Ally Financial Inc S-3ASR, filed Aug 6, 2021

Per Ally Financial Term Note

Price to public

100.000%, unless otherwise specified in an applicable Pricing Supplement

Agents’ discounts and concessions

0.300% – 3.150%

Proceeds, before expenses, to Ally

96.850% – 99.700%

Ally Financial Inc. (ALLY)

S-3ASR 2021-08-06

View Original

Added on October 18, 2026

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Delaware		38-0572512
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ally Financial Term Notes Due from Nine Months to Thirty Years from Date of Issue	(1)	(1)	(1)	(1)


Jeffrey Belisle, Esq. Ally Detroit Center 500 Woodward Ave. Detroit, Michigan 48226 (866) 710-4623		John B. Meade, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4077


	Page
About This Prospectus		1
Cautionary Statement Regarding Forward-Looking Statements		2
Summary		5
Risk Factors		8
Description of Ally Financial Inc.		13
Principal Executive Offices		13
Use of Proceeds		14
Description of Ally Financial Term Notes		15
U.S. Federal Income Tax Consequences		37
Plan of Distribution		41
Information Incorporated by Reference; Where You Can Find More Information		43
Legal Opinions		44
Experts		44


Interest Payments		Interest Payment Dates
Monthly		Fifteenth day of each calendar month (or the next Business Day), commencing in the first succeeding calendar month following the month in which the Ally Financial Term Note is issued.

Quarterly		Fifteenth day of every third month (or the next Business Day), commencing in the third succeeding calendar month following the month in which the Ally Financial Term Note is issued.

Semi-annually		Fifteenth day of every sixth month (or the next Business Day), commencing in the sixth succeeding calendar month following the month in which the Ally Financial Term Note is issued.

Annually		Fifteenth day of every twelfth month (or the next Business Day), commencing in the twelfth succeeding calendar month following the month in which the Ally Financial Term Note is issued.


			Bond Equivalent Yield =			D x N x 100
			Bond Equivalent Yield =			360 – (D x M)


Securities and Exchange Commission registration fee	$	(a)
Printing and distribution expenses		(b)
Fees and expenses of Trustee		(b)
Legal fees and expenses (including FINRA / blue sky fees)		(b)
Accountants’ fees and expenses		(b)
Rating Agencies’ fees		(b)
Miscellaneous expenses		(b)

Total	$	(b)


Exhibit Number		Exhibit

1.1*		Form of Selling Agent Agreement.

4.1		Form of Indenture, dated as of September 24, 1996, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), Trustee, incorporated by reference to Registration Statement No. 333-12023 dated September 19, 1996.

4.1.1		First Supplemental Indenture, dated as of January 1, 1998, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), Trustee, incorporated by reference to Registration Statement No. 333-48207 dated March 18, 1998.

4.1.2		Second Supplemental Indenture, dated as of June 30, 2006, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), Trustee, incorporated by reference to Registration Statement No. 333-136021 dated June 30, 2006.

4.1.3		Third Supplemental Indenture, dated as of August 24, 2012, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), Trustee, incorporated by reference to Registration Statement No. 333-183535 dated August 24, 2012.

4.1.4		Fourth Supplemental Indenture, dated as of August 24, 2012, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), Trustee, incorporated by reference to Registration Statement No. 333-183535 dated August 24, 2012.

4.3.1		Form of Ally Financial Term Notes in global form (included in Exhibit 4.1).

4.3.2		Form of Series A Ally Financial Term Note in global form, incorporated by reference to Registration Statement No. 333-183535 dated August 24, 2012.

5.1*		Opinion of Ryan J. Rettmann, Esq., Counsel to Ally Financial Inc.

8.1*		Opinion of Tax Counsel.

23.1*		Consent of Deloitte & Touche LLP.

23.2*		Consent of Counsel (included in Exhibit 5.1).

23.3*		Consent of Counsel (included in Exhibit 8.1).

24.1*		Power of Attorney (included on the signature page of this registration statement).

