day that is not a Business Day (under the definition set forth in the Pricing Supplement applicable to the particular Notes), the payment required to be made on such Interest Payment Date will be made on the appropriate date as provided in the Prospectus, the applicable Pricing Supplement and/or the applicable Note. Interest payable on an Interest Payment Date (other than the Maturity Date) will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date, except that the first payment of interest on a Note with an Original Issue Date between a Regular Record Date and an Interest Payment Date (or on an Interest Payment Date) will be payable to the registered Holder as of the next succeeding Regular Record Date, on the Interest Payment Date following such succeeding Regular Record Date. Interest payable at the Maturity Date will be payable to the person to whom the principal of such Note is payable. Amortizing Notes. The Company may issue Fixed Fixed-Rate Notes which provide for periodic installment payments of principal and interest according to an amortization table, which shall be prepared by the Company and described in the applicable Pricing Supplement. For any Notes that are not represented by a Master Note, the amortization table shall be attached to the applicable Notes Global Note at the time of issuance.

Regular Record Dates. Unless otherwise specified indicated in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date (i) for a Floating Rate Note shall be (a) for Book-Entry Notes, one the Business Day (in Charlotte and New York City) (a “U.S. Business Day”) prior to the relevant immediately preceding such Interest Payment Date and (bii) for Certificated Notes, a Fixed Rate Note or Indexed Rate Note shall be the date 15 calendar days (whether or not a U.S. Business Day) preceding the relevant Interest Payment Date. Interest Payment Dates. Interest payments will be made on each Interest Payment Date specified in the applicable Pricing Supplement, commencing with the first Interest Payment Date following the Original Issue Date. If an Interest Payment Date or the Maturity Date with respect to any Note falls on a day that is not a Business Day (under the definition set forth in the Pricing Supplement applicable to the particular Notes), the payment required to be made on such Interest Payment Date will be made on the appropriate date as provided in the Prospectus, the applicable Pricing Supplement and/or the applicable Note. Interest payable on an Interest Payment Date (other than the Maturity Date) will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next fifteen calendar days immediately preceding such Interest Payment Date. Payments of Citibank will pay the principal amount of Interest: each Certificated Note at Maturity or upon redemption upon presentation and surrender of such Note to Citibank. Such payment, except that the first together with payment of interest due at Maturity or upon redemption of such Note, will be made in funds available for immediate use by Citibank and in turn by the holder of such Note. Certificated Notes presented to Citibank at Maturity or upon redemption for payment will be canceled and destroyed by Citibank, and a certificate of destruction will be delivered to the Company. All interest payments on a Certificated Note with an Original Issue Date between a (other than interest due at Maturity or upon redemption) will be made by check drawn on Citibank (or another person appointed by Citibank) and mailed by Citibank to the person entitled thereto as provided in such Note and the applicable Indenture; provided, however, that any holder of $10,000,000 or more of Notes having the same Interest Payment Dates will, upon written request prior to the Regular Record Date and an Interest Payment Date (or on in respect of an Interest Payment Date) will , be payable entitled to the registered Holder as receive payment by wire transfer of the next succeeding immediately available funds. Following each Regular Record Date, Citibank will furnish the Company with a list of interest payments to be made on the following Interest Payment Date following such succeeding Regular Record Datefor each Certificated Note and in total for all Certificated Notes. Interest payable at the Maturity Date or upon redemption will be payable to the person to whom the payment of principal of such Note is payable. Amortizing NotesCitibank 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. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Certificated Note will be determined and withheld by Citibank. The Company may issue Fixed Rate will be responsible for withholding taxes on interest paid on Certificated Notes which provide as required by applicable law. If any Interest Payment Date for periodic installment payments or the Maturity of principal and interest according to an amortization tablea Certificated Note is not a Business Day, which the payment due on such day shall be prepared made on the next succeeding Business Day and no interest shall accrue on account of such delayed payment. In the case of a Floating Rate Note that is a LIBOR note or a EURIBOR note (each as described in the Prospectus), if postponement to the next business day would cause the interest payment date to be in the next succeeding calendar month, the