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respect to the proceeds from a sale of the notes. If you are a non-U.S. holder, you may have to comply with certification procedures to establish your non-U.S. status in order to avoid information reporting and backup withholding tax requirements. The certification procedures required to claim the exemption from withholding tax on interest income described above will satisfy these requirements. The amount of any backup withholding from a payment to a holder may be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the Internal Revenue Service.

EMPLOYEE RETIREMENT INCOME SECURITY ACT

A fiduciary of a pension plan or other employee benefit plan (including a governmental plan, an individual retirement account or a Keogh plan) proposing to invest in the notes should consider this section carefully.

A fiduciary of an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (commonly referred to as “ERISA”) should consider fiduciary standards under ERISA in the context of the particular circumstances of such plan before authorizing an investment in the notes. Such fiduciary should consider whether the investment is in accordance with the documents and instruments governing the plan.

In addition, ERISA and the Internal Revenue Code of 1986, as amended (the “Code”) prohibit certain transactions (referred to as “prohibited transactions”) involving the assets of a plan subject to ERISA or the assets of an individual retirement account or plan subject to Section 4975 of the Code (referred to as an “ERISA plan”), on the one hand, and persons who have certain specified relationships to the plan (“parties in interest” within the meaning of ERISA or “disqualified persons” within the meaning of the Code), on the other. If we (or an affiliate) are considered a party in interest or disqualified person with respect to an ERISA plan, then the investment in notes by the ERISA plan may give rise to a prohibited transaction. Governmental employee benefit plans may be subject to transaction or investment prohibitions or limitations under the rules applicable to such plans.

By purchasing and holding the notes, the person making the decision to invest on behalf of (or with plan assets of) an ERISA plan or a governmental employee benefit plan is representing that the purchase and holding of the notes will not result in a prohibited transaction under ERISA or the Code or other transaction or investment prohibitions or limitations under rules applicable to the plan. Therefore, an ERISA plan should not invest in the notes unless the plan fiduciary or other person acquiring securities on behalf of the ERISA plan determines that neither we nor an affiliate is a party in interest or a disqualified person or, alternatively, that an exemption from the prohibited transaction rules is available. If an ERISA plan engages in a prohibited transaction, the transaction may require “correction” and may cause the ERISA plan fiduciary to incur certain liabilities and the parties in interest or disqualified persons to be subject to excise taxes.

If you are the fiduciary of an ERISA plan, governmental plan or an insurance company or other party that is providing investment advice or other features to such a plan, and you propose to invest in the notes with the assets of the plan, you should consult your own legal counsel for further guidance. Each investor bears sole responsibility for ensuring that their purchase and holding of the notes complies with ERISA, the Code and any similar roles applicable to the investor.

PLAN OF DISTRIBUTION

Under the terms of a Selling Agent Agreement dated November 22, 2002, as amended, the notes will be offered from time to time by us to the Purchasing Agent for subsequent resale to the agents and other dealers who are broker- dealers and securities firms. The agents, including the Purchasing Agent, are parties to the Selling Agent Agreement. The notes will be offered for sale in the United States only. Dealers who are members of the selling group have

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