25.1*		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as Trustee with respect to the Indenture, dated as of September 24, 1996.

99.1*		Form of pricing supplement (included in Exhibit 1.1).


Ally Financial Inc.

By:		/s/ Jeffrey J. Brown
		Name: Jeffrey J. Brown
		Title: Chief Executive Officer


Signature	Title	Date

/s/ Jeffrey J. Brown	Chief Executive Officer and Director (Principal Executive Officer)	August 6, 2021
Name: Jeffrey J. Brown

/s/ Jennifer A. LaClair	Chief Financial Officer (Principal Financial Officer)	August 6, 2021
Name: Jennifer A. LaClair

/s/ David J. DeBrunner	Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)	August 6, 2021
Name: David J. DeBrunner

/s/ Kenneth J. Bacon	Director	August 6, 2021
Name: Kenneth J. Bacon

/s/ Katryn Shineman Blake	Director	August 6, 2021
Name: Katryn Shineman Blake

/s/ Maureen A. Breakiron-Evans	Director	August 6, 2021
Name: Maureen A. Breakiron-Evans

/s/ William H. Cary	Director	August 6, 2021
Name: William H. Cary

/s/ Mayree C. Clark	Director	August 6, 2021
Name: Mayree C. Clark

/s/ Kim S. Fennebresque	Director	August 6, 2021
Name: Kim S. Fennebresque

/s/ Franklin W. Hobbs	Director	August 6, 2021
Name: Franklin W. Hobbs

/s/ Marjorie Magner	Director	August 6, 2021
Name: Marjorie Magner

/s/ Brian H. Sharples	Director	August 6, 2021
Name: Brian H. Sharples

/s/ John J. Stack	Director	August 6, 2021
Name: John J. Stack

/s/ Michael F. Steib	Director	August 6, 2021
Name: Michael F. Steib


Address:		200 S. Wacker Dr. Ste 3400 Chicago, IL 60606
Attention:		Michael Reichart

Telephone:		312-379-3700


Address:		388 Greenwich Street, New York, NY 10013
Attention:		Transaction Execution Group

Telephone:		(212) 816-1135

Facsimile:		(646) 291-5209

Email:		TEG.NewYork@citi.com


Address:		383 Madison Avenue, New York, NY 10179
Attention:		High Grade Syndicate Desk

Telephone:		(212) 834-4533

Facsimile:		(212) 834-6081


Confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. LLC,

as Agent

By:
		Name:
		Title:



Address:		1585 Broadway, New York, NY 10036
Attention:

Telephone:

Facsimile:


Confirmed and accepted as of the date first above written:

RBC CAPITAL MARKETS, LLC,

as Agent

By:
		Name:
		Title:



Address:		650 From Rd, Suite 151, Paramus, NJ 07652
Attention:

Telephone:		(201) 634-8020

Facsimile:		(201) 663-4300


Maturity	Total Fees
Less than 1.5 years		0.300	%
1.5 years to less than 2 years		0.425	%
2 years to less than 2.5 years		0.550	%
2.5 years to less than 3.5 years		0.825	%
3.5 years to less than 4.5 years		0.950	%
4.5 years to less than 5.5 years		1.250	%
5.5 years to less than 6.5 years		1.350	%
6.5 years to less than 7.5 years		1.450	%
7.5 years to less than 8.5 years		1.550	%
8.5 years to less than 9.5 years		1.650	%
9.5 years to less than 10.5 years		1.800	%
10.5 years to less than 11.5 years		1.900	%
11.5 years to less than 12.5 years		2.000	%
12.5 years to less than 13.5 years		2.150	%
13.5 years to less than 14.5 years		2.300	%
14.5 years to less than 15.5 years		2.500	%
15.5 years to less than 16.5 years		2.600	%
16.5 years to less than 17.5 years		2.700	%
17.5 years to less than 18.5 years		2.800	%
18.5 years to less than 19.5 years		2.900	%
19.5 years to less than 20.5 years		3.000	%
20.5 years to less than 21.5 years		3.000	%
21.5 years to less than 22.5 years		3.000	%
22.5 years to less than 23.5 years		3.000	%
23.5 years to less than 24.5 years		3.000	%
24.5 years to less than 25.5 years		3.000	%
25.5 years to less than 26.5 years		3.000	%
26.5 years to less than 27.5 years		3.000	%
27.5 years to less than 28.5 years		3.000	%
28.5 years to less than 29.5 years		3.000	%
29.5 years to more than 30 years		3.150	%


