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<br />APPEN DIX E
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<br />DTC AND THE BOOK-ENTRY ONLY SYSTEM
<br />
<br />The following description of the Depository Trust Company ("DTC'?, the procedures and
<br />record keeping with respect to beneficial ownership interests in the Bonds, payment of
<br />principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners,
<br />confirmation and transfer of beneficial ownership interest in the Bonds and other related
<br />transactions by and between DTC, the DTC Participants and the Beneficial Owners is based
<br />solely on information provided by DTC. Accordingly, the issuer of the Bonds (the "Issuer'?
<br />makes no representations concerning these matters and neither the D TC Participants nor the
<br />Beneficial Owners should rely on the foregoing information with respect to such matters, but
<br />should instead confirm the same with DTC or the DTC Participants, as the case may be.
<br />
<br />No assurances can be given that DTC, DTC Participants or Indirect Participants will
<br />distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with
<br />respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or
<br />ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co.,
<br />its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or
<br />that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in
<br />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
<br />Participants are on file with D TC.
<br />
<br />DTC and its Participants. The Depository Trust Company ("DTC"), New York, NY, will
<br />act as securities depository for the Bonds. The Bonds will be issued as fully-registered
<br />securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name
<br />as may be requested by an authorized representative of DTC. One fully-registered security
<br />certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount
<br />of such maturity, and will be deposited with DTC.
<br />
<br />DTC, the world's largest depository, is a limited-purpose trust company organized under
<br />the New York Banking Law, a "banking organization" within the meaning of the New York
<br />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
<br />to the provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds and
<br />provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate
<br />and municipal debt issues, and money market instruments from over 85 countries that DTC's
<br />participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement
<br />among Direct Participants of sales and other securities transactions in deposited securities,
<br />through electronic computerized book-entry transfers and pledges between Direct Participants'
<br />accounts. This eliminates the need for physical movement of securities certificates. Direct
<br />Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
<br />companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
<br />subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a
<br />number of Direct Participants of DTC and Members of the National Securities Clearing
<br />Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and
<br />Emerging Markets Clearing Corporation, (respectively, "NSCC", "GSCC", "MBSCC", and "EMCC",
<br />also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American
<br />Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC
<br />system is also available to others such as both U.S. and non-U .S. securities brokers and dealers,
<br />banks, trust companies, and clearing corporations that clear through or maintain a custodial
<br />relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has
<br />Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file
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<br />E-1
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