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APPENDIX G
<br />TI3E BOOI{-ENTRY SYSTEM
<br />The following description of the Depository Trust Company ("DTC"), the procedures and record
<br />keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other
<br />payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial
<br />ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and
<br />the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be
<br />made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the
<br />foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC
<br />Participants, as the case may be.
<br />Neither the issuer of the Bonds (the "Issuer") nor the trustee, fiscal agent or paying agent appointed with
<br />respect to the Bonds (the "Agent") take any responsibility for the information contained in this Appendix.
<br />No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the
<br />Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b)
<br />certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c)
<br />redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or
<br />that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the
<br />manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and
<br />Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants
<br />are on file with DTC.
<br />1. The Depository Trust Company ("DTC"), New York, NY, will act as securities
<br />depository for the securities (the "Securities"). The Securities will be issued as fully -registered securities
<br />registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be
<br />requested by an authorized representative of DTC. One fully -registered Security certificate will be
<br />issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be
<br />deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million,
<br />one certificate will be issued with respect to each $500 million of principal amount, and an additional
<br />certificate will be issued with respect to any remaining principal amount of such issue.
<br />2. DTC, the world's largest securities depository, is a limited -purpose trust company
<br />organized under the New York Banking Law, a "banking organization" within the meaning of the New
<br />York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
<br />meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
<br />the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset
<br />servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt
<br />issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct
<br />Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct
<br />Participants of sales and other securities transactions in deposited securities, through electronic
<br />computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates
<br />the need for physical movement of securities certificates. Direct Participants include both U.S. and non -
<br />U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
<br />organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
<br />("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
<br />Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the
<br />users of its regulated subsidiaries. Access to the DTC system is also available to others such as both
<br />U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that
<br />clear through or maintain a custodial relationship with a. Direct Participant, either directly or indirectly
<br />("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its
<br />Participants are on file with the Securities and Exchange Commission. More information about DTC
<br />G-1
<br />SA -3-85
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