Maturities:		Each Note will mature on a date (the “Maturity Date”) not less than nine months after the date of delivery by the Company of such Note. Notes will mature on any date selected by the initial purchaser and agreed to by the Company. “Maturity” when used with respect to any Note, means the date on which the outstanding principal amount of such Note becomes due and payable in full in accordance with its terms, whether at its Maturity Date or by declaration of acceleration, call for redemption, notice for repayment (including exercise of a Survivor’s Option) or otherwise.

Issuance:		All Fixed Rate Notes having the same terms (collectively the “Fixed Rate Terms”) will be represented initially by a single Global Note in fully registered form without coupons.

		All Floating Rate Notes which have the same terms (collectively, the “Floating Rate Terms”) will be represented initially by a single Global Note in fully registered form without coupons.

		All Discount Notes which have the same terms (collectively, the “Discount Terms”) will be represented initially by a single Global Note in fully registered form without coupons.


		Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear an Issue Date, which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date (which will be the Settlement Date for the Notes represented by such Global Note) and (ii) with respect to any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest, if any, has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note.

Identification Numbers:		The Purchasing Agent, on behalf of the Company, has received from CUSIP Global Services (“CUSIP Global Services”), which is managed on behalf of the American Bankers Association by S&P Global Market Intelligence, a division of S&P Global Inc. (“Standard & Poor’s”), a series of CUSIP numbers consisting of approximately 900 CUSIP numbers for future assignment to Global Notes. The Company will provide DTC and the Trustee with a list of such CUSIP numbers. On behalf of the Company, the Purchasing Agent will assign CUSIP numbers as described below under Settlement Procedure “B.” DTC will notify CUSIP Global Services periodically of the CUSIP numbers that the Company has assigned to Global Notes. The Company will reserve additional CUSIP numbers when necessary for assignment to Global Notes and will provide the Trustee and DTC with the list of additional CUSIP numbers so obtained.

Registration:		Unless otherwise specified by DTC, Global Notes will be issued only in fully registered form without coupons. Each Global Note will be registered in the name of Cede & Co., as nominee for DTC, on the Note Register maintained under the Indenture by the Trustee. The beneficial owner of a Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the “Participants”) to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner of 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 DTC.


Transfers:		Transfers of interests in a Global Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such interests.

Exchanges:		The Trustee, at the Company’s request, may deliver to DTC and CUSIP Global Services at any time a written notice of consolidation specifying (a) the CUSIP numbers of two or more Global Notes outstanding on such date that represent Notes having the same Fixed Rate Terms, Floating Rate Terms or Discount Terms, as the case may be, (except that Issue Dates need not be the same) and for which interest, if any, has been paid to the same date and which otherwise constitute Notes of the same series and tenor under the Indenture, (b) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next Interest Payment Date, if any, for the related Notes, on which such Global Notes shall be exchanged for a single replacement Global Note; and (c) a new CUSIP number, obtained from the Company, to be assigned to such replacement Global Note. Upon receipt of such a notice, DTC will send to its participants (including the Issuing Agent) and the Trustee a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Trustee will deliver to CUSIP Global Services 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 Notes to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Notes for a single Global Note bearing the new CUSIP number and the CUSIP numbers of the exchanged Global Notes will, in accordance with CUSIP Global Services procedures, be cancelled and not immediately reassigned. Notwithstanding the foregoing, if the Global Notes to be exchanged exceed $500,000,000 in aggregate principal or face amount, one replacement Global Note will be authenticated and issued to represent each $500,000,000 of principal or face amount of the exchanged Global Notes and an additional Global Note will be authenticated and issued to represent any remaining principal amount of such Global Notes (See “Denominations” below).


