-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pr+ylc+PN/BmdFySoQHRFpWqp2TvyOeSFmajUyV/Z6W49pLP6wzrQSRaIxyr4bek V25cp4Faci6Z1FXuDVdDLQ== 0000040730-01-500158.txt : 20020413 0000040730-01-500158.hdr.sgml : 20020413 ACCESSION NUMBER: 0000040730-01-500158 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20011220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75534 FILM NUMBER: 1818807 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 S-3 1 universalnovascotia121901.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 20, 2001 Registration No. 333-xxxxx ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 ------------------------------------------------------------- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------------------------------- GENERAL MOTORS CORPORATION GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY (Exact name of Registrant as specified in its charter) Delaware 38-0572515 A Nova Scotia Unlimited Liability Company 38-0572515 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 300 Renaissance Center 1908 Colonel Sam Drive Detroit, Michigan 48265-3000 Oshawa, Ontario L1H 8P7 (313) 556-5000 (905) 644-5000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------------------------------------- Peter R. Bible, Chief Accounting Officer Sharon Y. Pentz, Chief Executive General Motors Corporation Officer, 300 Renaissance Center Chief Financial Officer and Principal Detroit, Michigan 48265-3000 Accounting Officer (313) 556-5000 General Motors Nova Scotia Finance Company 1908 Colonel Sam Drive Oshawa, Ontario L1H 8P7 (905) 644-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Martin I. Darvick, Esq. Fraser MacFadyen Francis J. Morison, General Motors Corporation Stewart McKelvey Stirling Esq. 300 Renaissance Center Scales Davis Polk & Wardwell Detroit, Michigan 48265-3091 900-1959 Upper Water 450 Lexington Avenue (313) 556-5000 Street New York, New York Halifax, Nova Scotia 10017 B3J 2X2 (212) 450-4000 ------------------------------------------------------- Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. : If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ------------------------------------------------------------- ================================================================================================= CALCULATION OF REGISTRATION FEE =================================================================================================
Title of Each Class Amount to be Proposed Proposed Amount of of Securities to be Registered(1)(2) Maximum Maximum Registration Registered Offering Aggregate Fee (5) Price Per Offering Unit (3) Price(4) - ------------------------------------------------------------------------------------------------- Debt Securities of GM........ Preferred Stock (without par value) of GM................ Preference Stock (par value $0.10 per share) of GM............ Common Stock (par value $1-2/3 per share) of GM................ Depositary Shares of GM(6)... $2,758,750,000 $2,758,750,000 $659,341.25 Warrants of GM............... Units of GM.................. Debt Securities of GM Nova Scotia Guarantees of Debt Securities of GM Nova Scotia(7) .......... =================================================================================================
(1)...This Registration Statement also covers such indeterminate number of shares of Preferred Stock, Preference Stock and Common Stock of GM as shall be issuable or deliverable upon conversion of any Debt Securities, Preferred Stock or Preference Stock of GM registered hereby which are convertible into such Preferred Stock, Preference Stock or Common Stock. (2)...Or, if any Debt Securities of GM or GM Nova Scotia (a) are denominated or payable in a foreign or composite currency or currencies, such principal amount as shall result in an aggregate initial offering price equivalent to $2,758,750,000 at the time of initial offering, (b) are issued at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price not in excess of $2,758,750,000 or (c) are issued with their principal amount payable at maturity to be determined with reference to a currency exchange rate or other index, such principal amount as shall result in an aggregate initial offering price of $2,758,750,000. (3)...Not specified as to each class of securities to be registered, pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended. The proposed maximum offering price per unit will be determined from time to time by a Registrant in connection with, and at the time of, the issuance by such Registrant of the securities registered hereunder. (4)...Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). (5)...$1,241,250,000 principal amount of Debt Securities of GM was previously registered (Registration No. 333-60426) and is carried forward hereby. The amount of the filing fee associated with these Debt Securities that was previously paid with such earlier registration statement is $310,312.50. (6)...Depositary Shares representing Preferred Stock or Preference Stock of GM. (7)...No proceeds will be received by GM for the Guarantees. Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus contained herein will also be used in connection with Registration Statement No. 333-60426 previously filed by the Registrant on Form S-3 and declared effective on May 17, 2001. This Registration Statement, which is a new registration statement, also constitutes Post-Effective Amendment No. 2 to Registration Statement No. 333-60426 and such Amendment shall become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ SUBJECT TO COMPLETION, DATED DECEMBER 20, 2001 PROSPECTUS General Motors Corporation Debt Securities Common Stock (par value $1-2/3) Preference Stock (par value $0.10) Preferred Stock (without par value) Depositary Shares Warrants Units ------------------------------------------------------------- We may offer from time to time debt securities, common stock, preference stock, preferred stock, depositary shares, warrants or units. Specific terms of these securities will be provided in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. Our $1-2/3 par value common stock is listed on the New York Stock Exchange under the symbol "GM". ------------------------------------------------------------- We reserve the sole right to accept and, together with our agents from time to time, to reject in whole or in part any proposed purchase of securities to be made directly or through any agents. ------------------------------------------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------------------------------------------------- ___________, 20__ You should rely only on the information contained in or incorporated by reference in this prospectus or any accompanying supplemental prospectus. We have not authorized anyone to provide you with different information or make any additional representations. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of each of such documents. The terms "General Motors," "we," "us," and "our" refer to General Motors Corporation. ------------------------------------------------------------- TABLE OF CONTENTS Page About this Prospectus........................................................1 Principal Executive Offices..................................................1 Where You Can Find More Information..........................................1 Incorporation of Certain Documents by Reference..............................2 Description of General Motors Corporation....................................3 Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preference Stock Dividends............................4 Use of Proceeds..............................................................4 Overview of Our Capital Stock................................................5 Description of Common Stock..................................................7 Description of Preferred Stock..............................................10 Description of Preference Stock.............................................12 Description of Debt Securities..............................................15 Description of Depositary Shares............................................21 Description of Warrants.....................................................24 Description of Units........................................................28 Forms of Securities.........................................................31 Plan of Distribution........................................................33 Legal Matters...............................................................36 Experts.....................................................................36 About this Prospectus This prospectus, along with a prospectus for General Motors Nova Scotia Finance Company, a wholly-owned subsidiary, is part of a registration statement that we filed with the Securities and Exchange Commission, referred to as the SEC in this prospectus, utilizing a "shelf" registration process. Under this shelf process, we may sell any combination of our securities and General Motors Nova Scotia Finance Company may sell its guaranteed debt securities, as described in the respective prospectuses, in one or more offerings. The total dollar amount of any securities sold by us and General Motors Nova Scotia Finance Company under the registration statement may not exceed $4,000,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described below under the heading "Incorporation of Certain Documents By Reference." Principal Executive Offices Our principal executive offices are located at 300 Renaissance Center, Detroit, Michigan 48265-3000, and our telephone number is (313) 556-5000. We maintain a website at www.gm.com where general information about us is available. We are not incorporating the contents of the website into this prospectus. Where You Can Find More Information We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at 233 Broadway, New York, New York 10279. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access the registration statement, including the exhibits and schedules thereto. Reports and other information can also be inspected at the offices of the following stock exchanges where our common stock, $1-2/3 par value, is listed in the United States: the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005; the Chicago Stock Exchange, Inc., One Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605; the Pacific Stock Exchange, Inc., 233 South Beaudry Avenue, Los Angeles, California 90012 and 301 Pine Street, San Francisco, California 95104; and the Philadelphia Stock Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103. Incorporation of Certain Documents by Reference The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities; except as noted below: SEC Filings (File No. 1-143) Period - ---------------------------- ------ Annual Report on Form 10-K Year ended December 31, 2000 Quarterly Reports on Form 10-Q Quarters ended March 31, 2001, June 30, 2001 and September 30, 2001 Current Reports on Form 8-K January 3, 2001, January 8, 2001, January 16, 2001, January 16, 2001*, January 17, 2001, February 1, 2001, February 7, 2001, February 9, 2001*, February 23, 2001*, March 1, 2001, March 29, 2001*, April 3, 2001, April 17, 2001, April 17, 2001*, April 18, 2001 (2), April 20, 2001, May 1, 2001, May 25, 2001 (2), June 1, 2001, June 11, 2001*, July 3, 2001, July 17, 2001, August 1, 2001, August 7, 2001, August 21, 2001, August 27, 2001, September 4, 2001, September 18, 2001, September 21, 2001, September 25, 2001, September 26, 2001, October 2, 2001, October 3, 2001, October 15, 2001, October 18, 2001, October 18, 2001*, October 19, 2001, October 24, 2001 (2), October 31, 2001, November 1, 2001, November 13, 2001, November 14, 2001*, December 3, 2001 and December 6, 2001 - -------------------------- *Reports submitted to the SEC under Item 9, Regulation FD Disclosure. Pursuant to General Instruction B of Form 8-K, the reports submitted under Item 9 are not deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 and we are not subject to the liabilities of that section. We are not incorporating and will not incorporate by reference these reports into a filing under the Securities Act of 1933, the Securities Exchange Act of 1934 or into this registration statement. You may request a copy of the documents incorporated by reference in this prospectus, except exhibits to such prospectus, at no cost, by writing or telephoning the office of W. W. Creek, Controller, at the following address and telephone number: General Motors Corporation 300 Renaissance Center Detroit, Michigan 48265-3000 (313) 556-5000 Description of General Motors Corporation We are primarily engaged in the automotive and, through our wholly-owned subsidiary, Hughes Electronics Corporation, the communications services industries. We are the world's largest manufacturer of automotive vehicles. We also have financing and insurance operations and, to a lesser extent, are engaged in other industries. Our automotive segment is comprised of four regions: o GM North America; o GM Europe; o GM Latin America/Africa/Mid-East; and o GM Asia Pacific. GM North America designs, manufactures and markets vehicles primarily in North America under the following nameplates: oChevrolet oGMC oBuick oSaturn oPontiac oOldsmobile oCadillac oHummer GM Europe, GM Latin America/Africa/Mid-East, and GM Asia Pacific meet the demands of customers outside North America with vehicles designed, manufactured and marketed under the following nameplates: oOpel oHolden oSaab oGMC oBuick oVauxhall oIsuzu oChevrolet oCadillac We participate in the communications services industry through Hughes, which is a leading global provider of digital entertainment services, information and communications services and satellite-based private business networks. Our financing and insurance operations primarily relate to General Motors Acceptance Corporation, which provides a broad range of financial services, including consumer vehicle financing, full-service leasing and fleet leasing, dealer financing, car and truck extended service contracts, residential and commercial mortgage services, commercial, vehicle and homeowner's insurance and asset-based lending. Our other industrial operations include the designing, manufacturing and marketing of locomotives and other heavy-duty transmissions. Substantially all of our automotive-related products are marketed through retail dealers and through distributors and jobbers in the United States, Canada and Mexico, and through distributors and dealers overseas. At December 31, 2000, there were approximately 8,000 GM vehicle dealers in the United States, 840 in Canada and 155 in Mexico. Additionally, there were a total of approximately 11,220 outlets overseas which include dealers and authorized sales, service and parts outlets. Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preference Stock Dividends The following table presents the ratio of our earnings to fixed charges for the periods indicated: Nine Months Ended September 30, Years Ended December 31, - --------------------------------------------------------------- 2001 2000 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- ---- ---- 1.16 1.89 1.71 2.12 1.72 2.22 1.96 We compute the ratio of earnings to fixed charges by dividing earnings before income taxes and fixed charges by the fixed charges. This ratio includes the earnings and fixed charges of us and our consolidated subsidiaries. Fixed charges consist of interest and discount and the portion of rentals for real and personal properties in an amount deemed to be representative of the interest factor. The following table presents the ratio of our earnings to fixed charges and preference stock dividends for the periods indicated: Nine Months Ended September 30, Years Ended December 31, - --------------------------------------------------------------- 2001 2000 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- ---- ---- 1.13 1.86 1.68 2.09 1.70 2.18 1.92 We compute the ratio of earnings to fixed charges and preference stock dividends by dividing earnings before income taxes and fixed charges by the sum of fixed charges and preference stock dividends. This ratio includes the earnings and fixed charges of us and our consolidated subsidiaries. Preference stock dividends consists of pre-tax earnings that are required to pay dividends on outstanding preference securities. Use of Proceeds We will add the net proceeds from the sale of the securities to our general funds and they will be available for general corporate purposes, including the repayment of existing indebtedness. Overview of Our Capital Stock The following description of our capital stock is based upon our restated certificate of incorporation, as amended ("Certificate of Incorporation"), our bylaws ("Bylaws") and applicable provisions of law. We have summarized certain portions of our Certificate of Incorporation and Bylaws below. The summary is not complete. Our Certificate of Incorporation and Bylaws are incorporated by reference in the registration statement for these securities that we have filed with the SEC and have been filed as exhibits to our 10-K for the year ended December 31, 2000. You should read our Certificate of Incorporation and Bylaws for the provisions that are important to you. Certain provisions of the Delaware General Corporation Law ("DGCL"), our Certificate of Incorporation and the Bylaws summarized in the following paragraphs may have an anti-takeover effect. This may delay, defer or prevent a tender offer or takeover attempt that a shareholder might consider in its best interests, including those attempts that might result in a premium over the market price for its shares. Authorized Capital Stock Our Certificate of Incorporation authorizes us to issue 5,706,000,000 shares of capital stock, consisting of: o 6,000,000 shares of preferred stock, without par value; o 100,000,000 shares of preference stock, $0.10 par value, 2,669,633 shares of which are designated as Series H 6.25% automatically convertible preference stock; and o 5,600,000,000 shares of common stock comprising two classes, which currently include 2,000,000,000 shares of $1-2/3 par value common stock and 3,600,000,000 shares of Class H common stock, $0.10 par value. As of November 30, 2001, the following shares of our capital stock were outstanding: o 2,669,633 shares of Series H 6.25% automatically convertible preference stock; o 557,306,032 shares of $1-2/3 par value common stock; and o 877,374,976 shares of Class H common stock. Certain Provision of Our Certificate of Incorporation and Bylaws Amendments to our Certificate of Incorporation. Under the DGCL, the affirmative vote of a majority of the outstanding shares entitled to vote is required to amend a corporation's certificate of incorporation. Under the DGCL, the holders of the outstanding shares of a class of our capital stock shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would: o increase or decrease the aggregate number of authorized shares of such class; o increase or decrease the par value of the shares of such class; or o alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. If any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class of our capital stock so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this provision. As described below at "Description of Common Stock-Voting Rights," our Certificate of Incorporation expressly provides that $1-2/3 par value stockholders and Class H stockholders each are entitled to vote separately as a class with respect to certain amendments to our Certificate of Incorporation. In addition, as described below in "Description of Preference Stock-Voting," approval by two-thirds of our Series H preference shares, is required to amend or alter our Certificate of Incorporation in a way that would adversely affect the powers, preferences or special rights of such preference shares. Vacancies in the Board of Directors. Our Bylaws provide that any vacancy occurring in our board of directors for any cause may be filled by a majority of the remaining members of our board, although such majority is less than a quorum. Special Meetings of Stockholders. Under our Bylaws, only our board of directors or the chairman of our board may call special meetings of stockholders at such place, date and time and for such purpose or purposes as shall be set forth in the notice of such meeting. Requirements for Notice of Stockholder Director Nominations and Stockholder Business. If a common stockholder wishes to bring any business before an annual or special meeting or nominate a person for election to the board of directors, our Bylaws contain certain procedures that must be followed in terms of the advance timing required for delivery of stockholder notice of such business and the information that such notice must contain. The information required in a stockholder notice includes general information regarding the stockholder, a description of the proposed business and, with respect to nominations for the board of directors, certain specified information regarding the nominee(s). In addition to the information required in a stockholder notice described above, our Bylaws require a representation that the stockholder is a holder of our voting stock and intends to appear in person or by proxy at the meeting to make the nomination or bring up the matter specified in the notice. In terms of the timing of the stockholder notice, our Bylaws require that the notice must be received by our secretary: o in the case of an annual meeting, not more than 180 days and not less than 120 days in advance of the annual meeting; and o in the case of a special meeting, not later than fifteenth day following the day on which notice of the meeting is first mailed to stockholders. Vote Required for Certain Business Combinations. Our Certificate of Incorporation provides that prior to the consummation of a sale of all or substantially all of our assets or prior to any merger, we are required to obtain the approval of two-thirds of all classes of our issued and outstanding stock. Certain Anti-Takeover Effects of Delaware Law We are subject to Section 203 of the DGCL ("Section 203"). In general, Section 203 prohibits a publicly held Delaware corporation from engaging in various "business combination" transactions with any interested stockholder for a period of three years following the date of the transactions in which the person became an interested stockholder, unless: o the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status; o upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or o on or subsequent to such date the business combination is approved by the board and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder. A "business combination" is defined to include mergers, asset sales, and other transactions resulting in financial benefit to a stockholder. In general, an "interested stockholder" is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation's voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price. Description of Common Stock We have two classes of common stock: o $1-2/3 par value common stock; and o Class H common stock, $0.10 par value. Our Class H common stock is a "tracking stock" designed to provide holders with financial returns based on the financial performance of Hughes. Although this prospectus does not cover issuances of our Class H common stock, we have summarized below certain terms of our Class H common stock which could be of significance to an investor in our $1-2/3 par value common stock. In addition to the following description, please refer to our Certificate of Incorporation which sets forth in full detail the terms of our Class H common stock. For information regarding how you can find a copy of the our Certificate of Incorporation, see "Where You Can Find More Information." There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of our common stock are fully paid and non-assessable, and any shares of common stock to be issued upon completion of this offering will be fully paid and non-assessable. Dividends Neither the DGCL nor our Certificate of Incorporation requires our board of directors to declare dividends on any class of our common stock. The declaration of any dividend on either class is a matter to be acted upon by our board upon the recommendation of our management. If and to the extent our board chooses to declare dividends on either or both of the classes of our common stock, neither the DGCL nor our Certificate of Incorporation requires any proportionate or other fixed relationship between the amount of the dividends declared on the different classes of common stock. Our board reserves the right to reconsider from time to time its policies and practices regarding dividends on our common stock and to increase or decrease the dividends paid on our common stock. Our Certificate of Incorporation, however, restricts the power of our board of directors to declare and pay dividends on either class of common stock. The amounts which may be declared and paid as dividends are allocated to each separate class of common stock and are subject to the amount legally available for the payment of dividends. Because our Class H common stock is a "tracking stock" designed to provide holders with financial returns based on the financial performance of Hughes, our Certificate of Incorporation allocates our earnings attributable to Hughes between amounts available for the payment of dividends on Class H common stock and amounts available for the payment of dividends on $1-2/3 par value common stock, in each case in accordance with their respective derivative interests in the financial performance of Hughes. Under our Certificate of Incorporation, dividends may be paid on $1-2/3 par value common stock to the extent of the assets legally available for the payment of dividends reduced by the sum of: o an amount determined by our board to be the paid-in surplus attributable to Class H common stock; plus o the portion of our net earnings attributed to the Class H common stock in accordance with our Certificate of Incorporation. The financial performance of Hughes determines the earnings per share of Class H common stock and the portion of our earnings out of which dividends on the Class H common stock may be paid. In order to determine the amount available to pay dividends on the Class H common stock, we take the following steps: o the net income of Hughes is determined for each quarterly accounting period; o the net income of Hughes determined for each quarter is divided into amounts allocated to the Class H common stock and the $1-2/3 par value common stock; and o the amount allocated to the Class H common stock is accumulated from quarter to quarter, together with any surplus attributable to shares of Class H common stock issued from time to time, and is reduced by the amount of any dividends actually paid on the Class H common stock. If dividends have been declared but not paid on shares of our preferred stock or preference stock, dividends may not be paid on the Class H common stock or the $1-2/3 par value common stock until all declared but unpaid dividends on our preferred stock and preference stock have been paid. Our board of directors issued a policy statement providing, among other things, that, subject to various exceptions, in the event that Hughes transfers any material assets to us, our board shall declare and pay a dividend or make a distribution to holders of our Class H common stock, except for any transfer for which Hughes receives fair compensation. Exchangeability Under our Certificate of Incorporation, our board of directors may recapitalize all outstanding shares of our Class H common stock as shares of $1-2/3 par value common stock at any time after December 31, 2002 in the sole discretion of our board or automatically, if at any time we, in one transaction or a series of related transactions, dispose of substantially all of the business of Hughes to a person, entity or group of which we are not a majority owner. No automatic recapitalization will occur on a disposition in connection with our dissolution, liquidation and winding up and the distribution of our net assets to our common stockholders. In the event of any recapitalization, each holder of our Class H common stock would be entitled to receive shares of $1-2/3 par value common stock having a market value as of the date provided in our Certificate of Incorporation equal to 120% of the market value of the holder's Class H common stock. We will not issue any fractional shares of $1-2/3 par value common stock in the recapitalization. Instead of fractional shares, a holder of our Class H common stock will receive cash. Voting Rights Each holder of $1-2/3 par value common stock is entitled to one vote per share. Each holder of Class H common stock is entitled to 0. 