Interest Payment Date will instead be the immediately preceding Business Day. Procedure for Rate The Company and the Agent will discuss from Setting and Posting: time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Company, Rejection of Orders: the Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by the Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and described the Agent, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee for such Certificated Note will have adequate time to prepare and authenticate such Note. Preparation of Pricing If any order to purchase a Certificated Note Supplement: is accepted by or on behalf of the Company, the Company will prepare a Pricing Supplement reflecting the terms of such Certificated Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file the Pricing Supplement with the NASD. The Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following addresses by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: Citigroup Global Markets Inc., Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 (with a copy transmitted by telecopy to (000) 000-0000, Attention: Xxxxxxxxx Xxxxx). In each instance that a Pricing Supplement is prepared, the Presenting Agent 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. Suspension of Subject to the Company's representations, Solicitation; warranties and covenants contained in the applicable Pricing Supplement. For any Notes that are not represented by a Master NoteAmendment or Distribution Agreement, the amortization table Company may Supplement: instruct the Agent to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be attached to any orders outstanding for settlement, the applicable Notes Company will promptly advise the Agent and the Trustees whether such orders may be settled and whether copies of the Prospectus as in effect at the time of issuancethe suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of A copy of the Prospectus and a Pricing Prospectus: Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Certificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agent between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. The Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than the Agent).

Regular Record Dates. Unless otherwise specified indicated in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date (i) for a Floating Rate Note shall be (a) for Book-Entry Notes, one the Business Day (in Charlotte and New York City) (a “U.S. Business Day”) prior to the relevant immediately preceding such Interest Payment Date and (bii) for Certificated Notes, a Fixed Rate Note or Indexed Rate Note shall be the date 15 calendar days (whether or not a U.S. Business Day) preceding the relevant Interest Payment Date. Interest Payment Dates. Interest payments will be made on each Interest Payment Date specified in the applicable Pricing Supplement, commencing with the first Interest Payment Date following the Original Issue Date. If an Interest Payment Date or the Maturity Date with respect to any Note falls on a day that is not a Business Day (under the definition set forth in the Pricing Supplement applicable to the particular Notes), the payment required to be made on such Interest Payment Date will be made on the appropriate date as provided in the Prospectus, the applicable Pricing Supplement and/or the applicable Note. Interest payable on an Interest Payment Date (other than the Maturity Date) will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next fifteen calendar days immediately preceding such Interest Payment Date. Payments of Citibank will pay the principal amount of each Interest: Certificated Note at Maturity or upon redemption upon presentation and surrender of such Note to Citibank. Such payment, except that the first together with payment of interest due at Maturity or upon redemption of such Note, will be made in funds available for immediate use by Citibank and in turn by the holder of such Note. Certificated Notes presented to Citibank at Maturity or upon redemption for payment will be canceled and destroyed by Citibank, and a certificate of destruction will be delivered to the Company. All interest payments on a Certificated Note with an Original Issue Date between a (other than interest due at Maturity or upon redemption) will be made by check drawn on Citibank (or another person appointed by Citibank) and mailed by Citibank to the person entitled thereto as provided in such Note and the applicable Indenture; provided, however, that any holder of $10,000,000 or more of Notes having the same Interest Payment Dates will, upon written request prior to the Regular Record Date and an Interest Payment Date (or on in respect of an Interest Payment Date) will , be payable entitled to the registered Holder as receive payment by wire transfer of the next succeeding immediately available funds. Following each Regular Record Date, Citibank will furnish the Company with a list of interest payments to be made on the following Interest Payment Date following such succeeding Regular Record Datefor each Certificated Note and in total for all Certificated Notes. Interest payable at the Maturity Date or upon redemption will be payable to the person to whom the payment of principal of such Note is payable. Amortizing NotesCitibank 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. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Certificated Note will be determined and withheld by Citibank. The Company may issue Fixed Rate will be responsible for withholding taxes on interest paid on Certificated Notes which provide as required by applicable law. If any Interest Payment Date for periodic installment payments or the Maturity of principal and interest according to an amortization tablea Certificated Note is not a Business Day, which the payment due on such day shall be prepared made on the next succeeding Business Day and no interest shall accrue on account of such delayed payment. In the case of a Floating Rate Note that is a LIBOR note or a EURIBOR note (each as described in the Prospectus), if postponement to the next business day would cause the interest payment date to be in the next succeeding calendar month, the Interest Payment Date will instead be the immediately preceding Business Day. Procedure for Rate The Company and the Agent will discuss from time to Setting and Posting: time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Company, the Rejection of Orders: Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by the Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and described the Agent, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee for such Certificated Note will have adequate time to prepare and authenticate such Note. Preparation of Pricing If any order to purchase a Certificated Note is Supplement: accepted by or on behalf of the Company, the Company will prepare a Pricing Supplement reflecting the terms of such Certificated Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file the Pricing Supplement with the NASD. The Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following addresses by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: Citigroup Global Markets Inc., Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 (with a copy transmitted by facsimile to (000) 000-0000, Attention: Xxxx Xxxxxxxxx). In each instance that a Pricing Supplement is prepared, the Presenting Agent 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. Suspension of Subject to the Company's representations, Solicitation; warranties and covenants contained in the applicable Pricing Supplement. For any Notes that are not represented by a Master NoteAmendment or Distribution Agreement, the amortization table Company may instruct Supplement: the Agent to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be attached to any orders outstanding for settlement, the applicable Notes Company will promptly advise the Agent and the Trustees whether such orders may be settled and whether copies of the Prospectus as in effect at the time of issuancethe suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of A copy of the Prospectus and a Pricing Supplement Prospectus: relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Certificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agent between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. The Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than the Agent).

Regular Record Dates. Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date for a Note shall be (a) for Book-Entry NotesNotes denominated in U.S. dollars, one Business Day (in Charlotte and New York City) (a “U.S. Business Day”) prior to the relevant Interest Payment Date and (b) for Certificated NotesNotes or Book-Entry Notes denominated in a currency other than U.S. dollars, the date 15 calendar days (whether or not a U.S. Business Day) preceding the relevant Interest Payment DateDate as originally scheduled to occur. Interest Payment Dates. Interest payments will be made on each Interest Payment Date specified in the applicable Pricing Supplement, commencing with the first Interest Payment Date following the Original Issue Date. If an Interest Payment Date or the Maturity Date with respect to any Note falls on a day that is not a Business Day (under the definition set forth in the Pricing Supplement applicable to the particular Notes), the payment required to be made on such Interest Payment Date will be made on the appropriate date as provided in the Prospectus, the applicable Pricing Supplement and/or the applicable Note. Interest payable on an Interest Payment Date (other than the Maturity Date) will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date, except that the first payment of interest on a Note with an Original Issue Date between a Regular Record Date and an Interest Payment Date (or on an Interest Payment Date) will be payable to the registered Holder as of the next succeeding Regular Record Date, on the Interest Payment Date following such succeeding Regular Record Date. Interest payable at the Maturity Date will be payable to the person to whom the principal of such Note is payable. Amortizing Notes. The Company may issue Fixed Fixed-Rate Notes which that provide for periodic installment payments of principal and interest according to an amortization table, which shall be prepared by the Company and described in the applicable Pricing Supplement. For any Notes that are not represented by a Master Note, the amortization table shall be attached to the applicable Notes Global Note at the time of issuance.