Denominations:		Unless otherwise agreed by the Company, Notes will be issued in denominations of $1,000 or more (in integral multiples of $1,000). Global Notes will be denominated in principal or face amounts not in excess of $500,000,000. If one or more Notes having an aggregate principal or face amount in excess of $500,000,000 would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent each $500,000,000 principal or face amount of such Note or Notes and an additional Global Note will be issued to represent any remaining principal amount of such Note or Notes. In such case, each of the Global Notes representing such Note or Notes shall be assigned the same CUSIP number.

Issue Price:		Unless otherwise specified in an applicable Pricing Supplement, each Note will be issued at the percentage of principal amount specified in the Prospectus relating to such Note.

Interest:		General. Each Note will bear interest at either a fixed or floating rate, as specified in the applicable Pricing Supplement. Interest on each Note will accrue from and including the Issue Date of such Note for the first interest period and from and including the most recent Interest Payment Date to which interest has been paid for all subsequent interest periods. Except as set forth hereafter, each payment of interest on a Note will include interest accrued to, but excluding, as the case may be, the applicable Interest Payment Date or the date of Maturity. Any payment of principal, premium or interest required to be made on a day that is not a Business Day (as defined below) may be made on the next succeeding Business Day and no interest shall accrue as a result of any such delayed payment.

		Each pending deposit message described under Settlement Procedure “C” below will be routed to Standard & Poor’s Financial Services, LLC, a division of The McGraw Hill Companies (“S&P Financial Services”), which will use the message to include certain information regarding the related Notes in the appropriate daily bond report published by S&P Financial Services.

		The interest rates the Company will agree to pay on newly-issued Notes are subject to change without notice by the Company from time to time, but no such change will affect any Notes already issued or as to which an offer to purchase has been accepted by the Company.


		Fixed Rate Notes. Each Fixed Rate Note will bear interest from and including its Issue Date at the rate per annum set forth thereon and in the applicable Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Pricing Supplement, interest on each Fixed Rate Note (other than a Zero-Coupon Note) will be payable either monthly, quarterly, semi-annually or annually on each Interest Payment Date and at Maturity (or on the date of redemption or repayment if a Note is repurchased by the Company prior to maturity pursuant to mandatory or optional redemption provisions or the Survivor’s Option). Interest 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 each Interest Payment Date; provided, however, interest payable at Maturity, on a date of redemption or in connection with the exercise of the Survivor’s Option will be payable to the person to whom principal shall be payable.

		Any payment of principal, and premium, if any, or interest required to be made on a Fixed Rate Note on a day which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day, and no additional interest shall accrue as a result of such delayed payment.

		The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month (or the next Business Day), commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month (or the next Business Day), commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment dates shall be the fifteenth day of each sixth month (or the next Business Day), commencing in the sixth succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or the next Business Day), commencing in the twelfth succeeding calendar month following the month in which the Note is issued. The Regular Record Date with respect to any Interest Payment Date shall be the first day of the calendar month in which such Interest Payment Date occurred, except that the Regular Record Date with respect to the final Interest Payment Date shall be the final Interest Payment Date.



		Floating Rate Notes. Interest on Floating Rate Notes will be payable monthly, quarterly, semiannually or annually (each an “Interest Payment Date”). Unless otherwise specified in the applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment Date shall be 15 calendar days prior to such Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, interest will be payable, in the case of Floating Rate Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of January, April, July and October of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months of each year specified in the applicable Pricing Supplement; and with an annual Interest Payment Period, on the third Wednesday of the month specified in the applicable Pricing Supplement; provided that if an Interest Payment Date for Floating Rate Notes would otherwise be a day that is not a Business Day, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Notes. In the case of a Global Note issued between a Regular Record Date and the Interest Payment Date relating to such Regular Record Date, interest for the period beginning on the Issue Date and ending on such Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the registered Holder on such next succeeding Regular Record Date.