20 vote per share. The holders of $1-2/3 par value common stock vote together with the holders of Class H common stock, based on their respective voting powers, on all matters, except that: o holders of $1-2/3 par value common stock voting separately as a class are entitled to approve by majority vote of the shares outstanding any amendment to our Certificate of Incorporation which adversely affects the rights, powers or privileges of the $1-2/3 par value common stock; o holders of Class H common stock voting separately as a class are entitled to approve by majority vote of the shares outstanding any amendment to our Certificate of Incorporation which adversely affects the rights, powers or privileges of the Class H common stock; and o any increase in the number of authorized shares of Class H common stock must be approved by a majority vote of the holders of both classes of our common stock outstanding voting together, based on their respective voting powers, and by a majority vote of the holders of Class H common stock outstanding voting separately as a class The policy statement of our board of directors, referred to above, provides that we will not acquire in one transaction or a series of transactions a significant portion (more than 33%) of the business of Hughes for compensation without receiving the consent of the holders of a majority of the outstanding shares of Class H common stock, voting as a separate class, and $1-2/3 par value common stock, voting as a separate class. Liquidation In the event of the liquidation, dissolution or winding up of our business, whether voluntary or involuntary, our Certificate of Incorporation provides that, after the holders of our preferred stock and preference stock receive their full preferential amounts, holders of Class H common stock and holders of $1-2/3 par value common stock will receive the assets remaining for distribution to our stockholders on a per share basis in proportion to their respective per share liquidation units. Holders of our $1-2/3 par value common stock have a liquidation right of one unit per share, and holders of Class H common stock have a liquidation right of 0.20 units per share in any of our remaining assets. Holders of the Class H common stock have no direct rights in the equity or assets of Hughes, but rather have rights in our equity and assets, which include 100% of the stock of Hughes. Transfer Agent and Registrar The transfer agent and registrar for our $1-2/3 par value common stock is EquiServe Limited Partnership, a Delaware limited partnership and its fully owned subsidiary EquiServe Trust Company, N.A., a federally chartered trust company doing business at 150 Royall Street, Canton, Massachusetts 02021. Stock Exchange Listing Both classes of our common stock are listed on the New York Stock Exchange, with our $1-2/3 par value common stock listed under the ticker symbol "GM" and our Class H common stock listed under the ticker symbol "GMH." Description of Preferred Stock This prospectus describes certain general terms and provisions of our preferred stock. When we offer to sell a particular series of preferred stock, we will describe the specific terms of the securities in a supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to the particular series of preferred stock. The preferred stock will be issued under a certificate of designations relating to each series of preferred stock and is also subject to our Certificate of Incorporation. Under our Certificate of Incorporation, our board of directors has the authority to issue shares of preferred stock from time to time in distinctly designated series, with each series ranking equally and identical in all respects except as to the dividend rate and redemption price. We have summarized certain terms of the certificate of designations below. The summary is not complete. The certificate of designations will be filed with the SEC in connection with an offering of preferred stock. Terms of a Particular Series The prospectus supplement will describe the terms of any preferred stock being offered, including: o the number of shares and designation or title of the shares; o any liquidation preference per share; o any date of maturity; o any redemption, repayment or sinking fund provisions; o any dividend rate or rates and the dates of payment (or the method for determining the dividend rates or dates of payment); o any voting rights; o if other than the currency of the United States, the currency or currencies including composite currencies in which the preferred stock is denominated and/or in which payments will or may be payable; o whether the preferred stock is convertible or exchangeable and, if so, the securities or rights into which the preferred stock is convertible or exchangeable, and the terms and conditions of conversion or exchange; o the place or places where dividends and other payments on the preferred stock will be payable; and o any additional voting, dividend, liquidation, redemption and other rights, preferences, privileges, limitations and restrictions. All shares of preferred stock offered will be fully paid and non-assessable. Dividends So long as any preferred stock is outstanding, no cash dividends may be paid on any class of common stock or any series of preference stock if our current assets in excess of liabilities are less than $75 per share of any outstanding preferred stock. Voting Holders of our preferred stock are not entitled to vote except that: o they would vote together with the holders of common stock on the disposition of our assets as an entirety: o if we have defaulted in paying dividends on preferred stock for six months, the holders of preferred stock, voting as a class, would be entitled to elect one-quarter of the directors; and o certain mortgaging or pledging of, or the placing of certain liens upon, our property would require the approval of the holders of three-fourths of any outstanding preferred stock. Liquidation Any shares of preferred stock that are issued will have priority over the preference stock and common stock with respect to dividend or liquidation rights or both. Transfer Agent and Registrar The transfer agent for each series of preferred stock will be described in the prospectus supplement. Miscellaneous Our board of directors could create and issue a series of preferred stock with rights, privileges or restrictions which effectively discriminates against an existing or prospective holder of preferred stock as a result of the holder beneficially owning or commencing a tender offer for a substantial amount of common stock. One of the effects of authorized but unissued and unreserved shares of capital stock may be to make it more difficult or discourage an attempt by a potential acquirer to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. This protects the continuity of our management. The issuance of these shares of capital stock may defer or prevent a change in control in us without any further shareholder action. Description of Preference Stock This prospectus describes certain general terms and provisions of our preference stock. When we offer to sell a particular series of preference stock, we will describe the specific terms of the securities in a supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to the particular series of preference stock. The preference stock will be issued under a certificate of designations relating to each series of preference stock and is also subject to our Certificate of Incorporation. Under our Certificate of Incorporation, our board of directors has the authority to issue shares of preference stock from time to time in distinctly designated series up to the maximum number of shares of preference stock authorized, with the terms of each series fixed by our board in the resolutions providing for the issuance of such series. We have summarized certain terms of the certificate of designations below. The summary is not complete. The certificate of designations will be filed with the SEC in connection with an offering of preference stock. We currently have one series of preference stock outstanding: o Series H 6.25% automatically convertible preference stock. Terms of a Particular Series The prospectus supplement will describe the terms of any preference stock being offered, including: o the number of shares and designation or title of the shares; o any liquidation preference per share; o any date of maturity; o any redemption, repayment or sinking fund provisions; o any dividend (which may be cumulative or non-cumulative) rate or rates and the dates of payment (or the method for determining the dividend rates or dates of payment); o any voting rights; o if other than the currency of the United States, the currency or currencies including composite currencies in which the preferred stock is denominated and/or in which payments will or may be payable; o whether the preference stock is convertible or exchangeable and, if so, the securities into which the preference stock is convertible or exchangeable, and the terms and conditions of conversion or exchange; o the place or places where dividends and other payments on the preference stock will be payable; and o any additional voting, dividend, liquidation, redemption and other rights, preferences, privileges, limitations and restrictions. All shares of preference stock offered will be fully paid and non-assessable. Dividends Subject to the rights of the holders of preferred stock, dividends will be paid on the outstanding preference shares when, as and if declared by our board of directors out of assets legally available for the payment of dividends. Dividends may be subject to restrictions contained in any future debt agreements and to limitations contained in future series or classes of preferred stock or preference stock. Holders of our Series H preference shares are entitled to receive cumulative cash dividends, at an annual rate of 6.25% of the per share stated value, which is equivalent to $35.1172 per annum per Series H preference share. Preferential dividends on our preference stock accrue whether or not we have earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared. Such dividends accumulate to the extent they are not paid on the dividend payment date following the calendar quarter for which they accrue. Accumulated preferential dividends do not bear interest. Unless the full preferential dividends accumulated on all outstanding preference shares have been paid, we may not: o pay dividends on any class of our common stock or other stock ranking junior to the outstanding preference shares, other than a dividend payable in shares of any class of common stock; or o redeem, repurchase or otherwise acquire any shares of our common stock or other stock ranking junior to the outstanding preference shares, other than a redemption or purchase of shares of common stock made in connection with our or our subsidiaries' employee incentive or benefit plans. Dividends will not be declared on any series of preference stock for any prior dividend payment period unless there shall have been declared on all outstanding shares of preference stock ranking on a parity with such series, in respect of all dividend payment periods of such parity stock terminating with or before such prior dividend payment period, like proportionate dividends determined ratably in proportion to the respective preferential dividends accumulated to date on such series and the dividends accumulated on all such outstanding parity preference stock. Conversion The Series H preference shares are convertible into shares of Class H common stock. The Series H preference shares will automatically convert into shares of Class H common stock on June 24, 2002, the mandatory conversion date, based on a variable conversion factor linked to the Class H common stock price at the time of conversion unless they have been converted earlier. Depending on the average closing trading price of Class H common stock during the 20 trading days prior to the mandatory conversion date, the Series H preference shares would convert into between 21,529,255 and 26,696,330 shares of Class H common stock on the mandatory conversion date. The Series H preference shares are also currently convertible at the option of the holder into 21,529,255 million shares of Class H common stock. We currently expect that, upon either mandatory or optional conversion of the Series H preference shares, the Class H dividend base will be adjusted so that it will be increased by the number of shares of Class H common stock issued to the holder of the Series H preference shares pursuant to the conversion. Transfer Restrictions The Series H preference shares and the underlying Class H common stock are subject to transfer restrictions. Redemption The Series H preference shares are redeemable by us or by Hughes in certain limited circumstances generally involving changes in the U.S. law relating to income taxation. Depending on the circumstances giving rise to the redemption, the redemption price may be paid in cash, shares of Class H common stock, shares of Hughes common stock or by exchange of each Series H preference share for a share of automatically convertible preference stock of Hughes, convertible into Hughes common stock. Liquidation Our preference stock ranks senior to our common stock and junior to our preferred stock with respect to dividend or liquidation rights or both. In the event of the liquidation, dissolution or winding up of our business, whether voluntary or involuntary, the holders of outstanding preference shares would be entitled to the liquidation preference given to such shares, after the holders of preferred stock, if any were outstanding, received the full preferential amounts to which they are entitled and before any distribution to holders of common stock. The holders of Series H preference shares would be entitled to receive, as a liquidation preference, $561.875 per share, plus an amount equal to all dividends accrued and unpaid thereon to the date of final distribution to such holders. If there are insufficient assets to permit full payment to holders of the outstanding preference shares and the holders of all other series of preference stock on parity with the outstanding preference shares as to liquidation rights, then the holders of the outstanding preference shares and such other shares shall be paid ratably in proportion to the full distributable amounts to which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. Voting The Series H preference shares do not entitle holders thereof to voting rights, except: o with respect to any amendment or alteration of any provision of our Certificate of Incorporation which would adversely affect the powers, preference or special rights of the Series H preference shares, which requires the prior approval of the holders of at least two-thirds of the outstanding Series H preference shares; o in the event we fail to pay accumulated preferential dividends on the Series H preference shares in full for any six quarterly dividend payment periods, whether or not consecutive, and all such dividends remain unpaid; and o as required by law. In the event of a preferential dividend default as described above, the number of our directors will be increased by two and the holders of the outstanding Series H preference shares, voting together as a class with all other series of preference stock ranking junior to or on a parity with such preference shares and then entitled to vote on the election of such directors, will be entitled to elect such two additional directors until the full dividends accumulated on all outstanding Series H preference shares have been paid. Registrar and Transfer Agent The transfer agent for each series of preference stock will be described in the prospectus supplement. Description of Debt Securities Debt May Be Senior or Subordinated This prospectus describes certain general terms and provisions of the debt securities. The debt securities will constitute either senior or subordinated debt. We will issue debt securities that will be senior debt under the senior debt indenture dated December 7, 1995 between us and Citibank, N.A., as senior debt trustee. We will issue debt securities that will be subordinated debt under the subordinated debt indenture dated as of January 1, 2002 between us and Citibank, N.A, as subordinated debt trustee. This prospectus refers to the senior debt indenture and the subordinated debt indenture individually as the indenture and collectively as the indentures. This prospectus refers to the senior debt trustee and the subordinated debt trustee individually as the trustee and collectively as the trustees. When we offer to sell a particular series of debt securities, we will describe the specific terms for the securities in a supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities. We have summarized certain terms and provisions of the indentures. The summaries are not complete and are subject to the terms of the senior debt indenture, which is incorporated herein by reference, and subordinated debt indenture, which is filed as an exhibit to the registration statement, respectively. You should read the indentures for the provisions which may be important to you. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended. The indentures are substantially identical, except for the provisions relating to subordination and covenants. See "-Subordinated Debt" and "-Certain Covenants." Neither indenture will limit the amount of debt securities which we may issue. We may issue debt securities up to an aggregate principal amount as we may authorize from time to time. Terms of a Particular Offering The prospectus supplement will describe the terms of any debt securities being offered, including: o classification as senior or subordinated debt securities; o the designation of the debt securities; o the aggregate principal amount of the debt securities; o the percentage of their principal amount at which the debt securities will be issued; o if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; o the date or dates on which the debt securities will mature; o the rate or rates per annum, if any, at which the debt securities will bear interest; o the times at which the interest will be payable; o whether the debt securities are convertible or exchangeable and, if so, the securities or rights into which the debt securities are convertible or exchangeable, and the terms and conditions of conversion or exchange; o the date after which the debt securities may be redeemed and the redemption price or any prepayment or sinking fund provisions; o if other than denominations of $1,000 or multiples of $1,000, the denominations the debt securities will be issued in; o the currency or currencies in which the debt securities are issuable or payable; o the exchanges on which the debt securities may be listed; o whether the debt securities shall be issued in book-entry form; and o any other specific terms, including any additional events of default or covenants. Principal and interest, if any, will be payable, and, unless the debt securities are issued in book-entry form, the debt securities being offered will be transferable, at the principal corporate trust office of the trustees, which at the date hereof is 111 Wall Street, New York, New York 10005, Attention: Citibank Agency & Trust, provided that payment of interest may be made at our option by check mailed to the address of the person entitled thereto. Some of the debt securities may be issued as discounted debt securities, bearing no interest or interest at a rate, which at the time of issuance, is below market rates, to be sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such discounted debt securities will be described in a prospectus supplement. Debt securities will include debt securities denominated in United States dollars or, at our option if so specified in a prospectus supplement, in any other freely transferable currency. If a prospectus supplement specifies that debt securities are denominated in a currency other than United States dollars, the prospectus supplement will also specify the denomination in which such debt securities will be issued and the coin or currency in which the principal, premium, if any, and interest on the debt securities, where applicable, will be payable, which may be United States dollars based upon the exchange rate for such other currency existing on or about the time a payment is due. If a prospectus supplement specifies that the debt securities will have a redemption option, the "Option to Elect Repurchase" constitutes an issuer tender offer under the Exchange Act. We will comply with all issuer tender offer rules and regulations under the Exchange Act, including Rule 14e-1, if such redemption option is elected. We will make any required filings with the SEC and furnish certain information to the holders of the debt securities. Senior Debt We will issue under the senior debt indenture the debt securities that will constitute part of the our senior debt. These senior debt securities will rank equally and pari passu with all of our other unsecured and unsubordinated debt (other than obligations preferred by mandatory provisions of law). Subordinated Debt We will issue under the subordinated debt indenture the debt securities that will constitute part of our subordinated debt. These subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner set forth in the subordinated debt indenture, to all of our "senior indebtedness." The subordinated debt indenture defines "senior indebtedness" as obligations of, or guaranteed or assumed by, us for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation. "Senior indebtedness" does not include nonrecourse obligations, the subordinated debt securities or any other obligations specifically designated as being subordinate in right of payment to senior indebtedness. See the subordinated debt indenture, section 13. In general, the holders of all senior indebtedness are first entitled to receive payment of the full amount unpaid on senior indebtedness before the holders of any of the subordinated debt securities or coupons are entitled to receive a payment on account of the principal or interest on the indebtedness evidenced by the subordinated debt securities in certain events. These events include: o any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings which concern us or a substantial part of our property; o a default having occurred for the payment of principal, premium, if any, or interest on or other monetary amounts due and payable on any senior indebtedness or any other default having occurred concerning any senior indebtedness, which permits the holder or holders of any senior indebtedness to accelerate the maturity of any senior indebtedness with notice or lapse of time, or both. Such an event of default must have continued beyond the period of grace, if any, provided for such event of default, and such an event of default shall not have been cured or waived or shall not have ceased to exist; o the principal of, and accrued interest on, any series of the subordinated debt securities having been declared due and payable upon an event of default pursuant to section 6 of the subordinated debt indenture; this declaration must not have been rescinded and annulled as provided in the subordinated debt indenture; or o any different or additional events described in a prospectus supplement. If this prospectus is being delivered in connection with a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated in this prospectus by reference will set forth the approximate amount of senior indebtedness outstanding as of the end of the most recent fiscal quarter. If the trustee under the subordinated debt indenture or any holders of the subordinated debt securities receive any payment or distribution that is prohibited under the subordination provisions, then the trustee or the holders will have to repay that money to the holders of the senior indebtedness. Even if the subordination provisions prevent us from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under that series if we do not make the payment when due. This means that the trustee under the subordinated debt indenture and the holders of debt securities of that series can take action against us, but they will not receive any money until the claims of the holders of senior indebtedness have been fully satisfied. Certain Covenants Definitions Applicable to Covenants Under Our Senior Debt Indenture. The following definitions shall be applicable to the senior debt covenants specified below: (i) "Attributable Debt" means, at the time of determination as to any