Regular Record Dates. Unless In the case of the Initial Interest Rate Period, the Record Dates will be specified in the applicable Pricing Supplement or, if not so specified, the Business Day next preceding the related Interest Payment Date. Thereafter, unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any for each Interest Payment Date for a Note shall will be (ay) for Book-Entry Notesin the case of each Short Term Rate Period, one the Business Day (in Charlotte and New York City) (a “U.S. Business Day”) prior to the relevant next preceding such Interest Payment Date Date, and (bz) for Certificated Notesin the case of each Long Term Rate Period, the date 15 calendar days 15th day (whether or not a U.S. Business Day) preceding the relevant prior to such Interest Payment Date. Interest Payment DatesINTEREST PAYMENT DATES. Interest payments will be made on each Interest Payment Date specified in the applicable Pricing Supplement, commencing with the first Interest Payment Date following the Original Issue Date. If an Interest on each Note during the Initial Interest Rate Period will be payable on the Interest Payment Date or Dates specified in the Maturity Date applicable Pricing Supplement. Thereafter, unless otherwise specified in the applicable Pricing Supplement, the Interest Payment Dates for such Note will be determined as follows: (i) interest with respect to any Note falls each Short Term Rate Period will be payable on a day that is not a the Business Day next following such Short Term Rate Period; and (under ii) interest with respect to each Long Term Rate Period will be payable no less than semiannually on such dates as are established by the definition set forth Company and the Remarketing Agent prior to the commencement of each Long Term Rate Period in the Pricing Supplement case of a fixed interest rate, and as specified in the applicable Floating Interest Rate Notice in the case of a floating interest rate. Payments of Principal and Interest (other than Special Mandatory Purchase): PAYMENTS OF INTEREST ONLY. Promptly after each Regular Record Date, the Trustee will deliver to the particular Notes), Company a written notice specifying by CUSIP number the payment required amount of interest to be made paid on such Interest Payment Date will be made each Note on the appropriate date as provided in the Prospectus, the applicable Pricing Supplement and/or the applicable Note. Interest payable on an following Interest Payment Date (other than an Interest Payment Date coinciding with the Maturity Date) and the total of such amounts. The Trustee and DTC will be confirm the amount payable on each Note on such Interest Payment Date in accordance with DTC's procedures as in effect from time to time. On or before such Interest Payment Date, the Company will pay to the person Trustee in whose name immediately available funds an amount sufficient to pay the interest then due and owing on the Notes, and upon receipt of such funds from the Company, the Trustee in turn will pay to DTC such total amount of interest due on such Notes (other than on the Maturity Date) at the times and in the manner set forth below under "Manner of Payment". PAYMENTS AT MATURITY. Not less than 15 days nor more than 60 days prior to the Maturity Date of any Note (subject to the Trustee having received prior notice of redemption, if applicable), the Trustee will deliver to the Company a written list of principal, premium, if any, and interest to be paid on each such Note. The Trustee and the Company will confirm the amounts of such principal, premium, if any, and interest payments with respect to each such Note is registered on or about the fifth Business Day preceding the Maturity Date of such Note. The Trustee and DTC will confirm such amounts in accordance with DTC's procedures as in effect from time to time. On or before the Maturity Date, the Company will pay to the Trustee in immediately available funds an amount sufficient to make the required payments, and upon receipt of such funds the Trustee in turn will pay to DTC the principal amount of Notes, together with premium, if any, and interest due on the Maturity Date, at the times and in the manner set forth below under "Manner of Payment". Promptly after payment to DTC of the principal, premium, if any, and interest due on the Maturity Date of such Note, the Trustee will cancel such Note and deliver to the Company an appropriate debit advice. On the first Business Day of each month, the Trustee will deliver to the Company a written statement indicating the total principal amount of outstanding Notes as of the close of business on the Regular Record Date next immediately preceding such Interest Payment Date, except that the first payment of interest on a Note with an Original Issue Date between a Regular Record Date and an Interest Payment Date (or on an Interest Payment Date) will be payable to the registered Holder as of the next succeeding Regular Record Date, on the Interest Payment Date following such succeeding Regular Record Date. Interest payable at the Maturity Date will be payable to the person to whom the principal of such Note is payable. Amortizing Notes. The Company may issue Fixed Rate Notes which provide for periodic installment payments of principal and interest according to an amortization table, which shall be prepared by the Company and described in the applicable Pricing Supplement. For any Notes that are not represented by a Master Note, the amortization table shall be attached to the applicable Notes at the time of issuanceBusiness Day.