Calculation of Interest:		Interest on Fixed Rate Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. (Examples of interest calculations are as follows: October 1, 2021 to April 1, 2022 equals 6 months and 0 days, or 180 days; the interest paid equals 180/360 times the annual rate of interest times the principal amount of the Note. The period from December 3, 2021 to April 1, 2022 equals 3 months and 28 days, or 118 days; the interest payable equals 118/360 times the annual rate of interest times the principal amount of the Note).

		Interest rates on Floating Rate Notes will be determined as set forth in the form of Notes (substantially as described in the Prospectus and the applicable Pricing Supplement). Interest on Floating Rate Notes will be calculated as specified in the applicable pricing supplement.

Business Day:		“Business Day” means, unless otherwise specified in the applicable Pricing Supplement, any day, other than a Saturday or Sunday, that meets the following applicable requirement: such day is not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in the City of New York.


Payments of Principal and Interest:		Payments of Principal and Interest. Promptly after each Regular Record Date, the Trustee will deliver to the Company and DTC a written notice specifying by CUSIP number, the amount of interest, if any, to be paid on each Global Note on the following Interest Payment Date (other than an Interest Payment Date coinciding with a Maturity Date) and the total of such amounts. DTC will confirm the amount payable on each Global Note on such Interest Payment Date by reference to the daily bond reports published by the S&P Financial Services. On such Interest Payment Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, such total amount of interest due (other than on the Maturity Date), at the times and in the manner set forth below under “Manner of Payment.” Any payment of principal, premium or interest required to be made on a day that is not a Business Day may be made on the next succeeding Business Day and no interest shall accrue as a result of any such delayed payment.

		Payments on the Maturity Date. On or about the first Business Day of each month, the Trustee will deliver to the Company and DTC a written list of principal, premium, if any, and interest to be paid on each Global Note representing Notes maturing or subject to redemption (pursuant to a sinking fund or otherwise) or repayment (“Maturity”) in the following month. The Trustee, the Company and DTC will confirm the amounts of such principal, premium, if any, and interest payments with respect to each Global Note on or about the fifth Business Day preceding the Maturity Date of such Global Note. On the Maturity Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, the principal amount of such Global Note, together with interest and premium, if any, due on such Maturity Date, at the times and in the manner set forth below under “Manner of Payment.” If the Maturity Date of any Global 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 Maturity Date. Promptly after payment to DTC of the principal and interest due on the Maturity Date of such Global Note and all other Notes represented by such Global Note, the Trustee will cancel and destroy such Global Note in accordance with the Indenture and so advise the Company.

		Manner of Payment. The total amount of any principal, premium, if any, and interest due on Global Notes on any Interest Payment Date or the Maturity Date shall be paid by the


		Company to the Trustee in immediately available funds on such date. The Company will make such payment on such Global Notes by wire transfer to The Bank of New York Mellon or as otherwise agreed with the Trustee. The Company will confirm such instructions in writing to the Trustee. Prior to 10:00 a.m., New York City time, on the Maturity Date or as soon as possible thereafter, the Trustee will make payment to DTC in accordance with existing arrangements between DTC and the Trustee, in funds available for immediate use by DTC, of each payment of interest, principal and premium, if any, due on a Global Note on such Maturity Date. On each Interest Payment Date (other than on the Maturity Date) the Trustee will pay DTC such interest payments in same-day funds in accordance with existing arrangements between the Trustee and DTC. Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Note as are recorded in the book-entry system maintained by DTC. Neither the Company nor the Trustee shall have any direct responsibility or liability for the payment by DTC of the principal of, or premium, if any, or interest on, the Notes to such Participants.

		Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other person in the chain of payment that is responsible for withholding such tax under applicable law.