lease, the present value (discounted at the actual rate, if stated, or, if no rate is stated, the implicit rate of interest of such lease transaction as determined by our chairman, president or any vice chairman, any vice president, our treasurer or any assistant treasurer), calculated using the interval of scheduled rental payments under such lease, of the obligation of the lessee for net rental payments during the remaining term of such lease (excluding any subsequent renewal or other extension options held by the lessee). The term "net rental payments" means, with respect to any lease for any period, the sum of the rental and other payments required to be paid in such period by the lessee thereunder, but not including, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates, indemnities or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, earnings or profits or of maintenance and repairs, insurance, taxes, assessments, water rates, indemnities or similar charges; provided, however, that, in the case of any lease which is terminable by the lessee upon the payment of a penalty in an amount which is less than the total discounted net rental payments required to be paid from the later of the first date upon which such lease may be so terminated and the date of the determination of net rental payments, "net rental payments" shall include the then-current amount of such penalty from the later of such two dates, and shall exclude the rental payments relating to the remaining period of the lease commencing with the later of such two dates. (ii) "Debt" means notes, bonds, debentures or other similar evidences of indebtedness for money borrowed. (iii) "Manufacturing Subsidiary" means any Subsidiary (A) substantially all the property of which is located within the continental United States of America, (B) which owns a Principal Domestic Manufacturing Property and (C) in which our investment, direct or indirect and whether in the form of equity, debt, advances or otherwise, is in excess of $2,500,000,000 as shown on our books as of the end of the fiscal year immediately preceding the date of determination; provided, however, that "Manufacturing Subsidiary" shall not include Hughes Electronics Corporation and its Subsidiaries, General Motors Acceptance Corporation and its Subsidiaries (or any corporate successor of any of them) or any other Subsidiary which is principally engaged in leasing or in financing installment receivables or otherwise providing financial or insurance services to us or others or which is principally engaged in financing our operations outside the continental United States of America. (iv) "Mortgage" means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance. (v) "Principal Domestic Manufacturing Property" means any manufacturing plant or facility owned by us or any Manufacturing Subsidiary which is located within the continental United States of America and, in the opinion of our Board of Directors, is of material importance to the total business conducted by us and our consolidated affiliates as an entity. (vi) "Subsidiary" means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by us, or by one or more Subsidiaries, or by us and one or more Subsidiaries. Limitation on Liens. For the benefit of the senior debt securities, we will not, nor will we permit any Manufacturing Subsidiary to, issue or assume any Debt secured by a Mortgage upon any Principal Domestic Manufacturing Property of ours or any Manufacturing Subsidiary or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal Domestic Manufacturing Property, shares of stock or indebtedness are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance or assumption of any such Debt that the senior debt securities (together with, if we shall so determine, any other indebtedness of us or such Manufacturing Subsidiary ranking equally with the senior debt securities and then existing or thereafter created) shall be secured equally and ratably with such Debt, unless the aggregate amount of Debt issued or assumed and so secured by Mortgages, together with all other Debt of ours and our Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted to be secured under clauses (i) through (vi) of the immediately following paragraph, does not at the time exceed 20% of the stockholders equity of us and our consolidated subsidiaries, as determined in accordance with accounting principles generally accepted in the U.S. and shown on the audited consolidated balance sheet contained in the latest published annual report to our stockholders. The above restrictions shall not apply to Debt secured by: (i) Mortgages on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the time of acquisition of such property by us or a Manufacturing Subsidiary, or Mortgages to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by us or a Manufacturing Subsidiary or to secure any Debt incurred prior to, at the time of, or within 180 days after, the later of the date of acquisition of such property and the date such property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Mortgages to secure any Debt incurred for the purpose of financing the cost to us or a Manufacturing Subsidiary of improvements to such acquired property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to us or to another Subsidiary; (iv) Mortgages on property of a corporation existing at the time such corporation is merged or consolidated with us or a Manufacturing Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to us or a Manufacturing Subsidiary; (v) Mortgages on property of ours or a Manufacturing Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; or (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (i) to (v); provided, however, that the principal amount of Debt secured thereby shall not exceed by more than 115% the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements on such property). The subordinated debt indenture does not include any limitation on our ability to incur these types of liens. Limitation on Sales and Lease-Backs. For the benefit of the senior debt securities, we will not, nor will we permit any Manufacturing Subsidiary to, enter into any arrangement with any person providing for the leasing by us or any Manufacturing Subsidiary of any Principal Domestic Manufacturing Property owned by us or any Manufacturing Subsidiary on the date that the senior debt securities are originally issued (except for temporary leases for a term of not more than five years and except for leases between us and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by us or such Manufacturing Subsidiary to such person, unless either: (i) we or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described above, to issue, assume, extend, renew or replace Debt secured by a Mortgage upon such property equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the senior debt securities; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described above and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of the covenant on limitation on liens described above (which provisions include the exceptions set forth in clauses (i) through (vi) of such covenant); or (ii) we shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of ours or any Manufacturing Subsidiary (other than Debt owned by us or any Manufacturing Subsidiary) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date of the creation of such Debt. The subordinated debt indenture does not include any limitations on sales and lease-backs. Defeasance If the terms of a particular series of debt securities so provide, we may, at our option, (a) discharge its indebtedness and its obligations under the applicable indenture with respect to such series or (b) not comply with certain covenants contained in the applicable indenture with respect to such series, in each case by depositing funds or obligations issued or guaranteed by the United States of America with the trustee sufficient to pay and discharge the entire indebtedness of all outstanding debt securities of such series. Such defeasance is subject to other conditions including receipt of a tax opinion to the effect that the holders of the debt securities will not recognize income, gain or loss for United States Federal income tax purposes as a result of such defeasance and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such defeasance had not occurred. Consolidation, Merger or Sale of Assets The indentures provide that we will not merge or consolidate with another corporation or sell or convey all or substantially all of our assets unless either we are the continuing corporation or the new corporation shall expressly assume the interest and principal due under the debt securities. In either case, the indentures provide that neither we nor a successor corporation may be in default of performance immediately after a merger or consolidation. Additionally, the indentures provide that in the case of any such merger or consolidation, either we or the successor company may continue to issue securities under the indentures. Modification of the Indenture The indentures contain provisions permitting us and the applicable trustee to modify or amend such indenture or any supplemental indenture or the rights of the holders of the debt securities issued thereunder, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of all series at the time outstanding under either such indenture which are affected by such modification or amendment, voting as one class, provided that no such modification shall: o extend the fixed maturity of any debt securities, or reduce the principal amount thereof, or premium, if any, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each debt security so affected; or o reduce the aforesaid percentage of debt securities, the consent of the holders of which is required for any such modification, without the consent of the holders of all debt securities then outstanding under the indentures. Events of Default An event of default with respect to any series of debt securities issued subject to the indentures is defined in the indentures as being: o default in payment of any principal or premium, if any, on such series; o default for 30 days in payment of any interest on such series; o default for 90 days after notice in performance of any other covenant in the indentures; or o certain events of bankruptcy, insolvency or reorganization. If the terms of any series of subordinated debt provide for additional events of default, they will be described in a prospectus supplement. No event of default with respect to a particular series of debt securities issued under the indentures necessarily constitutes an event of default with respect to any other series of debt securities issued thereunder. In case an Event of Default as set out in the first, second and third items listed above shall occur and be continuing with respect to any series, the trustee or the holders of not less than 25% in aggregate principal amount of debt securities of each such series then outstanding may declare the principal, or, in the case of discounted debt securities, the amount specified in the terms thereof, of such series to be due and payable. In case an Event of Default as set out in the fourth item listed above shall occur and be continuing, the trustee or the holders of not less than 25% in aggregate principal amount of all the debt securities then outstanding under the applicable indenture, voting as one class, may declare the principal, or, in the case of discounted debt securities, the amount specified in the terms thereof, of all outstanding debt securities to be due and payable. Any Event of Default with respect to a particular series of debt securities may be waived by the holders of a majority in aggregate principal amount of the outstanding debt securities of such series, or of all the outstanding debt securities, as the case may be, except in a case of failure to pay principal or premium, if any, or interest on such debt security for which payment had not been subsequently made. We are required to file with each trustee annually an Officers' Certificate as to the absence of certain defaults under the terms of the applicable indenture. The indentures provides that the trustees may withhold notice to the securityholders of any default, except in payment of principal, premium, if any, or interest, if it considers it in the interest of the securityholders to do so. Subject to the provisions of the indentures relating to the duties of the trustees in case an Event of Default shall occur and be continuing, the trustees shall be under no obligation to exercise any of their respective rights or powers under the indentures at the request, order or direction of any of the securityholders, unless such securityholders shall have offered to the trustees reasonable indemnity or security. Subject to such provisions for the indemnification of the trustees and to certain other limitations, the holders of a majority in principal amount of the debt securities of each series affected, with each series voting as a separate class, at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustees, or exercising any trust or power conferred on the trustees. Concerning our Relationships with the Trustees Citibank, N.A. is the trustee under both the senior debt indenture and the subordinated debt indenture. It is also the trustee under an indenture for General Motors Nova Scotia Finance Company, for which we are the guarantor, as well as under various other indentures covering our outstanding notes and debentures. Citibank, N.A. and its affiliates act as depositary for funds of, make loans to, act as trustee and perform certain other services for, certain of our affiliates and us in the normal course of its business. As trustee of various trusts, it has purchased our securities and those of certain of our affiliates. Description of Depositary Shares We may, at our option, elect to offer fractional shares of preferred stock or preference stock, rather than full shares of preferred stock or preference stock. If we exercise this option, we will issue receipts for depositary shares, and each of these depositary shares will represent a fraction (to be set forth in a prospectus supplement) of a share of a particular series of preferred stock or preference stock. The shares of any series of preferred stock or preference stock underlying the depositary shares will be deposited under a deposit agreement between us and a bank or trust company selected by us. The depositary will have its principal office in the United States and a combined capital and surplus of at least $50,000,000. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a share of preferred stock or preference stock underlying the depositary share, to all the rights and preferences of the preferred stock or preference stock underlying that depositary share. Those rights may include dividend, voting, redemption, conversion and liquidation rights. The depositary shares will be evidenced by depositary receipts issued under a deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock or preference stock underlying the depositary shares in accordance with the terms of the offering. The following description of the material terms of the deposit agreement, the depositary shares and the depositary receipts is only a summary and you should refer to the forms of the deposit agreement and depositary receipts, forms of which have been filed as exhibits to the registration statement. Pending the preparation of definitive engraved depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to the definitive depositary receipts but not in definitive form. These temporary depositary receipts entitle their holders to all the rights of definitive depositary receipts. Temporary depositary receipts will then be exchangeable for definitive depositary receipts at our expense. Dividends and Other Distributions The depositary will distribute all cash dividends or other cash distributions received with respect to the underlying stock to the record holders of depositary shares in proportion to the number of depositary shares owned by those holders. If there is a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the applicable holders. Withdrawal of Underlying Preferred Stock or Preference Stock Unless we say otherwise in a prospectus supplement, holders may surrender depositary receipts at the principal office of the depositary and, upon payment of any unpaid amount due to the depositary, be entitled to receive the number of whole shares of underlying preferred stock or preference stock and all money and other property represented by the related depositary shares. We will not issue any partial shares of preferred stock or preference stock. If the holder delivers depositary receipts evidencing a number of depositary shares that represent more than a whole number of shares of preferred stock or preference stock, the depositary will issue a new depositary receipt evidencing the excess number of depositary shares to that holder. Redemption of Depositary Shares If a series of preferred stock or preference stock represented by depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of that series of underlying stock held by the depositary. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to that series of underlying stock. Whenever we redeem shares of underlying stock that are held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the shares of underlying stock so redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or proportionately, as may be determined by the depositary. Voting Upon receipt of notice of any meeting at which the holders of the underlying stock are entitled to vote, the depositary will mail the information contained in the notice to the record holders of the depositary shares underlying the preferred stock or preference stock. Each record holder of the depositary shares on the record date (which will be the same date as the record date for the underlying stock) will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the underlying stock represented by that holder's depositary shares. The depositary will then try, as far as practicable, to vote the number of shares of preferred stock or preference stock underlying those depositary shares in accordance with those instructions, and we will agree to take all actions which may be deemed necessary by the depositary to enable the depositary to do so. The depositary will not vote the underlying shares to the extent it does not receive specific instructions from the holders of depositary shares underlying the preferred stock or preference stock. Conversion of Preferred Stock or Preference Stock If the prospectus supplement relating to the depositary shares says that the deposited preferred stock or preference stock is convertible into or exchangeable for our common stock or shares of another series of our preferred stock or preference stock, the following will apply. The depositary shares, as such, will not be convertible into or exchangeable for any of our securities. Rather, any holder of the depositary shares may surrender the related depositary receipts to the depositary with written instructions directing the conversion or exchange of the preferred stock or preference stock represented by the depositary shares into or for whole shares of our common stock or shares of another series of our preferred stock or preference stock. Upon receipt of those instructions and any amounts payable by the holder in connection with the conversion or exchange, we will cause the conversion or exchange using the same procedures as those provided for conversion or exchange of the deposited preferred stock or preference stock. If only some of the depositary shares are to be converted or exchanged, a new depositary receipt or receipts will be issued for any depositary shares not to be converted or exchanged. Amendment and Termination of the Depositary Agreement The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The deposit agreement may be terminated by us or by the depositary only if (a) all outstanding depositary shares have been redeemed or converted or exchanged for any other securities into which the underlying preferred stock or preference stock is convertible or exchangeable or (b) there has been a final distribution of the underlying stock in connection with our liquidation, dissolution or winding up and the underlying stock has been distributed to the holders of depositary receipts. Charges of Depositary We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the underlying stock and any redemption of the underlying stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and those other charges, including a fee for any permitted withdrawal of shares of underlying stock upon surrender of depositary receipts, as are expressly provided in the deposit agreement to be for their accounts. Reports The depositary will forward to holders of depositary receipts all reports and communications from us that we deliver to the depositary and that we are required to furnish to the holders of the underlying stock. Limitation on Liability Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our respective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or underlying stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting underlying stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine. Resignation and Removal of Depositary The depositary may resign at any time by delivering notice to us of its election to resign. We may remove the depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. Description of Warrants We may issue warrants for the purchase of debt securities and warrants for the purchase of other securities, including common stock, preference stock and preferred stock. We may offer warrants separately or together with one or more additional warrants or debt securities, common stock, preference stock or preferred stock or any combination thereof in the form of units, as described in a prospectus supplement. This prospectus refers to warrants for the purchase of debt securities as debt warrants and warrants for the purchase of other securities as stock warrants and collectively as warrants. We will issue debt warrants under one or more debt warrant agreements, and stock warrants under one or more stock warrant agreements, to be entered into between us and a bank or trust company, as warrant agent, in one or more series, which will be described in a prospectus supplement for the warrants. The form of debt warrant agreement and form of stock warrant agreement are filed as exhibits to the registration statement. The following summaries of significant provisions of the warrant agreements and the warrants are not intended to be comprehensive and holders of warrants should review the detailed provisions of the relevant warrant agreement for a full description and for other information regarding the warrants. Debt Warrants The debt warrants will be evidenced by debt warrant certificates and, except as otherwise specified in a prospectus supplement, may be traded separately from any debt securities with which they may be issued. Debt warrant certificates may be exchanged for new debt warrant certificates of different denominations at the office of the warrant agent. The holder of a debt warrant does not have any of the rights of a holder of a debt security in respect of, and is not entitled to any payments on, any debt securities issuable, but not yet issued, upon exercise of the debt warrants. The debt warrants may be issued in one or more series, and a prospectus supplement will contain, where applicable, the terms of, and other information with respect to, such debt warrants, including: o the title and the aggregate number of debt warrants; o the debt securities for which each debt warrant is exercisable; o the date or dates on which the debt warrants will expire; o the price or prices at which the debt warrants are exercisable; o the currency or currencies in which the debt warrants are exercisable; o the periods during which, and places at which, the debt warrants are exercisable; o the terms of any mandatory or optional call provisions; o the price or prices, if any, at which the debt warrants may be redeemed at the option of the holder or will be redeemed upon expiration; o whether the debt warrants will be sold separately or with other securities as part of a unit; o if applicable, the designation and terms of the debt securities with which the debt warrants are issued and the number of debt warrants issued with each of the debt securities; o the identity of the warrant agent; o the exchanges, if any, on which the debt warrants may be listed; and o whether the debt warrants shall be issued in book-entry form. Exercise of Debt Warrants. Debt warrants may be exercised by payment to the warrant agent of the exercise price, in each case in such currency or currencies as are specified in the debt warrant, and by communicating to the warrant agent the identity of the debt warrant holder and the number of debt warrants to be exercised. Upon receipt of payment and the debt warrant certificate properly completed and duly executed at the office of the warrant agent, the warrant agent will, as soon as practicable, arrange for the issuance of the applicable debt securities, the form of which shall be set forth in a prospectus supplement. If less than all of the debt warrants evidenced by a debt warrant certificate are exercised, a new debt warrant certificate will be issued for the remaining amounts of debt warrants. Stock Warrants Stock warrants will be evidenced by stock warrant certificates which may be exchanged for new stock warrant certificates of different denominations at the office of the warrant agent. The holder of a stock warrant does not have any of the rights of a holder of our common stock, preferred stock or preference stock and is not entitled to payments of dividends, if any, or payment of interest on our common stock, preferred stock or preference stock issuable, but not yet issued, upon exercise of the stock warrants. The applicable prospectus supplement will describe the following terms of the stock warrants in respect of which this prospectus is being delivered: o the title and aggregate number of stock warrants; o the securities (which may include preferred stock, preference stock or common stock) for which each stock warrant is exercisable; o the date or dates on which the stock warrants will expire; o the price or prices at which the stock warrants are exercisable; o the currency or currencies in which the stock warrants are exercisable; o the period during which, and places at which, the stock warrants are exercisable; o the terms of any mandatory or optional call provisions; o the price