Regular Record Dates. Unless otherwise specified indicated in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date (i) for a Floating Rate Note shall be (a) for Book-Entry Notes, one the Business Day (in Charlotte and New York City) (a “U.S. Business Day”) prior to the relevant immediately preceding such Interest Payment Date and (bii) for Certificated Notes, a Fixed Rate Note or Indexed Rate Note shall be the date 15 calendar days (whether or not a U.S. Business Day) preceding the relevant Interest Payment Date. Interest Payment Dates. Interest payments will be made on each Interest Payment Date specified in the applicable Pricing Supplement, commencing with the first Interest Payment Date following the Original Issue Date. If an Interest Payment Date or the Maturity Date with respect to any Note falls on a day that is not a Business Day (under the definition set forth in the Pricing Supplement applicable to the particular Notes), the payment required to be made on such Interest Payment Date will be made on the appropriate date as provided in the Prospectus, the applicable Pricing Supplement and/or the applicable Note. Interest payable on an Interest Payment Date (other than the Maturity Date) will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next fifteen calendar days immediately preceding such Interest Payment Date. Payments of Citibank will pay the principal amount of each Interest: Certificated Note at Maturity or upon redemption upon presentation and surrender of such Note to Citibank. Such payment, except that the first together with payment of interest due at Maturity or upon redemption of such Note, will be made in funds available for immediate use by Citibank and in turn by the holder of such Note. Certificated Notes presented to Citibank at Maturity or upon redemption for payment will be canceled and destroyed by Citibank, and a certificate of destruction will be delivered to the Company. All interest payments on a Certificated Note with an Original Issue Date between a (other than interest due at Maturity or upon redemption) will be made by check drawn on Citibank (or another person appointed by Citibank) and mailed by Citibank to the person entitled thereto as provided in such Note and the applicable Indenture; provided, however, that any holder of $10,000,000 or more of Notes having the same Interest Payment Dates will, upon written request prior to the Regular Record Date and an Interest Payment Date (or on in respect of an Interest Payment Date) will , be payable entitled to the registered Holder as receive payment by wire transfer of the next succeeding immediately available funds. Following each Regular Record Date, Citibank will furnish the Company with a list of interest payments to be made on the following Interest Payment Date following such succeeding Regular Record Datefor each Certificated Note and in total for all Certificated Notes. Interest payable at the Maturity Date or upon redemption will be payable to the person to whom the payment of principal of such Note is payable. Amortizing NotesCitibank 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. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Certificated Note will be determined and withheld by Citibank. The Company may issue Fixed Rate will be responsible for withholding taxes on interest paid on Certificated Notes which provide as required by applicable law. If any Interest Payment Date for periodic installment payments or the Maturity of principal and interest according to an amortization tablea Certificated Note is not a Business Day, which the payment due on such day shall be prepared made on the next succeeding Business Day and no interest shall accrue on account of such delayed payment. In the case of a Floating Rate Note that is a LIBOR note or a EURIBOR note (each as described in the Prospectus), if postponement to the next business day would cause the interest payment date to be in the next succeeding calendar month, the Interest Payment Date will instead be the immediately preceding Business Day. Procedure for Rate The Company and the Agent will discuss from time to Setting and Posting: time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Company, the Rejection of Orders: Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by the Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and described the Agent, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee for such Certificated Note will have adequate time to prepare and authenticate such Note. Preparation of Pricing If any order to purchase a Certificated Note is Supplement: accepted by or on behalf of the Company, the Company will prepare a Pricing Supplement reflecting the terms of such Certificated Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file the Pricing Supplement with the NASD. The Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following addresses by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: Salomon Smith Barney Inc., Brooklyn Army Xxxxxxxx, 000 00xx Xtreet, 8th Floor, Brooklyn, New Xxxx 00000 (xxxx x xxxx xxxxxxxxxxx xx xxxxxxxx xx (718) 765-6734, Attention: Annabelle Avilx). In each instance that x Xxxxxxx Xxxxxement is prepared, the Presenting Agent 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. Suspension of Subject to the Company's representations, warranties Solicitation; and covenants contained in the applicable Pricing Supplement. For any Notes that are not represented by a Master NoteDistribution Amendment or Agreement, the amortization table Company may instruct the Agent to Supplement: suspend at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be attached to any orders outstanding for settlement, the applicable Notes Company will promptly advise the Agent and the Trustees whether such orders may be settled and whether copies of the Prospectus as in effect at the time of issuancethe suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of A copy of the Prospectus and a Pricing Supplement Prospectus: relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Certificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agent between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. The Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than the Agent).