Procedure for Rate Setting and Posting:		The Company and the Purchasing Agent will discuss, from time to time, the aggregate principal amounts of, the maturities, the redemption and repayment provisions, the Issue Price and the interest rates (or interest rate formulas and spreads, if applicable) to be borne by Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set interest rates (or interest rate formulas and spreads, if applicable) borne by any Notes in respect of which the Agents are to solicit orders (the setting of such interest terms to be referred to herein as “Posting”) or if the Company decides to change interest rates (or interest rate formulas and spreads, if applicable) previously posted by it, it will promptly advise the Purchasing Agent of the prices and interest terms to be posted. The Purchasing Agent in turn will advise the Agents and Selling Group members. For the avoidance of doubt, the Company will, in its sole discretion, determine whether a Posting will be made and which terms will be included in such Posting.



		The Purchasing Agent will assign a separate CUSIP number for each tranche of Notes to be posted, and will so advise and notify the Company and the Trustee of said assignment by telephone and/or by telecopier or other form of electronic transmission. The Purchasing Agent will include the assigned CUSIP number on all Posting notices communicated to the Agents and Selling Group members.

Offering of Notes:		In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selling Group members the aggregate principal amount, maturities of, and redemption and repayment provisions, along with the interest terms to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selling Group members, will solicit offers to purchase the Notes accordingly.

Purchase of Notes by the Purchasing Agent:		Unless otherwise agreed by the Company and the Purchasing Agent, the Purchasing Agent will, no later than 4:00 p.m. (New York City time) on the sixth day subsequent to the day on which such Posting occurs, or if such sixth day is not a Business Day, on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Purchasing Agent (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the principal amount of each tranche of Notes that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent.

Acceptance and Rejection of Orders:		Unless otherwise agreed by the Company and the Purchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted.

		Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to


		purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selling Group members of the action taken by the Company.

Preparation of Pricing Supplement:		If any offer to purchase a Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit H) reflecting the terms of such Note and will file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will supply one copy thereof (or additional copies if requested) to the Purchasing Agent and one copy to the Trustee. The parties acknowledge that pricing and price-dependent information may, of necessity, appear only in the final Pricing Supplement and not in any preliminary pricing supplement.

		The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and the Trustee on the applicable Trade Day. The Purchasing Agent shall send such Pricing Supplement and the Prospectus, by email, telecopy or overnight express delivery (for delivery no later than 11:00 a.m., New York City time, on the Business Day following the applicable Trade Day), or shall give notification that such documents have been filed with the Commission to each Agent and Selling Group member that made or presented the offer to purchase the applicable Notes.

		In turn, each such Agent and Selling Group member will, pursuant to the terms of the Selling Agent Agreement and the Master Selected Dealer Agreement will deliver to the purchaser a notice of availability (pursuant to Rule 172 of the Securities Act) or cause to be delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group member.

		In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to the Prospectus prior to their use.

		Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed.


Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent:		Subject to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver or otherwise make available the Prospectus (including the applicable Pricing Supplement) as herein described with respect to each Note sold by it, as required by applicable law.

		For each offer to purchase a Note solicited by an Agent or Selling Group member and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to the purchaser, with notification to the Company, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will, together with such confirmation, deliver to such purchaser a notice of availability (pursuant to Rule 172 of the Securities Act) or deliver to the purchaser the Prospectus (including the Pricing Supplement) in relation to such Note. Each Agent or Selling Group member, as the case may be, will deliver to investors purchasing the Notes the Prospectus (including the applicable Pricing Supplement) in relation to such Notes to any purchaser of the Notes who so requests.

Settlement:		The receipt of immediately available funds by the Company in payment for Notes and the authentication and issuance of the Global Note representing such Notes shall constitute “Settlement” with respect to such Notes. All orders accepted by the Company will be settled within one to three Business Days pursuant to the timetable for Settlement set forth below, unless the Company and the purchaser agree to Settlement on a later date, and shall be specified upon acceptance of such offer; provided, however, in all cases the Company will notify the Trustee on the date issuance instructions are given.