or prices, if any, at which the stock warrants may be redeemed at the option of the holder; o if applicable, the designation and terms of the preferred stock or preference stock with which the stock warrants are issued, and the number of stock warrants issued with each share of preferred stock, preference stock or common stock; o any provisions for adjustment of the number or amount of securities receivable upon exercise of stock warrants or the exercise price of such stock warrants; o if applicable, the date on and after which the stock warrants and the related preferred stock, preference stock or common stock will be separately transferable; o any other terms of the stock warrants, including terms, procedures and limitations relating to the exchange and exercise of stock warrants; o the identity of the warrant agent; o the exchanges, if any, on which the stock warrants may be listed; o the maximum or minimum number of stock warrants which may be exercised at any time; and o whether the stock warrants shall be issued in book-entry form. Exercise of Stock Warrants. Each stock warrant will entitle the holder thereof to purchase for cash shares of our common stock, preference stock or preferred stock at an exercise price as shall in each case be set forth in, or be determinable as set forth in, a prospectus supplement relating to such stock warrants offered thereby. Stock warrants may be exercised at any time up to the close of business on the expiration date set forth in a prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. Upon receipt of payment and the stock warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in a prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the stock warrants represented by a stock warrant certificate are exercised, a new stock warrant certificate will be issued for the remaining stock warrants. Significant Provisions of the Warrant Agreements We will issue debt warrants under one or more debt warrant agreements, and stock warrants under one or more stock warrant agreements, to be entered into between us and a bank or trust company, as warrant agent, in one or more series, which will be described in a prospectus supplement for the warrants. The following summaries of significant provisions of the warrant agreements are not intended to be comprehensive and holders of warrants should review the detailed provisions of the relevant warrant agreement for a full description and for other information regarding the warrants. Modifications without Consent of Warrant Holders. We and the warrant agent may amend the terms of the warrants and the warrant certificates without the consent of the holders to: o cure any ambiguity; o cure, correct or supplement any defective or inconsistent provision; o amend the terms in any other manner which we may deem necessary or desirable and which will not adversely affect the interests of the affected holders in any material respect; or o reduce the exercise price of the stock warrants. Modifications with Consent of Warrant Holders. We and the warrant agent, with the consent of the holders of not less than a majority in number of the then outstanding unexercised warrants affected, may modify or amend the warrant agreements. However, we and the warrant agent may not make any of the following modifications or amendments without the consent of each affected warrant holder: o change the exercise price of the debt warrants; o reduce the amount or number receivable upon exercise, cancellation or expiration of the warrants other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the warrants; o shorten the period of time during which the warrants may be exercised; o materially and adversely affect the rights of the owners of the warrants; or o reduce the percentage of outstanding warrants the consent of whose owners is required for the modification of the applicable warrant agreement. Consolidation, Merger or Sale of Assets. If at any time we merge or consolidate or transfer substantially all of our assets, the successor corporation will succeed to and assume all of our obligations under each warrant agreement and the warrant certificates. We will then be relieved of any further obligation under the warrant agreements and the warrants issued thereunder. See "Description of Debt Securities-Certain Covenants" and "Description of Debt Securities-Consolidation, Merger or Sale of Assets." Enforceability of Rights of Warrant Holders. The warrant agents will act solely as our agents in connection with the warrant certificates and will not assume any obligation or relationship of agency or trust for or with any holders of warrant certificates or beneficial owners of warrants. Any holder of warrant certificates and any beneficial owner of warrants may, without the consent of any other person, enforce by appropriate legal action, on its own behalf, its right to exercise the warrants evidenced by the warrant certificates in the manner provided for in that series of warrants or pursuant to the applicable warrant agreement. No holder of any warrant certificate or beneficial owner of any warrants will be entitled to any of the rights of a holder of the debt securities or any other securities, including common stock, preference stock or preferred stock, or any other warrant property purchasable upon exercise of the warrants, including, without limitation, the right to receive dividends, if any, or interest on any securities, the right to receive payments on debt securities or any other warrant property or to enforce any of the covenants or rights in the relevant indenture or any other similar agreement. Registration and Transfer of Warrants. Subject to the terms of the applicable warrant agreement, warrants in registered, definitive form may be presented for exchange and for registration of transfer, at the corporate trust office of the warrant agent for that series of warrants, or at any other office indicated in the prospectus supplement relating to that series of warrants, without service charge. However, the holder will be required to pay any taxes and other governmental charges as described in the warrant agreement. The transfer or exchange will be effected only if the warrant agent for the series of warrants is satisfied with the documents of title and identity of the person making the request. New York Law to Govern. The warrants and each warrant agreement will be governed by, and construed in accordance with, the laws of the State of New York. Description of Units We may issue units, consisting of one or more debt securities or other securities, including common stock, preference stock or preferred stock, warrants or any combination thereof, as described in a prospectus supplement. The applicable prospectus supplement will describe: o the designation and the terms of the units and of any combination of debt securities, preferred stock, preference stock, common stock and warrants constituting the units, including whether and under what circumstances the debt securities, preferred stock, preference stock, common stock or warrants may be traded separately; o any additional terms of the governing unit agreement; o any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the debt securities, preferred stock, preference stock, common stock or warrants constituting the units; and o any applicable United States federal income tax consequences. The terms and conditions described under "Description of Debt Securities," "Description of Preferred Stock," "Description of Preference Stock," "Description of Common Stock," "Description of Warrants" and those described below under "-Significant Provisions of the Unit Agreement" will apply to each unit and to any debt security, preferred stock, preference stock, common stock or warrant included in each unit, respectively, unless otherwise specified in the applicable prospectus supplement. We will issue the units under one or more unit agreements, each referred to as a unit agreement, to be entered into between us and a bank or trust company, as unit agent. We may issue units in one or more series, which will be described in a prospectus supplement. The following descriptions of the material provisions and terms of the unit agreement and units are not complete, and you should review the detailed provisions of the unit agreement to be filed with the SEC in connection with the offering of specific units for a full description, including the definition of some of the terms used in this prospectus and for other information regarding the units. Significant Provisions of the Unit Agreement Obligations of Unit Holder. Under the terms of the unit agreement, each owner of a unit consents to and agrees to be bound by the terms of the unit agreement. Assumption of Obligations by Transferee. Upon the registration of transfer of a unit, the transferee will assume the obligations, if any, of the transferor under any security constituting that unit, and the transferor will be released from those obligations. Under the unit agreement, we consent to the transfer of these obligations to the transferee, to the assumption of these obligations by the transferee and to the release of the transferor, if the transfer is made in accordance with the provisions of the unit agreement. Remedies. Upon the acceleration of the debt securities constituting any units, our obligations may also be accelerated upon the request of the owners of not less than 25% of the affected purchase contracts, on behalf of all the owners. Limitation on Actions by You as an Individual Holder. No owner of any unit will have any right under the unit agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise regarding the unit agreement, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official, unless the owner will have given written notice to the unit agent and to us of the occurrence and continuance of a default thereunder and in the case of an event of default under the debt securities or the relevant indenture, unless the procedures, including notice to us and the trustee, described in the applicable indenture have been complied with. If these conditions have been satisfied, any owner of an affected unit may then, but only then, institute an action or proceeding. Absence of Protections against All Potential Actions. There are no covenants or other provisions in the unit agreement providing for a put right or increased interest or otherwise that would afford holders of units additional protection in the event of a recapitalization transaction, a change of control or a highly leveraged transaction. Modification without Consent of Holders. We and the unit agent may amend the unit agreement without the consent of the holders to: o cure any ambiguity; o correct or supplement any defective or inconsistent provision; or o amend the terms in any other manner which we may deem necessary or desirable and which will not adversely affect the interests of the affected holders in any material respect. Modification with Consent of Holders. We and the unit agent, with the consent of the holders of not less than a majority of all series of outstanding units affected, voting as one class, may modify the rights of the holders of the units of each series so affected. However, we and the unit agent may not make any of the following modifications without the consent of the holder of each outstanding unit affected by the modification: o materially adversely affect the holders' units or the terms of the unit agreement (other than terms related to the first three clauses above); or o reduce the percentage of outstanding units the consent of whose owners is required for the modification of the provisions of the unit agreement (other than terms related to the first three clauses above). Modifications of any debt securities included in units may only be made in accordance with the applicable indenture, as described under "Description of Debt Securities--Modification and Waiver." Consolidation, Merger or Sale of Assets. The unit agreement provides that we will not consolidate or combine with or merge with or into or, directly or indirectly, sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of our properties and assets to any person or persons in a single transaction or through a series of transactions, unless: o we shall be the continuing person or, if we are not the continuing person, the resulting, surviving or transferee person (the "surviving entity") is a company organized and existing under the laws of the United States or any State or territory; o the surviving entity will expressly assume all of our obligations under the debt securities and each indenture, and will, if required by law to effectuate the assumption, execute supplemental indentures which will be delivered to the trustees and will be in form and substance reasonably satisfactory to the trustees; o immediately after giving effect to such transaction or series of transactions on a pro forma basis, no default has occurred and is continuing; and o we or the surviving entity will have delivered to the trustees an officers' certificate and opinion of counsel stating that the transaction or series of transactions and a supplemental indenture, if any, complies with this covenant and that all conditions precedent in the applicable indenture relating to the transaction or series of transactions have been satisfied. If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of our assets occurs in accordance with the indentures, the successor corporation will succeed to, and be substituted for, and may exercise our rights and powers under the indentures with the same effect as if such successor corporation had been named as us. Except for any lease or any sale, assignment, conveyance, transfer, lease or other disposition to certain of our subsidiaries, we will be discharged from all obligations and covenants under the indentures and the debt securities. Unit Agreement Not Qualified Under Trust Indenture Act. The unit agreement will not be qualified as an indenture under, and the unit agent will not be required to qualify as a trustee under, the Trust Indenture Act. Accordingly, the holders of units will not have the benefits of the protections of the Trust Indenture Act. However, any debt securities issued as part of a unit will be issued under an indenture qualified under the Trust Indenture Act, and the trustee under that indenture will be qualified as a trustee under the Trust Indenture Act. Title. We, the unit agent, the trustees, the warrant agent and any of their agents will treat the registered owner of any unit as its owner, notwithstanding any notice to the contrary, for all purposes. New York Law to Govern. The unit agreement, the units and the purchase contracts constituting part of the units will be governed by, and construed in accordance with, the laws of the State of New York. Forms of Securities Unless otherwise indicated in a prospectus supplement, the debt securities, warrants and units will be issued in the form of one or more fully registered global securities (a "Global Security") which will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository" or "DTC") and registered in the name of the Depository's nominee. Beneficial interests in a Global Security will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants of the Depository. Investors may elect to hold interests in the Global Securities through DTC. Except as set forth below, a Global Security may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. The Depository has advised us that it is a limited-purpose trust company which was created to hold securities for its participating organizations and to facilitate the clearance and settlement of securities transactions between participants in such securities through electronic book-entry changes in accounts of its participants. Participants include: o securities brokers and dealers, including the underwriters named in the accompanying prospectus supplement; o banks and trust companies; o clearing corporations; and o certain other organizations. Access to the Depository's system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by the Depository only through participants or indirect participants. The Depository advises that pursuant to procedures established by it: o upon issuance of a Global Security, the Depository will credit the account of participants designated by any dealers, underwriters or agents participating in the distribution of the securities with the respective principal or face amounts of securities beneficially owned by such participants; and o ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to participants' interests), the participants and the indirect participants (with respect to the owners of beneficial interests in the Global Security). The laws of some states require that certain persons take physical delivery in definitive form of securities which they own. Consequently, the ability to own, transfer or pledge beneficial interests in a Global Security is limited to such extent. As long as the Depository's nominee is the registered owner of a Global Security, such nominee for all purposes will be considered the sole owner or holder of the securities represented by the Global Security. Except as provided below, you will not: o be entitled to have any of the securities registered in your name; o receive or be entitled to receive physical delivery of the securities in definitive form; or o be considered the owners or holders of the securities under the applicable indenture, warrant agreement or unit agreement. Principal, premium, if any, and interest payments on debt securities, and any payments to holders with respect to warrants or units, represented by a Global Security registered in the name of a Depository or its nominee will be made to the Depository or its nominee, as the case may be, as the registered owner of the Global Security. Neither we, the trustees, any unit agent, warrant agent, paying agent nor the Depository will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in Global Securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. If the Depository is at any time unwilling or unable to continue as depositary and we have not appointed a successor depositary within 90 days, we will issue securities in definitive form in exchange for the Global Securities. In addition, we may at any time determine not to have the securities represented by Global Securities and, in such event, will issue securities in definitive form in exchange for the Global Securities. In either instance, an owner of a beneficial interest in a Global Security will be entitled to have securities equal in principal amount to the beneficial interest registered in its name and will be entitled to physical delivery of the securities in definitive form. No service charge will be made for any transfer or exchange of the securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Plan of Distribution A prospectus supplement will set forth the terms of the offering of the securities described in this prospectus, including (a) the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them, (b) the initial public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers, and (c) any securities exchanges on which the securities may be listed. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. We may sell the securities in any of five ways (or in any combination): o directly to purchasers; o through agents; o through underwriters o through dealers; and o through direct sales or auctions performed by utilizing the Internet or a bidding or ordering system. Direct Sales We may directly solicit offers to purchase securities. In this case, no underwriters or agents would be involved. By Agents We may use agents to sell the securities. Any such agents, who may be deemed to be an underwriter as that terms is defined in the Securities Act of 1933, involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to such agent set forth, in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment, which is ordinarily three business days or less. By Underwriters If an underwriter or underwriters are utilized in the sale, we will enter into an underwriting agreement with such underwriters at the time of sale to them and the names of the underwriters and the terms of the transaction will be set forth in a prospectus supplement which will be used by the underwriters to make resales of the securities in respect of which this prospectus is delivered to the public. If underwriters are used in the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters or directly by underwriters. Generally, the underwriters' obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the securities if they purchase any of the securities. By Dealers If a dealer is utilized in the sale of securities in respect of which this prospectus is delivered, we will sell such securities to the dealer as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Delayed Delivery Contracts If so indicated in a prospectus supplement, we will authorize agents and underwriters to solicit offers by certain institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each delayed delivery contract will be for an amount not less than the respective amounts stated in the prospectus supplement. Unless we otherwise agree, the aggregate principal amount of securities sold pursuant to delayed delivery contracts shall be not less nor more than the respective amounts stated in the prospectus supplement. Institutions with whom delayed delivery contracts, when authorized, may be made include: o commercial and savings banks; o insurance companies; o pension funds; o investment companies; o educational and charitable institutions; and o other institutions All delayed delivery contracts are subject to our approval. Delayed delivery contracts will not be subject to any conditions except that the purchase by an institution of the securities covered by its delayed delivery contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject. A commission indicated in the prospectus supplement will be paid to underwriters and agents soliciting purchases of securities pursuant to contracts accepted by us. Through the Internet We may also offer debt securities directly to the public, with or without the involvement of agents, underwriters or dealers and may utilize the Internet or another electronic bidding or ordering system for the pricing and allocation of such debt securities. Such a system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us, and which may directly affect the price or other terms at which such securities are sold. The final offering price at which debt securities would be sold and the allocation of debt securities among bidders, would be based in whole or in part on the results of the Internet bidding process or auction. Many variations of the Internet auction or pricing and allocating systems are likely to be developed in the future, and we may utilize such systems in connection with the sale of debt securities. We will describe in a supplement to this prospectus how any auction or bidding process will be conducted to determine the price or any other terms of the debt securities, how potential investors may participate in the process and, where applicable, the nature of the underwriters obligations with respect to the auction or ordering system. General Information The place and time of delivery for the securities described in this prospectus will be set forth in the accompanying prospectus supplement. We may have agreements with the agents, underwriters and dealers to indemnify them against certain liabilities, including liabilities under the Securities Act of 1933. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business. In connection with the sale of the securities, certain of the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, the underwriters may overallot the offering, creating a short position. In addition, the underwriters may bid for, and purchase, the securities in the open market to cover short positions or to stabilize the price of the securities. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters will not be required to engage in these activities, and may end any of these activities at any time. Legal Matters The validity of the securities in respect of which this prospectus is being delivered will be passed on for us by Martin I. Darvick, Esq., an attorney on our legal staff, and for the agents by Davis Polk & Wardwell. Mr. Darvick own shares and holds options to purchase shares of our $1-2/3 par value common stock and owns shares of our Class H common stock. Davis Polk & Wardwell acts as counsel to the Executive Compensation Committee of our Board of Directors and has acted as counsel to us and certain of our affiliates in various matters. Experts The consolidated financial statements and related financial statement schedule incorporated in this prospectus by reference from General Motors Annual Report on Form 10-K for the year ended December 31, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. SUBJECT TO COMPLETION, DATED DECEMBER 20, 2001 PROSPECTUS GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY Debt Securities guaranteed absolutely and unconditionally by General Motors Corporation ------------------ We may offer from time to time debt securities and guarantees of debt securities. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplemental prospectus carefully before you invest. ------------------ We reserve the sole right to accept and, together with our agents from time to time, to reject in whole or in part any proposed purchase of securities to be made directly or through any agents. ------------------ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------------ _________, 20__ You should rely only on the information contained in or incorporated by reference in this prospectus or any accompanying supplemental prospectus. GM Nova Scotia and General Motors have not authorized anyone to provide you with different information or to make any additional representations. GM Nova Scotia and General Motors are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of each of such documents. ------------------ Table of contents About this Prospectus........................................................1 Principal Executive Offices..................................................1 Where You Can Find More Information..........................................1 Incorporation of Certain Documents by Reference..............................2 Description of General Motors Nova Scotia Finance Company....................3 Description of General Motors Corporation....................................3 Ratio of Earnings to Fixed Charges for General Motors Corporation............4 Use of Proceeds..............................................................4 Description of Debt Securities...............................................5 Plan of Distribution........................................................13 Legal Matters ..............................................................16 Experts.....................................................................16 Appendix I (Form of Guarantee).............................................A-1 Unless the context indicates otherwise, "Issuer" or "GM Nova Scotia" means General Motors Nova Scotia Finance Company, "Guarantor", "General Motors" or "GM" means General Motors Corporation, and the words "we", "our", "ours" and "us" refer to General Motors Nova Scotia Finance Company. Any agent's commissions or dealer or underwriter's discounts in relation to the sale of debt securities covered by this prospectus will be set forth in the applicable prospectus supplement. The net proceeds we receive from such sale will be (a) the purchase price of the debt securities less such agent's commission, (b) the purchase price of the debt securities, in the case of a dealer, or (c) the public offering price of the debt securities less such underwriter's discount. There will be an additional deduction from the proceeds in the case of (a), (b) and (c), for other related issuance expenses. Our aggregate proceeds from all debt securities sold will be the purchase price of the debt securities sold less the aggregate of the agents' commissions, the underwriter discounts and any other expenses of issuance and distribution. About this Prospectus This prospectus, along with a prospectus for General Motors Corporation, is part of a registration statement that General Motors filed with the Securities and Exchange Commission, referred to as the SEC in this prospectus, utilizing a "shelf" registration process. Under this shelf process, we may sell our guaranteed debt securities and General Motors Corporation may sell its securities, as described in the respective prospectuses, in one or more offerings. The total dollar amount of any securities sold by us and General Motors Corporation under the registration statement may not exceed $4,000,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described below under the heading "Incorporation of Certain Documents By Reference." Principal Executive Offices GM Nova Scotia's principal executive offices are located at 1908 Colonel Sam Dr., Oshawa, Ontario L1H 8P7, and the telephone number is (905) 644-5000. General Motors' principal executive offices are located at 300 Renaissance Center, Detroit, Michigan 48265-3000, and the telephone number is (313) 556-5000. General Motors maintains a website at www.gm.com. We are not incorporating the contents of General Motors' website into this prospectus. Where You Can Find More Information General Motors files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that General Motors files at the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at 233 Broadway, New York, New York 10279. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access the registration statement, including the exhibits and schedules thereto. Reports and other information can also be inspected at the offices of the following stock exchanges where General Motors' common stock, $1-2/3 par value, is listed in the United States: the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005; the Chicago Stock Exchange, Inc., One Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605; the Pacific Stock Exchange, Inc., 233 South Beaudry Avenue, Los Angeles, California 90012 and 301 Pine Street, San Francisco, California 95104; and the Philadelphia Stock Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103. Incorporation of Certain Documents by Reference The SEC allows us to "incorporate by reference" information General Motors files with them, which means that we can disclose important information about General Motors to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that General Motors files later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below that General Motors previously filed with the SEC and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities; except as noted below. These documents contain important information about General Motors and its finances. SEC Filings (File No. 1-143) Period - ---------------------------- ------ Annual Report on Form 10-K Year ended December 31, 2000 Quarterly Reports on Form 10-Q Quarters ended March 31, 2001, June 30, 2001 and September 30, 2001 Current Reports on Form 8-K January 3, 2001, January 8, 2001, January 16, 2001, January 16, 2001*, January 17, 2001, February 1, 2001, February 7, 2001, February 9, 2001*, February 23, 2001*, March 1, 2001, March 29, 2001*, April 3, 2001, April 17, 2001, April 17, 2001*, April 18, 2001 (2), April 20, 2001, May 1, 2001, May 25, 2001 (2), June 1, 2001, June 11, 2001*, July 3, 2001, July 17, 2001, August 1, 2001, August 7, 2001, August 21, 2001, August 27, 2001, September 4, 2001, September 18, 2001, September 21, 2001, September 25, 2001, September 26, 2001, October 2, 2001, October 3, 2001, October 15, 2001, October 18, 2001, October 18, 2001*, October 19, 2001, October 24, 2001 (2), October 31, 2001, November 1, 2001, November 13, 2001, November 14, 2001*, December 3, 2001 and December 6, 2001 - -------------------------- *Reports submitted to the SEC under Item 9, Regulation FD Disclosure. Pursuant to General Instruction B of Form 8-K, the reports submitted under Item 9 are not deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 and we are not subject to the liabilities of that section. We are not incorporating and will not incorporate by reference these reports into a filing under the Securities Act of 1933, the Securities Exchange Act of 1934 or into this registration statement. You may request a copy of the documents incorporated by reference in this prospectus, except exhibits to such prospectus, at no cost, by writing or telephoning the office of W. W. Creek, Controller, at the following address and telephone number: General Motors Corporation 300 Renaissance Center Detroit, Michigan 48265-3000 Tel: (313) 556-5000 Description of General Motors Nova Scotia Finance Company General Motors Nova Scotia Finance Company, organized on September 28, 2001 as a Nova Scotia unlimited liability company, is a direct, wholly owned subsidiary of General Motors. GM Nova Scotia has no independent operations other than acting as a finance company for General Motors Corporation and its affiliates. GM Nova Scotia does not, and will not, file separate reports with the SEC. Description of General Motors Corporation General Motors Corporation is primarily engaged in the automotive and, through its wholly-owned subsidiary, Hughes Electronics Corporation, the communications services industries. General Motors is the world's largest manufacturer of automotive vehicles. General Motors also has financing and insurance operations and, to a lesser extent, is engaged in other industries. General Motors' automotive segment is comprised of four regions: o GM North America; o GM Europe; o GM Latin America/Africa/Mid-East; and o GM Asia Pacific. GM North America designs, manufactures and markets vehicles primarily in North America under the following nameplates: oChevrolet oGMC oBuick oSaturn oPontiac oOldsmobile oCadillac oHummer GM Europe, GM Latin America/Africa/Mid-East, and GM Asia Pacific meet the demands of customers outside North America with vehicles designed, manufactured and marketed under the following nameplates: oOpel oHolden oSaab oGMC oBuick oVauxhall oIsuzu oChevrolet oCadillac General Motors participates in the communications services industry through Hughes, which is a leading global provider of digital entertainment services, information and communications services and satellite-based private business networks. General Motors' financing and insurance operations primarily relate to General Motors Acceptance Corporation, which provides a broad range of financial services, including consumer vehicle financing, full-service leasing and fleet leasing, dealer financing, car and truck extended service contracts, residential and commercial mortgage services, commercial vehicle and homeowner's insurance and asset-based lending. General Motors' other industrial operations include the design, manufacturing and marketing of locomotives and heavy-duty transmissions. Substantially all of General Motors' automotive-related products are marketed through retail dealers and through distributors and jobbers in the United States, Canada and Mexico, and through distributors and dealers overseas. At December 31, 2000, there were approximately 8,000 GM vehicle dealers in the United States, 840 in Canada and 155 in Mexico. Additionally, there were a total of approximately 11,220 outlets overseas which include dealers and authorized sales, service and parts outlets. Ratio of Earnings to Fixed Charges for General Motors Corporation The following table presents the ratio of earnings to fixed charges for General Motors for the periods indicated: Nine Months Ended Years Ended September 30, December 31, - ----------------- --------------------------------------- 2001 2000 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- ---- ---- 1.16 1.89 1.71 2.12 1.72 2.22 1.96 General Motors computes the ratio of earnings to fixed charges by dividing earnings before income taxes and fixed charges by the fixed charges. This ratio includes the earnings and fixed charges of GM and its consolidated subsidiaries. Fixed charges consist of interest and discount and the portion of rentals for real and personal properties in an amount deemed to be representative of the interest factor. Use of Proceeds All or a substantial portion of the proceeds from the sale of the debt securities will be lent by GM Nova Scotia to General Motors or its affiliates, and General Motors or such affiliates will use such proceeds for general corporate purposes. Description of Debt Securities General This prospectus describes certain general terms and provisions of the debt securities. The debt securities will be issued under an indenture dated as of October 15, 2001 among GM Nova Scotia, as issuer, General Motors, as guarantor, and Citibank, N.A., as trustee. When we offer to sell a particular series of debt securities, we will describe the specific terms for the securities in a supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities. We have summarized certain terms and provisions of the indenture. The summaries are not complete and are subject to the terms of the indenture, which has been incorporated by reference as an exhibit to the registration statement. You should read the indenture for the provisions which may be important to you. The indenture is subject to and governed by the Trust Indenture Act of 1939, as amended. The indenture provides that additional debt securities and guarantees may be issued without limitation as to aggregate principal amount, but only as authorized by GM Nova Scotia's and General Motors' Boards of Directors or committees thereof. Terms of a Particular Offering The prospectus supplement will describe the terms of any debt securities being offered, including: o the designation of the debt securities; o the aggregate principal amount of the debt securities; o the percentage of their principal amount at which the debt securities will be issued; o the date or dates on which the debt securities will mature; o the rate or rates per annum, if any, at which the debt securities will bear interest; o the times at which the interest will be payable; o the date after which the debt securities may be redeemed and the redemption price or any prepayment or sinking fund provisions; o if other than denominations of $1,000 or multiples of $1,000, the denominations the debt securities will be issued in; o the currency or currencies in which the debt securities are issuable or payable; o the exchanges on which the debt securities may be listed; o whether the debt securities shall be issued in book-entry form; and o any other specific terms, including any additional events of default or covenants. Principal and interest, if any, will be payable, and, unless the debt securities are issued in book-entry form, the debt securities being offered will be transferable, at the principal corporate trust office of the trustee, which at the date hereof is 111 Wall Street, New York, New York 10005, Attention: Citibank Agency & Trust, provided that payment of interest may be made at our option by check mailed to the address of the person entitled thereto. The debt securities will be unsecured and unsubordinated and will rank pari passu with all our other unsecured and unsubordinated obligations (other than obligations preferred by mandatory provisions of law). Some of the debt securities may be issued as discounted debt securities, bearing no interest or interest at a rate, which at the time of issuance, is below market rates, to be sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such discounted debt securities will be described in the accompanying prospectus supplement. Debt securities will include debt securities denominated in United States dollars or, at our option if so specified in the accompanying prospectus supplement, in any other freely transferable currency. If a prospectus supplement specifies that debt securities are denominated in a currency other than United States dollars, the prospectus supplement will also specify the denomination in which such debt securities will be issued and the coin or currency in which the principal, premium, if any, and interest on the debt securities, where applicable, will be payable, which may be United States dollars based upon the exchange rate for such other currency existing on or about the time a payment is due. If a prospectus supplement specifies that the debt securities will have a redemption option, the "Option to Elect Repurchase" constitutes an issuer tender offer under the Exchange Act. We will comply with all issuer tender offer rules and regulations under the Exchange Act, including Rule 14e-1, if such redemption option is elected. We will make any required filings with the Commission and furnish certain information to the holders of the debt securities. Guarantee General Motors, in its capacity as guarantor, will guarantee (each, a "guarantee") the punctual payment of the principal of, premium, if any, and interest and all other amounts payable on the debt securities, when and as the same are due and payable. Each guarantee is absolute and unconditional, irrespective of any circumstance that might otherwise constitute a legal or equitable discharge of a surety or guarantor. To evidence the guarantee, a guarantee, executed by General Motors, will be endorsed on each debt security. A form of the guarantee is attached hereto as Appendix I. Book-Entry, Delivery and Form Unless otherwise indicated in a prospectus supplement, the debt securities will be offered and sold in principal amounts of U.S. $1,000 and integral multiples thereof. The debt securities will be issued in the form of one or more fully registered global debt securities (a "Global Security") which will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository" or "DTC") and registered in the name of the Depository's nominee. Beneficial interests in Global Securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Depository. Investors may elect to hold interests in Global Securities through DTC. Except as set forth below, a Global Security may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. The Depository has advised us that it is a limited-purpose trust company which was created to hold securities for its participating organizations and to facilitate the clearance and settlement of securities transactions between participants in such securities through electronic book-entry changes in accounts of its participants. Participants include: o securities brokers and dealers, including underwriters named in a prospectus supplement; o banks and trust companies; o clearing corporations; and o certain other organizations. Access to the Depository's system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by the Depository only through participants or indirect participants. The Depository advises that pursuant to procedures established by it: o upon issuance of a Global Security, the Depository will credit the account of participants designated by any dealers, underwriters or agents participating in the distribution of the debt securities with the respective principal amounts of debt securities beneficially owned by such participants; and o ownership of beneficial interests in a Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to participants' interests), the participants and the indirect participants (with respect to the owners of beneficial interests in the Global Securities). The laws of some states require that certain persons take physical delivery in definitive form of securities which they own. Consequently, the ability to own, transfer or pledge beneficial interests in a Global Security is limited to such extent. As long as the Depository's nominee is the registered owner of the Global Securities, such nominee for all purposes will be considered the sole owner or holder of the debt securities under the indenture. Except as provided below, you will not: o be entitled to have any of the debt securities registered in your name; o receive or be entitled to receive physical delivery of the debt securities in definitive form; or o be considered the owners or holders of the debt securities under the indenture. GM Nova Scotia, General Motors, the trustee, any paying agent and the Depository will not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Securities, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Principal, premium, if any, and interest payments on the debt securities registered in the name of the Depository's nominee will be made by the trustee to the Depository's nominee as the registered owner of the Global Securities. Under the terms of the indenture, GM Nova Scotia, General Motors and the trustee will treat the persons in whose names the debt securities are registered as the owners of the debt securities for the purpose of receiving payment of principal, premium, if any, and interest on the debt securities and for all other purposes whatsoever. Therefore, GM Nova Scotia and General Motors do not have, and neither the trustee nor any paying agent has, any direct responsibility or liability for the payment of principal, premium, if any, or interest on the debt securities to owners of beneficial interests in the Global Securities. The Depositary has advised GM Nova Scotia, General Motors and the trustee that its present practice is, upon receipt of any payment of principal or interest, to immediately credit the accounts of the participants with such payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in the Global Securities as shown on the records of the Depositary. Payments by participants and indirect participants to owners of beneficial interests in the Global Securities will be the responsibility of such participants and indirect participants and will be governed by their standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name". Individual certificates in respect of the debt securities will not be issued in exchange for the Global Securities, except in very limited circumstances. If the Depository is at any time unwilling or unable to continue as depositary and GM Nova Scotia has not appointed a successor depositary within 90 days, GM Nova Scotia will issue debt securities in definitive form in exchange for the Global Securities. In addition, GM Nova Scotia may at any time determine not to have the debt securities represented by the Global Securities and, in such event, will issue debt securities in definitive form in exchange for the Global Securities. In either instance, an owner of a beneficial interest in Global Securities will be entitled to have debt securities equal in principal amount to the beneficial interest registered in its name and will be entitled to physical delivery of the debt securities in definitive form. Debt securities so issued in definitive form will be issued in denominations of U.S. $1,000 and integral multiples thereof and will be issued in registered form only, without coupons. No service charge will be made for any transfer or exchange of the debt securities, but GM Nova Scotia may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Title to book-entry interests in the debt securities will pass by book-entry registration of the transfer within the records of DTC, in accordance with its procedures. Book-entry interests in the debt securities may be transferred within DTC in accordance with procedures established for this purpose by DTC. Global Clearance and Settlement Procedures Initial settlement for the debt securities will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with Depository rules. Further Issues GM Nova Scotia may from time to time, without notice to or the consent of the registered holders of the debt securities, create and issue further debt securities ranking pari passu with the debt securities in all respects, or in all respects except for the payment of interest accruing prior to the issue date of such further debt securities or except for the first payment of interest following the issue date of such further debt securities having guarantees endorsed thereon. Such further debt securities may be consolidated and form a single series with the debt securities and have the same terms as to status, redemption or otherwise as the debt securities. Certain Covenants of General Motors Corporation Definitions Applicable to Covenants. The following definitions shall be applicable to the covenants of General Motors in the indenture in its capacity as guarantor: (i) "Attributable Debt" means, at the time of determination as to any lease, the present value (discounted at the actual rate, if stated, or, if no rate is stated, the implicit rate of interest of such lease transaction as determined by the chairman, president, any vice chairman, any vice president, the treasurer or any assistant treasurer of General Motors), calculated using the interval of scheduled rental payments under such lease, of the obligation of the lessee for net rental payments during the remaining term of such lease (excluding any subsequent renewal or other extension options held by the lessee). The term "net rental payments" means, with respect to any lease for any period, the sum of the rental and other payments required to be paid in such period by the lessee thereunder, but not including, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates, indemnities or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, earnings or profits or of maintenance and repairs, insurance, taxes, assessments, water rates, indemnities or similar charges; provided, however, that, in the case of any lease which is terminable by the lessee upon the payment of a penalty in an amount which is less than the total discounted net rental payments required to be paid from the later of the first date upon which such lease may be so terminated and the date of the determination of net rental payments, "net rental payments" shall include the then-current amount of such penalty from the later of such two dates, and shall exclude the rental payments relating to the remaining period of the lease commencing with the later of such two dates. (ii) "Debt" means notes, bonds, debentures or other similar evidences of indebtedness for money borrowed. (iii) "Manufacturing Subsidiary" means any Subsidiary (A) substantially all the property of which is located within the continental United States of America, (B) which owns a Principal Domestic Manufacturing Property and (C) in which General Motors investment, direct or indirect and whether in the form of equity, debt, advances or otherwise, is in excess of $2,500,000,000 as shown on the books of General Motors as of the end of the fiscal year immediately preceding the date of determination; provided, however, that "Manufacturing Subsidiary" shall not include Hughes Electronics Corporation and its Subsidiaries, General Motors Acceptance Corporation and its Subsidiaries (or any corporate successor of any of them) or any other Subsidiary which is principally engaged in leasing or in financing installment receivables or otherwise providing financial or insurance services to General Motors or others or which is principally engaged in financing General Motors operations outside the continental United States of America. (iv) "Mortgage" means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance. (v) "Principal Domestic Manufacturing Property" means any manufacturing plant or facility owned by General Motors or any Manufacturing Subsidiary which is located within the continental United States of America and, in the opinion of the Board of Directors, is of material importance to the total business conducted by General Motors and its consolidated affiliates as an entity. (vi) "Subsidiary" means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by General Motors, or by one or more Subsidiaries, or by General Motors and one or more Subsidiaries. Limitation on Liens. For the benefit of the debt securities, General Motors will not, nor will it permit any Manufacturing Subsidiary to, issue or assume any Debt secured by a Mortgage upon any Principal Domestic Manufacturing Property of General Motors or any Manufacturing Subsidiary or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal Domestic Manufacturing Property, shares of stock or indebtedness are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance or assumption of any such Debt that the guarantees (together with, if General Motors shall so determine, any other indebtedness of General Motors or such Manufacturing Subsidiary ranking equally with the guarantees and then existing or thereafter created) shall be secured equally and ratably with such secured Debt, unless the aggregate amount of Debt issued or assumed and so secured by Mortgages, together with all other Debt of General Motors and its Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not including Debt permitted to be secured under clauses (i) through (vi) of the immediately following paragraph, does not at the time exceed 20% of the stockholders' equity of General Motors and its consolidated subsidiaries, as determined in accordance with accounting principles generally accepted in the U.S. and shown on the audited consolidated balance sheet contained in the latest published annual report to the stockholders of General Motors. The above restrictions shall not apply to Debt secured by: (i) Mortgages on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (ii) Mortgages on property existing at the time of acquisition of such property by General Motors or a Manufacturing Subsidiary, or Mortgages to secure the payment of all or any part of the purchase price of such property upon the acquisition of such property by General Motors or a Manufacturing Subsidiary or to secure any Debt incurred prior to, at the time of, or within 180 days after, the later of the date of acquisition of such property and the date such property is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Mortgages to secure any Debt incurred for the purpose of financing the cost to General Motors or a Manufacturing Subsidiary of improvements to such acquired property; (iii) Mortgages securing Debt of a Manufacturing Subsidiary owing to General Motors or to another Subsidiary; (iv) Mortgages on property of a corporation existing at the time such corporation is merged or consolidated with General Motors or a Manufacturing Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to General Motors or a Manufacturing Subsidiary; (v) Mortgages on property of General Motors or a Manufacturing Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; or (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (i) to (v); provided, however, that the principal amount of Debt secured thereby shall not exceed by more than 115% the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements on such property). Limitation on Sale and Lease-Back. For the benefit of the debt securities, General Motors will not, nor will it permit any Manufacturing Subsidiary to, enter into any arrangement with any person providing for the leasing by General Motors or any Manufacturing Subsidiary of any Principal Domestic Manufacturing Property owned by General Motors or any Manufacturing Subsidiary on the date that the debt securities are originally issued (except for temporary leases for a term of not more than five years and except for leases between General Motors and a Manufacturing Subsidiary or between Manufacturing Subsidiaries), which property has been or is to be sold or transferred by General Motors or such Manufacturing Subsidiary to such person, unless either: (i) General Motors or such Manufacturing Subsidiary would be entitled, pursuant to the provisions of the covenant on limitation on liens described above, to issue, assume, extend, renew or replace Debt secured by a Mortgage upon such property equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the guarantees; provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes under the covenant on limitation on liens described above and this covenant on limitation on sale and lease-back to be Debt subject to the provisions of the covenant on limitation on liens described above (which provisions include the exceptions set forth in clauses (i) through (vi) of such covenant); or (ii) General Motors shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement (other than any mandatory retirement or by way of payment at maturity), within 180 days of the effective date of any such arrangement, of Debt of General Motors or any Manufacturing Subsidiary (other than Debt owned by General Motors or any Manufacturing Subsidiary) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date of the creation of such Debt. Defeasance The indenture provides that either GM Nova Scotia or General Motors, in its capacity as guarantor, may, at its option, (a) discharge its indebtedness and its obligations under the indenture with respect to the debt securities or (b) not comply with certain covenants contained in the indenture with respect to the debt securities, in each case by depositing trust funds or obligations guaranteed by the United States of America with the trustee sufficient to pay and discharge the entire indebtedness of all outstanding debt securities of such series. Such defeasance is subject to other conditions including receipt of a tax opinion to the effect that the holders of the debt securities will not recognize income, gain or loss for United States Federal income tax purposes as a result of such defeasance and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such defeasance had not occurred. Consolidation, Merger or Sale of Assets; Assumption The indenture provides that neither GM Nova Scotia nor General Motors, will merge or consolidate with another corporation or sell or convey all or substantially all of its assets unless either GM Nova Scotia or General Motors, as the case may be, is the continuing corporation or the new corporation expressly assumes the interest and principal, or guarantee, as the case may be, and all other amounts due under the debt securities or guarantees. In either case, the indenture provides that neither GM Nova Scotia nor General Motors, as the case may be, nor any successor companies may be in default of performance immediately after a merger or consolidation. Additionally, the indenture provides that in the case of any such merger or consolidation, either GM Nova Scotia or its successor company may continue to issue securities under the indenture. General Motors or any wholly-owned subsidiary of General Motors organized and existing under United States or Canadian law may, without merging or consolidating with or acquiring all or substantially all of the assets of GM Nova Scotia, assume the due and punctual payment of the principal, interest and any additional amounts on all the debt securities. If the assuming corporation is not General Motors, then General Motors shall unconditionally guarantee payment of the obligations assumed as fully and to the same extent as it guarantees the obligation prior to assumption. Such assumption is subject to other conditions including receipt of a tax opinion to the effect that the holders of the debt securities will not recognize income, gain or loss for United States Federal income tax purposes as a result of such assumption and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such assumption had not occurred. Modification of the Indenture The indenture contains provisions permitting GM Nova Scotia, General Motors and the trustee to modify or amend the indenture or any supplemental indenture or the rights of the holders of the debt securities issued thereunder, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of all series at the time outstanding under such indenture which are affected by such modification or amendment, voting as one class, provided that no such modification shall: o extend the fixed maturity of any debt securities, or reduce the principal amount thereof, or premium, if any, or reduce the rate or extend the time of payment of interest thereon, or make the principal of or interest thereon payable in any coin or currency other than so provided in the debt securities, without the consent of the holder of each debt security so affected; or o reduce the aforesaid percentage of debt securities, the consent of the holders of which is required for any such modification, without the consent of the holders of all debt securities then outstanding under the indenture. Events of Default An event of default with respect to any series of debt securities issued subject to the indenture is defined in the indenture as being: o default in payment of any principal or premium, if any, on such series; o default for 30 days in payment of any interest (including Additional Amounts) on such series; o default for 90 days after notice in performance of any other covenant in the indenture; or o certain events of bankruptcy, insolvency or reorganization. No event of default with respect to a particular series of debt securities issued under the indenture necessarily constitutes an event of default with respect to any other series of debt securities issued thereunder. In case an event of default as set out in the first, second and third items listed above shall occur and be continuing with respect to any series, the trustee or the holders of not less than 25% in aggregate principal amount of debt securities of each such series then outstanding may declare the principal, or, in the case of discounted debt securities, the amount specified in the terms thereof, of such series to be due and payable. In case an event of default as set out in the fourth item listed above shall occur and be continuing, the trustee or the holders of not less than 25% in aggregate principal amount of all the debt securities then outstanding, voting as one class, may declare the principal, or, in the case of discounted debt securities, the amount specified in the terms thereof, of all outstanding debt securities to be due and payable. Any event of default with respect to a particular series of debt securities may be waived by the holders of a majority in aggregate principal amount of the outstanding debt securities of such series, or of all the outstanding debt securities, as the case may be, except in a case of failure to pay principal or premium, if any, or interest (including Additional Amounts) on such debt security for which payment had not been subsequently made. GM Nova Scotia and General Motors are each required to file with the trustee annually an Officers' Certificate as to the absence of certain defaults under the terms of the indenture. The indenture provides that the trustee may withhold notice to the securityholders of any default, except in payment of principal, premium, if any, or interest, if it considers it in the interest of the securityholders to do so. Subject to the provisions of the indenture relating to the duties of the trustee in case an event of default shall occur and be continuing, the trustee shall be under no obligation to exercise any of its rights or powers under the indenture at the request, order or direction of any of the securityholders, unless such securityholders shall have offered to the trustee reasonable indemnity or security. Subject to such provisions for the indemnification of the trustee and to certain other limitations, the holders of a majority in principal amount of the debt securities of each series affected, with each series voting as a separate class, at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee. Concerning the Trustee Citibank, N.A. is the trustee under the indenture. It is also trustee under various indentures covering outstanding notes and debentures of General Motors. Citibank, N.A. and its affiliates act as depositary for funds of, make loans to, act as trustee and perform certain other services for, General Motors and certain of General Motors' affiliates in the normal course of its business. As trustee of various trusts, it has purchased securities of General Motors and those of certain of its affiliates. Plan of Distribution A prospectus supplement will set forth the terms of the offering of the securities described in this prospectus, including (a) the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them, (b) the initial public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers, and (c) any securities exchanges on which the securities may be listed. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. We may sell the securities in any of five ways (or in any combination): o directly to purchasers; o through agents; o through underwriters; o through dealers; and o through direct sales or auctions performed by utilizing the Internet or a bidding or ordering system. Direct Sales We may directly solicit offers to purchase securities. In this case, no underwriters or agents would be involved. By Agents We may use agents to sell the securities. Any such agents, who may be deemed to be an underwriter as that term is defined in the Securities Act of 1933, involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to such agent set forth, in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment, which is ordinarily three business days or less. By Underwriters If an underwriter or underwriters are utilized in the sale, we will enter into an underwriting agreement with such underwriters at the time of sale to them and the names of the underwriters and the terms of the transaction will be set forth in a prospectus supplement which will be used by the underwriters to make resales of the securities in respect of which this prospectus is delivered to the public. If underwriters are used in the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters or directly by underwriters. Generally, the underwriters' obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the securities if they purchase any of the securities. By Dealers If a dealer is utilized in the sale of securities in respect of which this prospectus is delivered, we will sell such securities to the dealer as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Delayed Delivery Contracts If so indicated in a prospectus supplement, we will authorize agents and underwriters to solicit offers by certain institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each delayed delivery contract will be for an amount not less than the respective amounts stated in the prospectus supplement. Unless we otherwise agree, the aggregate principal amount of securities sold pursuant to delayed delivery contracts shall be not less nor more than the respective amounts stated in the prospectus supplement. Institutions with whom delayed delivery contracts, when authorized, may be made include: o commercial and savings banks; o insurance companies; o pension funds; o investment companies; o educational and charitable institutions; and o other institutions All delayed delivery contracts are subject to our approval. Delayed delivery contracts will not be subject to any conditions except that the purchase by an institution of the securities covered by its delayed delivery contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject. A commission indicated in the prospectus supplement will be paid to underwriters and agents soliciting purchases of securities pursuant to contracts accepted by us. Through the Internet We may also offer debt securities directly to the public, with or without the involvement of agents, underwriters or dealers and may utilize the Internet or another electronic bidding or ordering system for the pricing and allocation of such debt securities. Such a system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us, and which may directly affect the price or other terms at which such securities are sold. The final offering price at which debt securities would be sold and the allocation of debt securities among bidders, would be based in whole or in part on the results of the Internet bidding process or auction. Many variations of the Internet auction or pricing and allocating systems are likely to be developed in the future, and we may utilize such systems in connection with the sale of debt securities. We will describe in a supplement to this prospectus how any auction or bidding process will be conducted to determine the price or any other terms of the debt securities, how potential investors may participate in the process and, where applicable, the nature of the underwriters' obligations with respect to the auction or ordering system. General Information The place and time of delivery for the securities described in this prospectus will be set forth in the accompanying prospectus supplement. We may have agreements with the agents, underwriters and dealers to indemnify them against certain liabilities, including liabilities under the Securities Act of 1933. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business. In connection with the sale of the securities, certain of the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, the underwriters may overallot the offering, creating a short position. In addition, the underwriters may bid for, and purchase, the securities in the open market to cover short positions or to stabilize the price of the securities. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters will not be required to engage in these activities, and may end any of these activities at any time. Legal Matters The validity of the debt securities in respect of which this prospectus is being delivered will be passed upon for GM Nova Scotia and General Motors by Martin I. Darvick, Esq., an attorney on General Motors' Legal Staff, and for the agents by Davis Polk & Wardwell. Mr. Darvick and Davis Polk & Wardwell will rely on Stewart McKelvey Stirling Scales as to matters of Nova Scotia law. Mr. Darvick owns shares and holds options to purchase shares of General Motors $1-2/3 par value common stock and owns shares of General Motors Class H common stock, $0.10 par value. Davis Polk & Wardwell acts as counsel to the Executive Compensation Committee of General Motors' Board of Directors and has acted as counsel to General Motors and certain of its affiliates in various matters. Experts The consolidated financial statements and related financial statement schedule incorporated in this prospectus by reference from General Motors Annual Report on Form 10-K for the year ended December 31, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. Appendix I Form Of Guarantee General Motors Corporation (the "Guarantor") hereby unconditionally guarantees to the holder of this debt security duly authenticated and delivered by the Trustee, the due and punctual payment of the principal, and premium, if any, of, and interest (together with any Additional Amounts payable pursuant to the terms of this debt security), on this debt security, when and as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of this debt security and of the Indenture. In case of default by General Motors Nova Scotia Finance Company (the "Issuer") in the payment of any such principal, interest (together with any Additional Amounts payable pursuant to the terms of this debt security), the Guarantor agrees duly and punctually to pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of any extension of the time for payment of this debt security, any modification of this debt security, any invalidity, irregularity or unenforceability of this debt security or the Indenture, any failure to enforce the same or any waiver, modification or indulgence granted to the Issuer with respect thereto by the holder of this debt security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a demand or proceeding first against the Issuer, protest or notice with respect to this debt security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this guarantee will not be discharged as to this debt security except by payment in full of the principal of, and interest (together with any Additional Amounts payable pursuant to the terms of this debt security), thereon. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a holder against the Issuer with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Issuer in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This guarantee shall not be valid or become obligatory for any purpose with respect to this Debt Security until the certificate of authentication on this debt security shall have been signed by the Trustee. This guarantee is governed by the laws of the State of New York. IN WITNESS WHEREOF, General Motors Corporation has caused this guarantee to be signed by facsimile by its duly authorized officers and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. GENERAL MOTORS CORPORATION By: ------------------------------ By: ------------------------------ Part II Information Not Required in Prospectus Item 14. Other Expenses of Issuance and Distribution The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the securities being registered hereby. All amounts are estimates except the registration fee. Amount to be Paid ------------ Registration fee......................... $659,341.25 Printing................................. 60,000.00 Legal fees and expenses (including Blue Sky fees)............................. 20,000.00 Trustee fees............................. Rating Agency fees....................... Accounting fees and expenses............. 40,000.00 Miscellaneous............................ 40,000.00 ---------- TOTAL................................. $819,341.25 ========== Item 15. Indemnification of Directors and Officers General Motors Under Section 145 of the Delaware Corporation Law, General Motors is empowered to indemnify its directors and officers as provided therein. General Motors' Certificate of Incorporation, as amended, provides that no director shall be personally liable to General Motors or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to General Motors or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174, or any successor provision thereto, of the Delaware Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Under Article V of its Bylaws, General Motors shall indemnify and advance expenses to every director and officer (and to such person's heirs, executors, administrators or other legal representatives) in the manner and to the full extent permitted by applicable law as it presently exists, or may hereafter be amended, against any and all amounts (including judgments, fines, payments in settlement, attorneys fees and other expenses) reasonably incurred by or on behalf of such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), in which such director or officer was or is made or is threatened to be made a party or is otherwise involved by reason of the fact that such person is or was a director or officer of General Motors, or is or was serving at the request of General Motors as a director, officer, employee, fiduciary or member of any other corporation, partnership, joint venture, trust, organization or other enterprise. General Motors shall not be required to indemnify a person in connection with a proceeding initiated by such person if the proceeding was not authorized by the Board of Directors of General Motors. General Motors shall pay the expenses of directors and officers incurred in defending any proceeding in advance of its final disposition ("advancement of expenses"); provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under Article V of the Bylaws or otherwise. If a claim for indemnification or advancement of expenses by an officer or director under Article V of the Bylaws is not paid in full within ninety days after a written claim therefor has been received by General Motors, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, General Motors shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law. The rights conferred on any person by Article V of the Bylaws shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of General Motors' Certificate of Incorporation or Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. General Motors is insured against liabilities which it may incur by reason of Article V of its Bylaws. In addition, directors and officers are insured, at General Motors expense, against some liabilities which might arise out of their employment and not be subject to indemnification under Article V of the Bylaws. Pursuant to a resolution adopted by General Motors' Board of Directors on December 1, 1975, General Motors, to the fullest extent permissible under law, will indemnify, and has purchased insurance on behalf of, its directors or officers and subsidiaries, including General Motors Nova Scotia Finance Company, or any of them, who incur or are threatened with personal liability, including expenses, under the Employee Retirement Income Security Act of 1974, as amended, or any amendatory or comparable legislation or regulation thereunder. General Motors Nova Scotia Finance Company Under applicable Canadian law, General Motors Nova Scotia Finance Company is permitted to indemnify its officers and directors on terms acceptable to its shareholders. The Articles of Association of General Motors Nova Scotia Finance Company provide that no director or officer, former director or officer, or person who acts or acted at General Motors Nova Scotia Finance Company request, as a director or officer of General Motors Nova Scotia Finance Company, a body corporate, partnership or other association of which General Motors Nova Scotia Finance Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person's part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense of any kind which happens in the execution of the duties of such person or in relation thereto. The Articles of Association of General Motors Nova Scotia Finance Company also provide that no director or officer, former director or officer, or person who acts or acted at General Motors Nova Scotia Finance Company's request, as a director or officer of General Motors Nova Scotia Finance Company, a body corporate, partnership or other association of which General Motors Nova Scotia Finance Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by General Motors Nova Scotia Finance Company against, and it shall be the duty of the directors out of the funds of General Motors Nova Scotia Finance Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of General Motors Nova Scotia Finance Company or such body corporate, partnership or other association, whether General Motors Nova Scotia Finance Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of General Motors Nova Scotia Finance Company and have priority as against the shareholders over all other claims. As a subsidiary of General Motors, General Motors Nova Scotia Finance Company is insured against liabilities which it may incur by reason of the foregoing provisions of its Articles of Association and directors and officers of General Motors Nova Scotia Finance Company are insured against some liabilities which might arise out of their employment and not be subject to the indemnification contained in the Articles of Association of General Motors Nova Scotia Finance Company as previously described. Item 16. Exhibits and Financial Statement Schedules (a) The following exhibits are filed as part of this Registration Statement: Exhibit No. Document - -------------------------------------------------------------------------------- 1(a) Form of proposed Underwriting Agreement of GM relating to Debt Securities (including form of Delayed Delivery Contract)` * 1(b) Form of proposed Underwriting Agreement of GM relating to Common Stock, Preference Stock, Preferred Stock and Depositary Shares **** 1(c) Form of proposed Underwriting Agreement of GM Nova Scotia relating to Debt Securities (including form of Delayed Delivery Contract) **** 1(d) Form of proposed Purchase Agreement of GM* 1(e) Form of proposed Selling Agent Agreement of GM* 1(f) Form of Prospectus Supplement(Medium-Term Notes) of GM 1(g) Form of Fixed Rate Pricing Supplement (Medium-Term Notes) of GM** 1(h) Form of Floating Rate Pricing Supplement (Medium-Term Notes) of GM ** 4(a) Form of Senior Debt Indenture between GM and Citibank N.A. ***** 4(b) Form of Subordinated Debt Indenture between GM and Citibank N.A. 4(c) Form of Indenture among GM Nova Scotia, GM and Citibank N.A.