Settlement Procedures:		In the event of a purchase of Notes by any Agent, as principal, appropriate Settlement details (including the Settlement Procedures timetable), if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between such Agent and the Company pursuant to the Selling Agent Agreement. Settlement Procedures with regard to each Note sold by an Agent, as agent for the Company, shall be as follows (Settlement Procedures “A” through “M”):

		A. After the acceptance of an offer by the Company with respect to a Note, the Purchasing Agent will prepare and deliver to the Company the Terms Agreement containing the following details of the terms of such offer (the “Note Sale Information”) to the Company by facsimile transmission or other acceptable written means:


		1. Principal amount of the purchase; 2. If a Fixed Rate Note:

		(i) the Interest Rate;

		(ii) the Interest Payment Dates, if other than as specified in the Prospectus;

		(iii) the regular record date, if other than as specified in the Prospectus; 3. If a Floating Rate Note, such of the following as are applicable:

		(i) Base Interest Rate,

		(ii) Index Maturity,

		(iii) Spread and/or Spread Multiplier,

		(iv) Maximum Interest Rate,

		(v) Minimum Interest Rate,

		(vi) Initial Interest Rate,

		(vii) Interest Rate Reset Period,

		(viii)Interest Rate Reset Dates,

		(ix) Calculation Dates,

		(x) Interest Calculation Dates,

		(xi) Interest Payment Dates,

		(xii) Regular Record Dates, and

		(xiii)Calculation Agent; 4. Settlement Date; 5. Interest Payment Frequency; 6. Maturity Date; 7. Price to Public;


		7. Purchasing Agent’s commission determined pursuant to Section IV(a) of the Selling Agent Agreement; 8. Net proceeds to the Company; 9. Trade Date; 10. If a Note is redeemable by the Company or repayable by the Notes holder, such of the following as are applicable:

		(i) The date on and after which such Note may be redeemed / repaid (the “Redemption / Repayment Commencement Date”),

		(ii) Initial redemption / repayment price (% of par), and

		(iii) Amount (% of par) that the initial redemption / repayment price shall decline (but not below par) on each anniversary of the Redemption / Repayment Commencement Date; 11. Whether the Note has the Survivor’s Option; 12. Whether the Note is issued with original issue discount and, if so, the total amount of original issue discount, the yield to maturity and the initial accrual period of original issue discount; 13. The CUSIP number; 14. DTC Participant Number of the institution through which the customer will hold the beneficial interest in the Global Note; and 15. Such other terms as are necessary to complete the applicable form of Note.

		B. The Company will confirm acceptance of the terms of the offer to purchase Notes and then advise the Trustee and the Purchasing Agent by telephone (confirmed in writing at any time on the same date) or by telecopier or other form of electronic transmission of the information received in accordance with Settlement Procedure “A”


		above. Each such communication by the Company will be deemed to constitute a representation and warranty by the Company to the Trustee and the Agents that (i) such Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company; (ii) such Note, and the Global Note representing such Note, will conform with the terms of the Indenture; and (iii) upon authentication and delivery of the Global Note representing such Note, the aggregate principal amount of all Notes issued under the Indenture will not exceed the aggregate principal amount of Notes authorized for issuance at such time by the Company.

		C. The Trustee will communicate to DTC and the Purchasing Agent through DTC’s Participant Terminal System, a pending deposit message specifying the following Settlement information:

		1 The information received in accordance with Settlement Procedure “A.” 2. The numbers of the participant accounts maintained by DTC on behalf of the Trustee and the Purchasing Agent. 3. Identification as a Fixed Rate Note or a Floating Rate Note. 4 The initial Interest Payment Date for such Note, number of days by which such date succeeds the related DTC record date (which term means the Regular Record Date) and in the case of Floating Rate Notes which reset daily or weekly, the date five calendar days preceding such Initial Interest Payment Date, and if then calculated, the amount of interest payable on such Initial Interest Payment Date (which amount shall have been confirmed by the Trustee). 4. The CUSIP number of the Global Note representing such Notes. 5. The frequency of interest payments. 6. Whether such Global Note represents any other Notes issued or to be issued (to the extent then known).