*** 4(d) Forms of Global (Senior) Note and Medium-Term Note of GM* 4(e) Form of Global (Subordinated) Note of GM 4(f) Form of Guarantee between GM Nova Scotia and GM, as Guarantor*** 4(g) Form of Note of GM Nova Scotia*** 4(h) Form of proposed Debt Warrant Agreement of GM* 4(i) Form of Debt Warrant Certificate of GM* 4(j) Form of proposed Stock Warrant Agreement of GM 4(k) Forms of Stock Warrant Certificate of GM (included in Exhibit 4(j)) 4(l) Form of proposed Depositary Agreement of GM 4(m) Form of Depositary Receipt of GM (included in Exhibit 4 (l)) 4(n) Form of proposed Unit Agreement of GM**** 4(o) Form of Unit Certificate**** 5(a) Opinion and Consent of Martin I. Darvick, Esq., Attorney, Legal Staff of GM, regarding securities issued by GM 5(b) Opinion and Consent of Martin I. Darvick, Esq., Attorney, Legal Staff of GM, regarding debt securities issued by GM Nova Scotia 5(c) Opinion and Consent of Stewart McKelvey Stirling Scales regarding debt securities issued by GM Nova Scotia 12(a) Statement regarding computation of Ratio of Earnings to Fixed Charges for GM 12(b) Statement regarding computation of Ratio of Earnings to Fixed Charges and Preference Stock Dividends for GM 23(a) Consent of Deloitte & Touche LLP 23(b) Consents of Martin I Darvick, Esq., Attorney, Legal Staff of the Registrant (included in Exhibits 5(a) and 5(b)) 23(c) Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5(c)) 24 Powers of Attorney for GM and GM Nova Scotia (included on respective the signature pages of the Registration Statement) 25(a) Statement of Eligibility on Form T-1 of Citibank N.A. for the Senior Debt Indenture of GM 25(b) Statement of Eligibility on Form T-1 of Citibank N.A. for the Subordinated Debt Indenture of GM 25(c) Statement of Eligibility on Form T-1 of Citibank N.A. for the Indenture of GM Nova Scotia - -------------------------------------------------------------------------------- * Incorporated by reference to Exhibits 1(a), 1(b), 1(c), 4(b) and 4(c), respectively, to Registration Statement No. 33-37737. ** Incorporated by reference to Exhibits 1 through 4(d), respectively, to Registration Statement No. 33-41577. *** Incorporated by reference to Exhibits 4(a) through 4(c), respectively, to Registration Statement No. 333-70820. **** To be filed by amendment or under cover of Form 8-K. ***** Incorporated by reference to 4(a) to Registration Statement No. 33-64229. Item 17. Undertakings (a) The undersigned Registrants hereby undertake: (1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrants hereby understand that, for purposes of determining any liability under the Securities Act of 1933, each filing of an annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) The undersigned Registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustees to act under subsection (a) of section 310 of the Trust Indenture Act ("Act") in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act. Signatures Pursuant to the requirements of the Securities Act of 1933, General Motors certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 4, 2001. GENERAL MOTORS CORPORATION /s/JOHN F. SMITH, JR. ----------------------------- (John F. Smith, Jr., Chairman of the Board of Directors) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martin I. Darvick his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on December 4, 2001 by the following persons in the capacities indicated. Signature Title /s/JOHN F. SMITH, JR. Chairman of the Board of Directors - --------------------------- (John F. Smith, Jr.) /s/G. RICHARD WAGONER, JR. President, Chief Executive Officer, - --------------------------- and Director (G. Richard Wagoner, Jr.) /s/JOHN M. DEVINE Vice Chairman and ) - --------------------------- Chief Financial Officer ) (John M. Devine) )Principal )Financial )Officers /s/ERIC A. FELDSTEIN Vice President ) - --------------------------- and Treasurer ) (Eric A. Feldstein) ) /s/WALLACE W. CREEK Controller ) - --------------------------- ) (Wallace W. Creek) )Principal )Accounting )Officers /s/PETER R. BIBLE Assistant Controller and ) - --------------------------- Chief Accounting Officer ) (Peter R. Bible) ) Signatures (continued) Signature Title /s/PERCY BARNEVIK Director - --------------------------- (Percy Barnevik) /s/JOHN H. BRYAN Director - --------------------------- (John H. Bryan) /s/THOMAS E. EVERHART Director - --------------------------- (Thomas E. Everhart) /s/GEORGE M. C. FISHER Director - --------------------------- (George M.C. Fisher) /s/NOBUYUKI IDEI Director - --------------------------- (Nobuyuki Idei) /s/ KAREN KATEN Director - --------------------------- (Karen Katen) /s/J. WILLARD MARRIOTT, JR. Director - --------------------------- (J. Willard Marriott, Jr.) /s/E. STANLEY O'NEAL Director - --------------------------- (E. Stanley O'Neal) /s/ECKHARD PFEIFFER Director - --------------------------- (Eckhard Pfeiffer) /s/ Director - --------------------------- (Lloyd D. Ward) Signatures Pursuant to the requirements of the Securities Act of 1933, General Motors Nova Scotia Finance Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Province of Ontario, on December 20, 2001. GENERAL MOTORS CORPORATION /s/SHARON Y. PENTZ ---------------------------------------- (Sharon Y. Pentz) Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sharon Y. Pentz and Neil J. Macdonald, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on December 20, 2001 by the following persons in the capacities indicated. Signature Title /s/SHARON Y. PENTZ Chief Executive Officer, - --------------------------- Chief Financial Officer, (Sharon Y. Pentz) Principal Accounting Officer and Director /s/NEIL J. MACDONALD Director - --------------------------- (Neil J. Macdonald) Exhibit Index Exhibit No. Document - -------------------------------------------------------------------------------- 1(a) Form of proposed Underwriting Agreement of GM relating to Debt Securities (including form of Delayed Delivery Contract)` * 1(b) Form of proposed Underwriting Agreement of GM relating to Common Stock, Preference Stock, Preferred Stock and Depositary Shares **** 1(c) Form of proposed Underwriting Agreement of GM Nova Scotia relating to Debt Securities (including form of Delayed Delivery Contract) **** 1(d) Form of proposed Purchase Agreement of GM* 1(e) Form of proposed Selling Agent Agreement of GM* 1(f) Form of Prospectus Supplement(Medium-Term Notes) of GM 1(g) Form of Fixed Rate Pricing Supplement (Medium-Term Notes) of GM** 1(h) Form of Floating Rate Pricing Supplement (Medium-Term Notes) of GM ** 4(a) Form of Senior Debt Indenture between GM and Citibank N.A. ***** 4(b) Form of Subordinated Debt Indenture between GM and Citibank N.A. 4(c) Form of Indenture among GM Nova Scotia, GM and Citibank N.A.*** 4(d) Forms of Global (Senior) Note and Medium-Term Note of GM* 4(e) Form of Global (Subordinated) Note of GM 4(f) Form of Guarantee between GM Nova Scotia and GM, as Guarantor*** 4(g) Form of Note of GM Nova Scotia*** 4(h) Form of proposed Debt Warrant Agreement of GM* 4(i) Form of Debt Warrant Certificate of GM* 4(j) Form of proposed Stock Warrant Agreement of GM 4(k) Forms of Stock Warrant Certificate of GM (included in Exhibit 4(j)) 4(l) Form of proposed Depositary Agreement of GM 4(m) Form of Depositary Receipt of GM (included in Exhibit 4 (l)) 4(n) Form of proposed Unit Agreement of GM**** 4(o) Form of Unit Certificate**** 5(a) Opinion and Consent of Martin I. Darvick, Esq., Attorney, Legal Staff of GM, regarding securities issued by GM 5(b) Opinion and Consent of Martin I. Darvick, Esq., Attorney, Legal Staff of GM, regarding debt securities issued by GM Nova Scotia 5(c) Opinion and Consent of Stewart McKelvey Stirling Scales regarding debt securities issued by GM Nova Scotia 12(a) Statement regarding computation of Ratio of Earnings to Fixed Charges for GM 12(b) Statement regarding computation of Ratio of Earnings to Fixed Charges and Preference Stock Dividends for GM 23(a) Consent of Deloitte & Touche LLP 23(b) Consents of Martin I Darvick, Esq., Attorney, Legal Staff of the Registrant (included in Exhibits 5(a) and 5(b)) 23(c) Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5(c)) 24 Powers of Attorney for GM and GM Nova Scotia (included on respective the signature pages of the Registration Statement) 25(a) Statement of Eligibility on Form T-1 of Citibank N.A. for the Senior Debt Indenture of GM 25(b) Statement of Eligibility on Form T-1 of Citibank N.A. for the Subordinated Debt Indenture of GM 25(c) Statement of Eligibility on Form T-1 of Citibank N.A. for the Indenture of GM Nova Scotia - -------------------------------------------------------------------------------- * Incorporated by reference to Exhibits 1(a), 1(b), 1(c), 4(b) and 4(c), respectively, to Registration Statement No. 33-37737. ** Incorporated by reference to Exhibits 1 through 4(d), respectively, to Registration Statement No. 33-41577. *** Incorporated by reference to Exhibits 4(a) through 4(c), respectively, to Registration Statement No. 333-70820. **** To be filed by amendment or under cover of Form 8-K. ***** Incorporated by reference to 4(a) to Registration Statement No. 33-64229. EX-1 3 universalexhibit1f.txt 1(F) PROSPECTUS SUPPLEMENT EXHIBIT 1(f) PROSPECTUS SUPPLEMENT U.S. $_______________ General Motors Corporation Medium-Term Notes Due from 9 Months to 30 Years from Date of Issue We may offer at various times up to U.S. $___________ of our medium-term notes or the equivalent amount in one or more foreign or composite currencies, subject to reduction as a result of the sale of other debt securities or warrants to purchase other debt securities as described in the accompanying prospectus. The following terms may apply to the notes. We will provide the final terms for each note in a pricing supplement. o The notes will mature in 9 months to 30 years. o The notes may be subject to redemption or repayment at our option or the option of the holder. o The notes will be denominated in U.S. dollars unless otherwise specified by us in the applicable pricing supplement. o The notes will bear interest at either a fixed or floating rate. The floating interest rate formula may be based on: o CD Rate o Treasury Rate o Commercial Paper Rate o Prime Rate o Federal Funds Rate o CMT Rate o LIBOR o A basis, index or formula specified in the applicable pricing supplement o The notes will be in certificated or book-entry form. o Interest will be paid on fixed rate notes on May 15 and November 15 of each year, or on each May 15, as selected by you, or as otherwise specified in the applicable pricing supplement. o Interest will be paid on floating rate notes on dates specified in the applicable pricing supplement. The notes will have minimum denominations of $100,000 increased in multiples of $25,000 or other specified denominations and multiples for a foreign or composite currency as specified in the applicable pricing supplement. Investing in the notes involves risk. See "Risk Factors" on Page 2. We may sell the notes to the agents as principals for resale at varying or fixed offering prices or through the agents as agents using their reasonable best efforts on our behalf. We will sell the notes to the public at 100% of the principal amount unless otherwise specified in the applicable pricing supplement. We will pay commissions to agents, unless otherwise specified in the applicable pricing supplement, ranging from .05% to .75% of the principal amount of each note sold through each agent, depending on the stated maturity of the note. If we sell all the notes, we will receive between $__________ and $___________ of the proceeds from the sale after paying the agents discounts and concessions of between $_______ and $_______ and before deducting expenses payable by us, including reimbursement of a portion of the agents' expenses. We may also sell the notes without the assistance of the agents. ------------ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ------------ Bear Stearns & Co. Inc. Merrill Lynch & Co. J.P. Morgan Chase & Co. Morgan Stanley Dean Witter Salomon Smith Barney The date of this prospectus supplement is ___________, 20__ You should rely only on the information contained in or incorporated by reference in this prospectus or any accompanying pricing supplement. We have not authorized anyone to provide you with different information or to make any additional representations. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus. --------------- Table of Contents Page ---- Risk Factors...................................................... 2 Principal Executive Offices....................................... 4 Where You Can Find More Information............................... 4 Incorporation of Certain Documents by Reference................... 5 Description of General Motors Corporation......................... 6 Ratio of Earnings to Fixed Charges................................ 7 Use of Proceeds................................................... 7 Description of Notes.............................................. 8 Important Currency Exchange Information........................... 29 United States Federal Taxation.................................... 30 Concerning the Trustee............................................ 34 Concerning the Paying Agents...................................... 34 Plan of Distribution.............................................. 35 Legal Opinions.................................................... 36 Experts........................................................... 36 ---------------- Unless the context indicates otherwise, the words "GM", "we", "our", "ours" and "us" refer to General Motors Corporation. PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES OFFERED IN THIS PROSPECTUS, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SHORT-COVERING TRANSACTIONS AND PENALTY BIDS. THESE TRANSACTIONS IF COMMENCED MAY BE DISCONTINUED AT ANY TIME. RISK FACTORS Your investment in the notes includes risks. In consultation with your own financial and legal advisers, you should carefully consider, among other matters, the following discussion of risks before deciding whether an investment in the notes is suitable for you. The notes are not an appropriate investment for you if you are unsophisticated with respect to their significant components and/or financial matters. Investing in Indexed Notes Involves Additional Risk An investment in indexed notes entails significant risks that are not associated with an investment in a conventional fixed-rate or floating rate debt security. Indexation of the interest rate of a note may result in an interest rate that is less than the rate payable on a conventional fixed-rate debt security issued at the same time, including the possibility that no interest will be paid. Indexation of the principal of and/or premium on a note may result in an amount of principal and/or premium payable that is less than the original purchase price of the note, including the possibility that no principal will be paid. The value of an index can depend on a number of factors over which we have no control, including economic, financial and political events. These factors are important in determining the existence, magnitude and longevity of the risks and their results. If the formula used to determine the amount of principal, premium and/or interest payable with respect to indexed notes contains a multiplier or leverage factor, the effect of any change in the index will be magnified. In recent years, values of indices and formulae have been volatile and you should be aware that volatility may occur in the future. Nonetheless, the historical experience of an index should not be taken as an indication of its future performance. In addition, special tax rules may apply to indexed notes, which will be discussed in the applicable pricing supplement. You should consult your own financial, tax and legal advisors as to the risks entailed by an investment in indexed notes and the suitability of the notes in light of your particular circumstances. Our Ability to Redeem the Notes May Adversely Affect Your Return on the Notes If your notes are redeemable at our option or subject to mandatory redemption, we may, in the case of optional redemption, or must, in the case of mandatory redemption, choose to redeem the notes at times when prevailing interest rates may be relatively low. Accordingly, you will not be able to reinvest the redemption proceeds in a comparable security at an interest rate as high as that of the notes. Our Credit Ratings May Not Reflect All Risks of Your Investment in the Notes Our credit ratings are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of your notes. Our credit ratings may not reflect the potential impact of risks related to structure, market or other factors discussed in this prospectus on the value of your notes. We Cannot Assure You That a Market Will Develop For Your Notes or What the Market Price Will Be We cannot assure you that a trading market for your notes will develop or be maintained. Many factors independent of our creditworthiness affect the trading market. These factors include: o complexity and volatility of the index or formula applicable to the notes; o method of calculating the principal, premium and interest in respect of the notes; o time remaining to the maturity of the notes; o outstanding amount of the notes; o redemption features of the notes; o amount of other debt securities linked to the index or formula applicable to the notes; and o level, direction and volatility of market interest rates generally. Also, because we have designed some notes for specific investment objectives or strategies, these notes have a more limited trading market and experience more price volatility. You should be aware that there may be few investors willing to buy when you decide to sell your notes. This limited market may affect the price you receive for your notes or your ability to sell your notes. You should not purchase notes unless you understand, and know you can bear, the investment risks. Investing in Notes Denominated in a Non-U.S. Currency Will Expose You to Exchange Controls Risk If you invest in a note denominated in a currency other than U.S. dollars, there will be significant risks. These risks include the possibility of significant changes in the exchange rate between the U.S. dollar and each other currency and the imposition or modification of foreign exchange controls by either the United States or foreign governments. We have no control over the factors that generally affect these risks, such as economic, financial and political events and the supply and demand for the currencies. Also, if payments on notes denominated in a foreign currency are determined by a formula containing a multiplier or leverage factors, the effect of any change in the exchange rates between the currencies will be magnified. In recent years, exchange rates between the U.S. dollar and certain currencies have been highly volatile, and you should be aware that volatility may occur in the future. Fluctuations in any exchange rate that have occurred in the past, however, do not necessarily indicate fluctuations that may occur during the term of the notes. Depreciation of the specified currency for a note against the U.S. dollar would result in a decrease in the yield of your foreign currency notes on a U.S. dollar basis below its coupon rate and, in certain circumstances, could result in a loss to you on a U.S. dollar basis. Governmental exchange controls could affect exchange rates and the availability of the specified currency on a required payment date. Even if there are no exchange controls, it is possible that the specified payment currency will not be available on a required payment date due to circumstances beyond our control. In such cases, we will be allowed to satisfy our obligations in U.S. dollars. A pricing supplement relating to notes having a specified currency other than U.S. dollars may contain information about historical exchange rates for that currency against the U.S. dollar or other relevant currency and any relevant exchange controls. If we furnish information concerning exchange rates it will be as a matter of information only, and you should not regard this information as indicative of the range of, or trends in, future fluctuations in currency exchange rates. You May Suffer Losses Related to Judgments Entered in a Non-U.S. Currency The notes will be governed by and construed in accordance with the laws of the State of New York. New York courts customarily enter judgments or decrees for money damages in the foreign currency in which notes are denominated. These amounts are then converted into U.S. dollars at the rate of exchange in effect on the date the judgment or decree is entered. Courts in the United States outside New York customarily have not rendered judgments for money damages denominated in any currency other than the U.S. dollar. The information in this prospectus supplement is directed to you if you are a resident of the United States. We do not claim any responsibility to advise you if you are a resident of a country other than the United States with respect to any matters that may affect the purchase, sale, holding or receipt of payments of principal of, premium, if any, and interest, if any, on, the notes. If you are not a resident of the United States, you should consult your own legal, tax and financial advisors with regard to these matters. PRINCIPAL EXECUTIVE OFFICES Our principal executive offices are located at 300 Renaissance Center, Detroit, Michigan 48265-3000 and our telephone number is (313) 556-5000. We maintain a website at www.gm.com where general information about us is available. We are not incorporating the contents of the website into this prospectus. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly, and special reports and other information with the SEC. You may read and copy any document we file at the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at 233 Broadway, New York, New York 10279 You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at http://www.sec.gov, from which interested persons can electronically access the registration statement and exhibits and schedules thereto.. Reports and other information can also be inspected at the offices of the following stock exchanges where our common stock, $12/3 par value, is listed in the United States: the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005; the Chicago Stock Exchange, Inc., One Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605; the Pacific Stock Exchange, Inc., 233 South Beaudry Avenue, Los Angeles, California 90012 and 301 Pine Street, San Francisco, California 95104; and the Philadelphia Stock Exchange, Inc., 1900 Market Street, Philadelphia, Pennsylvania 19103. We have filed with the SEC a registration statement on Form S-3 (together with all amendments and exhibits, the "registration statement") under the Securities Act of 1933 with respect to the securities. This prospectus supplement, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement. Certain parts of the registration statement are omitted from the prospectus supplement in accordance with the rules and regulations of the SEC. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" information we file with them, which means that we can disclose important information to you by referring you to those document. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the notes; except as noted below. We incorporate by reference the documents set forth below that we previously filed with the SEC and any future filings made with the SEC until the offering of all the securities has been completed. These documents contain important information about GM and its finances. SEC Filings (File No. 1-143) Period - ---------------------------- ------ Annual Report on Form 10-K Year ended December 31, 2000 Quarterly Reports on Form 10-Q Quarters ended March 31, 2001, June 30, 2001 and September 30, 2001 Current Reports on Form 8-K filed January 3, 2001, January 8, 2001, January 16, 2001, January 16, 2001*, January 17, 2001, February 1, 2001, February 7, 2001, February 9, 2001*, February 23, 2001*, March 1, 2001, March 29, 2001*, April 3, 2001, April 17, 2001, April 17, 2001*, April 18, 2001 (2), April 20, 2001, May 1, 2001, May 25, 2001 (2), June 1, 2001, June 11, 2001*, July 3, 2001, July 17, 2001, August 1, 2001, August 7, 2001, August 21, 2001, August 27, 2001, September 4, 2001, September 18, 2001, September 21, 2001, September 25, 2001, September 26, 2001, October 2, 2001, October 3, 2001, October 15, 2001, October 18, 2001, October 18, 2001*, October 19, 2001, October 24, 2001 (2), October 31, 2001, November 1, 2001, November 13, 2001, November 14, 2001*, December 3, 2001 and December 6, 2001 - -------------------------- *Reports submitted to the SEC under Item 9, Regulation FD Disclosure. Pursuant to General Instruction B of Form 8-K the reports submitted under Item 9 are not deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 and we are not subject to the liabilities of that section. We are not incorporating and will not incorporate by reference these reports into a filing under the Securities Act of 1933 , the Securities Exchange Act of 1934 or into this registration statement. You may request a copy of the documents incorporated by reference in this prospectus supplement, except exhibits to such prospectus supplement, at no cost, by writing or telephoning the office of W. W. Creek, Controller, at the following address and telephone number: General Motors Corporation 300 Renaissance Center Detroit, Michigan 48265-3000 Tel: (313) 556-5000 DESCRIPTION OF GENERAL MOTORS CORPORATION General Motors is primarily engaged in the automotive and, through our wholly-owned subsidiary, Hughes Electronics Corporation, the communications services industries. We are the world's largest manufacturer of automotive vehicles. We also have financing and insurance operations and, to a lesser extent, are engaged in other industries. GM's automotive segment is comprised of four regions: o GM North America; o GM Europe; o GM Latin America/Africa/Mid-East; and o GM Asia Pacific. GM North America designs, manufactures and markets vehicles primarily in North America under the following nameplates: oChevrolet oGMC oBuick oSaturn oPontiac oOldsmobile oCadillac oHummer GM Europe, GM Latin America/Africa/Mid-East, and GM Asia Pacific meet the demands of customers outside North America with vehicles designed, manufactured and marketed under the following nameplates: oOpel oHolden oSaab oGMC oBuick oVauxhall oIsuzu oChevrolet oCadillac We participate in the communications services industry through Hughes, which is a leading global provider of digital entertainment services, information and communications services and satellite-based private business networks. Our financing and insurance operations primarily relate to General Motors Acceptance Corporation, which provides a broad range of financial services, including consumer vehicle financing, full-service leasing and fleet leasing, dealer financing, car and truck extended service contracts, residential and commercial mortgage services, commercial vehicle and homeowner's insurance and asset-based lending. Our other industrial operations include the design, manufacturing and marketing of locomotives and heavy-duty transmissions. Substantially all of our automotive-related products are marketed through retail dealers and through distributors and jobbers in the United States, Canada and Mexico, and through distributors and dealers overseas. At December 31, 2000, there were approximately 8,000 GM vehicle dealers in the United States, 840 in Canada and 155 in Mexico. Additionally, there were a total of approximately 11,220 outlets overseas which include dealers and authorized sales, service and parts outlets. RATIO OF EARNINGS TO FIXED CHARGES The following table presents the ratio of our earnings to fixed charges for the periods indicated: Nine Months Ended September 30, Years Ended December 31, - --------------- ----------------------------------------- 2001 2000 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- ---- ---- 1.16 1.89 1.71 2.12 1.72 2.22 1.96 We compute the ratio of earnings to fixed charges by dividing earnings before income taxes and fixed charges by the fixed charges. This ratio includes the earnings and fixed charges of GM and its consolidated subsidiaries. Fixed charges consist of interest and discount and the portion of rentals for real and personal properties in an amount deemed to be representative of the interest factor. USE OF PROCEEDS We will add the net proceeds from the sale of the notes to our general funds and they will be available for general corporate purposes, including the repayment of existing indebtedness. DESCRIPTION OF NOTES The following description of the particular terms of the notes offered by this prospectus supplement (which constitute "debt securities" as described in the accompanying prospectus), and to the extent inconsistent with the prospectus, replaces the description of the general terms and provisions of debt securities set forth under the heading "Description of Debt Securities" in the accompanying prospectus. The particular terms of the notes sold pursuant to any pricing supplement will be described in that pricing supplement. The terms and conditions in this prospectus supplement will apply to each note unless otherwise specified in the applicable pricing supplement and in the note. In the event of differences between the terms and conditions in this prospectus supplement and the terms and conditions in the applicable pricing supplement, the terms and conditions of the latter shall govern. It is important for you to consider the information contained in this prospectus supplement and the pricing supplement in making your investment decision. This section describes some technical concepts, and we occasionally use defined terms. You will find an alphabetized glossary beginning on page 10 of this prospectus supplement that defines all of the capitalized terms used in this section that are not defined in this section. General Terms of the Notes Currencies. Unless otherwise indicated in the applicable pricing supplement, the notes will be denominated in U.S. dollars, and payment of principal of, premium, if any, and interest, if any, on the notes will be made in U.S. dollars. If any note is not to be denominated in U.S. dollars, the currency in which a note is denominated (or the currency which is then legal tender in the country issuing that currency) is referred to as the "Specified Currency." If the currency or currencies in which the principal, premium, if any, and interest, if any, with respect to the note are to be paid, is different than the currency in which the note is denominated, this information and any other terms relating to the non-U.S. dollar denomination, including historical exchange rates for the Specified Currency as against the U.S. dollar and any exchange controls or other foreign currency risks relating to the Specified Currency, will be indicated in the applicable pricing supplement. See "Risk Factors-Investing in Notes Denominated in a Non-U.S. Currency Will Expose You to Exchange Controls Risk" and "Risk Factors-You May Suffer Losses Related to Judgments Entered in a Non-U.S. Currency." References in this prospectus supplement to "U.S. dollars" and "$" are to the currency of the United States of America. Amount. The notes will be limited to U.S. $_________ aggregate initial offering price, or its equivalent in one or more Specified Currencies. The U.S. dollar equivalent of notes denominated in a Specified Currency will be determined on the Business Day prior to the date of our acceptance of a purchase of notes and will be determined on the basis of the Market Exchange Rate (as defined below) for such Specified Currency. Indenture. We will issue the notes under our senior debt indenture dated as of December 7, 1995 (the "Indenture") between us and Citibank, N.A., as Trustee, which Indenture is further described under "Description of Debt Securities" in the accompanying prospectus. Neither the Indenture nor our subordinated debt indenture dated as of December __, 2001 between us and Citibank, N.A., as Trustee limit the amount of additional indebtedness that we may incur, including indebtedness ranking equally and ratably with the notes. We may, from time to time, without the consent of the holders of the notes, provide for the issuance of notes under the Indenture in addition to the U.S. $__________ aggregate initial offering price of the notes offered in this prospectus supplement. The statements in this prospectus supplement concerning the notes and the Indenture are not complete and you should refer to the provisions in the Indenture which are controlling. Provisions and defined terms in the Indenture are incorporated by reference in this prospectus supplement as a part of the statements we are making, and these statements are qualified in their entirety by these references. Ranking. The notes will constitute part of our unsecured and unsubordinated indebtedness and will rank equally and ratably with all of our other unsecured and unsubordinated indebtedness (other than obligations preferred by mandatory provisions of law). Maturity. The notes we offer from time to time will mature on any day, 9 months to 30 years from the Issue Date (as defined below), as selected by you and agreed to by us. The principal amount of the notes will be payable at Maturity (as defined below) at the Corporate Trust Office of Citibank, N.A., Corporate Trust Services, 111 Wall Street, 5th Floor, New York, New York 10005, Attention: Citibank Agency & Trust, or at such other place as we may designate. Interest. Each note will bear interest from the Issue Date at either: o a fixed rate ("Fixed Rate Notes"), which may be zero in the case of a note issued at an Issue Price (as defined below) representing a substantial discount from the principal amount payable upon the Maturity Date (a "Zero-Coupon Note"); or o a floating rate or rates determined by reference to one or more Base Rates (as defined below), which may be adjusted by a Spread and/or Spread Multiplier (each as defined below) ("Floating Rate Notes"). Interest rates offered by us with respect to the notes may differ depending upon, among other things, the aggregate principal amount of the notes purchased in any single transaction. Amortizing Notes. We may from time to time offer notes ("Amortizing Notes") with the amount of principal and interest payable in installments over the term of the notes. Unless otherwise specified in the applicable pricing supplement, interest on each Amortizing Note will be computed on the basis of a 360-day year of twelve 30-day months. Payments with respect to Amortizing Notes will be applied first to the interest due and payable and then to the reduction of the unpaid principal amount. Further information about Amortizing Notes will be specified in the applicable pricing supplement, including a table setting forth repayment information for the Amortizing Notes. Denominations. Unless otherwise specified in the applicable pricing supplement, the authorized denominations of U.S. dollar denominated notes will be U.S. $100,000 and integral multiples of U.S. $25,000 for an amount in excess of U.S. $100,000. The authorized denominations of notes denominated in a Specified Currency other than U.S. dollars will be set forth in the applicable pricing supplement. Pricing Supplement. Unless otherwise specified in this prospectus supplement, the pricing supplement relating to each note or notes will describe the following terms: o the Specified Currency; o whether the note is a Fixed Rate Note, a Floating Rate Note, an Amortizing Note, a Zero-Coupon Note or other Original Issue Discount Note; o whether the note is a Currency Indexed Note or other Indexed Note; o the price at which the note will be issued to the public (the "Issue Price"); o the date on which the note will be issued to the public (the "Issue Date"); o the Maturity Date of the note; o if the note is a Fixed Rate Note, the rate per annum at which the note will bear interest, if any (the "Interest Rate"); o if the note is a Floating Rate Note, the Base Rate or Rates, the Initial Interest Rate or formula for determining the Initial Interest Rate, the Interest Reset Period, the Interest Reset Dates, the Interest Payment Period, the Interest Payment Dates, the Index Maturity, the Maximum Interest Rate and the Minimum Interest Rate, if any, and the Spread and/or Spread Multiplier, if any (all as defined in this prospectus supplement ), and any other terms relating to the method of calculating the Interest Rate for the note; o if the note is an Amortizing Note, whether payments of principal and interest will be made quarterly or semiannually, and the redemption or repayment information; o whether the interest rate on such note may be reset upon the occurrence of certain events or at our option; o whether the note may be redeemed at our option, or repaid at your option, prior to its Maturity Date, and if so, the terms of the redemption or repayment; o special United States Federal income tax consequences of the purchase, ownership and disposition of the notes, if any; and o any other terms of the note that do not conflict with the provisions of the Indenture. Glossary You should refer to the Indenture and the form of notes filed as exhibits to the registration statement to which this prospectus supplement relates for the full definition of terms used in this prospectus supplement and those capitalized terms which are undefined in this prospectus supplement. We have set forth below a number of definitions of terms used in this prospectus supplement with respect to the notes. "Business Day" with respect to any note means, unless otherwise specified in the applicable pricing supplement, any day, other than a Saturday or Sunday, that is: o 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; o if the note is denominated in a Specified Currency other than U.S. dollars or Euro, not a day on which banking institutions are authorized or required by law, regulation or executive order to close in the Principal Financial Center of the country issuing the Specified Currency and is a day on which banking institutions in such Principal Financial Center are carrying out transactions in such Specified Currency; o if the note is denominated in Euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer ("TARGET") System is open; and o with respect to London Inter Bank Offer Rate Notes ("LIBOR Notes"), is also a London Banking Day. "Interest Payment Date" with respect to any note means a date, other than at Maturity, on which, under the terms of such note, regularly scheduled interest shall be payable. "London Banking Day" means any day on which dealings in deposits in the Indexed Currency are transacted in the London interbank market. "Maturity Date" with respect to any note means the date on which the note will mature, as specified on the note, and "Maturity" means the date on which the principal of a note or an installment of principal becomes due and payable in full in accordance with its terms and the terms of the Indenture, whether at its Maturity Date or by declaration of acceleration, call for redemption at our option, repayment at your option, or otherwise. "Principal Financial Center" means (i) the capital city of the country issuing the Specified Currency or (ii) the capital city of the country to which the Indexed Currency relates, as applicable, except, in the case of (i) or (ii) above, that with respect to United States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders, Portuguese escudos, Italian lire, and Swiss francs, the "Principal Financial Center" shall be The City of New York, Sydney and (solely in the case of the Specified Currency) Melbourne, Toronto, Frankfurt, Amsterdam, Lisbon (solely in the case of the Indexed Currency), Milan, and Zurich, respectively. "Regular Record Date" with respect to: o any Interest Payment Date for Fixed Rate Notes means, unless otherwise specified in the applicable pricing supplement, whether or not a Business Day, the fifteenth day of the calendar month preceding the Interest Payment Date unless the Interest Payment Date falls on the 16th through the 31st day of the calendar month in which case the Regular Record Date shall be the last day of the calendar month preceding that interest payment date; and o any Interest Payment Date for notes other than Fixed Rate Notes means, unless otherwise specified in the applicable pricing supplement, the date, whether or not a Business Day, 15 calendar days prior to the Interest Payment Date. Book-Entry; Delivery and Form Global Notes. Upon issue, all Fixed Rate Notes having the same Issue Date, interest rate, if any, redemption or repayment provisions, if any, amortization schedule, if any, Maturity Date and other terms, if any, will be represented by one or more fully registered global notes (the "Global Notes") and all Floating Rate Notes having the same Issue Date, Initial Interest Rate, Base Rate, Interest Period, Interest Payment Dates, Index Maturity, Spread and/or Spread Multiplier, if any, Minimum Interest Rate, if any, Maximum Interest Rate, if any, Maturity Date and other terms, if any, will be represented by one or more Global Notes; provided, that no single Global Note will exceed U.S. $400,000,000. Each Global Note will be deposited with, or on behalf of, the depositary and registered in the name of the depositary or its nominee. The Depositary. Unless otherwise specified in the applicable pricing supplement, The Depository Trust Company ("DTC") will be the initial depositary with respect to the notes. DTC has advised us and the agents that it is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the Exchange Act. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers (including the agents), banks, trust companies, clearing corporations and certain other organizations, some of whom, and/or their representatives, own DTC. Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by DTC only through participants. The rules applicable to DTC and its participants are on file with the SEC. Ownership of Global Notes. When we issue the notes represented by a Global Note, the depositary will credit, on its book-entry registration and transfer system, the participants' accounts with the principal amounts of the notes represented by the Global Note beneficially owned by such participants. The accounts to be credited will be designated by the agents of those notes, or by us, if the notes are offered and sold directly by us. Ownership of beneficial interests in a Global Note will be limited to participants or persons that hold interests through participants. Ownership of beneficial interests in notes represented by a Global Note or Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary, or by participants in the depositary or persons that may hold interests through participants. The laws of some states require that purchasers of securities take physical delivery of securities in definitive form. These limits and laws may impair your ability to own, transfer or pledge beneficial interests in a Global Note. So long as the depositary for a Global Note or its nominee is the registered owner of the Global Note, the depositary or its nominee, will be considered the sole owner or holder of the notes represented by a Global Note for all purposes under the Indenture. Except as provided below, you, as the owner of beneficial interests in notes represented by a Global Note or Global Notes (a) will not be entitled to register the notes represented by a Global Note registered in your name, (b) will not receive or be entitled to receive physical delivery of notes in definitive form and (c) will not be considered the owners or holders of the notes under the Indenture. Accordingly, you must rely on the procedures of the depositary or on the procedures of the participant through which you own your interest, to exercise any rights of a holder under the Indenture or a Global Note. We understand that under existing policy of the depositary and industry practices, if (a) we request any action of holders, or (b) you desire to give notice or take action which a holder is entitled under the Indenture or a Global Note, the depositary would authorize the participants holding the beneficial interests to give the notice or take the action. If you are a beneficial owner that is not a participant, you must rely on the contractual arrangements you have directly, or indirectly through your financial intermediary, with a participant to give notice or take action. Payments. We will make payments of principal of, premium, if any, and interest, if any, on the notes represented by a Global Note through the Trustee to the depositary or its nominee, as the registered owner of a Global Note. Neither we, the Trustee, any Paying Agent nor any other of our agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to beneficial ownership interests. We expect that the depositary, upon receipt of any payments, will immediately credit the accounts of the related participants with payments in amounts proportionate to their beneficial interest in such Global Note. We also expect that payments by participants to owners of beneficial interests in a Global Note will be governed by standing customer instructions and customary practices and will be the responsibility of the participants. Certificated Notes. If DTC or any other designated replacement depositary is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue certificated notes in exchange for all the Global Notes. Also, we may at any time and in our sole discretion determine not to have the notes represented by the Global Note and, in such event, will issue certificated notes in exchange for all the Global Notes. In either instance, you, as an owner of a beneficial interest in a Global Note, will be entitled to have certificated notes equal in principal amount to such beneficial interest registered in your name and will be entitled to physical delivery of the certificated notes. The certificated notes will be registered in the name or names as the depositary shall instruct the Trustee. These instructions may be based upon directions received by the depositary from participants with respect to beneficial interests in such Global Notes. These certificated notes will be issued in denominations of U.S. $100,000 or more, in multiples of U.S. $25,000, and will be issued in registered form only, without coupons. No service charge will be made for any transfer or exchange of certificated notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge. (See section 2.07 of the Indenture.) Payment Currency U.S. Dollars. Unless otherwise specified in the applicable pricing supplement, and except as otherwise described in this prospectus supplement with respect to Currency Indexed Notes, we will pay principal, premium, if any, and interest, if any, in U.S. dollars, even if a note is denominated in a Specified Currency. You may elect to receive all payments in the Specified Currency (subject to those conditions described in "Risk Factors-Investing in Notes Denominated in a Non-U.S. Currency Will Expose You to Exchange Controls Risk") by delivering a written request to our paying agent (the "Paying Agent") in The City of New York. The Paying Agent must receive your election on or prior to the applicable Regular Record Date or at least 15 calendar days prior to Maturity, and no election or change of election may be made with respect to payments on any note if: o an Event of Default has occurred; o we have exercised any of our discharge or defeasance options; or o we have given a notice of redemption. Your election will remain in effect unless and until you change it by sending written notice to the Paying Agent, but the Paying Agent must receive your notice on or prior to the applicable Regular Record Date or at least 15 calendar days prior to Maturity. Paying Agent. Until we repay the notes or provide for their repayment, we will, at all times, maintain a Paying Agent in The City of New York capable of performing the duties described in this prospectus. We have initially appointed Citibank, N.A., New York, New York as Paying Agent under the Indenture. We will notify you of any change in the Paying Agent or its address. Except as may otherwise be provided in a pricing supplement with respect to Foreign Currency Notes, we will bear all currency exchange costs unless you have made the election referred to above. If you have made the above election, you will bear the currency exchange costs related to your note, which costs will be deducted from the payments due you. Determination of U.S. Dollar Amounts. Unless otherwise specified in the applicable pricing supplement, in the case of a note denominated in a Specified Currency, the amount of U.S. dollar payments with respect to the note will be determined by us or our agent as specified in the applicable pricing supplement (the "Exchange Rate Agent"). The amount of this payment will be based on the indicative quotation in The City of New York selected by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date that yields the largest number of U.S. dollars upon conversion of the Specified Currency. Unless otherwise specified in the applicable pricing supplement, the selection shall be made in the following order: o first, from among the quotations appearing on the bank composite or multi- contributor pages of the Reuters Monitor Foreign Exchange Service; o second, from the Bridge Telerate, Inc. (or successor) Monitor Foreign Exchange Service; or o third, from the quotations received by the Exchange Rate Agent from three recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent and approved by us (one of which may be the Exchange Rate Agent) (the "Exchange Rate") for the purchase by the quoting dealer, for settlement on the payment date, of the Specified Currency for U.S. dollars. If none of these bid quotations are available, we will make payments in the Specified Currency unless the Specified Currency is unavailable due to exchange controls or other circumstances beyond our control or is no longer used by the issuing government or by the international banking community. In this case, we will make payments in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers in the Specified Currency as certified for customs purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate") for the Specified Currency on the second Business Day prior to the payment date, or on another basis as specified in the applicable pricing supplement. In the event the Market Exchange Rate is not available, we will be entitled to make payments in U.S. dollars: o if the Specified Currency is not a composite currency, on the basis of the most recently available Market Exchange Rate for the Specified Currency; or o if the Specified Currency is a composite currency, in an amount determined by the Exchange Rate Agent to be the sum of the number of units of each component currency of the composite currency, as of the most recent date on which the composite currency was used, multiplied by the Market Exchange Rate for the component currency on the second Business Day prior to the payment date (or if the Market Exchange Rate is not then available, by the most recently available Market Exchange Rate for the component currency, or as specified in the applicable pricing supplement). Any payment made under these circumstances in U.S. dollars where the required payment is in a Specified Currency will not constitute an Event of Default. Unless otherwise specified in the applicable pricing supplement, if you have elected to receive payments of principal of, premium, if any, and interest, if any, on a note in a foreign currency as described above, and the foreign currency is unavailable as of the due date for payment because of the imposition of exchange controls or other circumstances beyond our control, or is no longer used by the issuing government or by the international banking community, then we may make all payments in U.S. dollars until the foreign currency is available or is used. The Exchange Rate Agent will determine the rate at which the amount payable on any date in the foreign currency will be converted into U.S. dollars, based on the most recently available Market Exchange Rate or as specified in the applicable pricing supplement. If the official unit of any component currency is altered by way of combination or subdivision, the number of units of that currency as a component will be divided or multiplied in the same proportion. If two or more component currencies are consolidated into a single currency, the amounts of those currencies as components will be replaced by an amount in the single currency equal to the sum of the amounts of the consolidated component currencies expressed in the single currency. If any component currency is divided into two or more currencies, the amount of that currency as a component will be replaced by the amounts of the two or more currencies with an aggregate value on the date of division equal to the amount of the former component currency immediately before the division. All these determinations made by the Exchange Rate Agent are in its sole discretion, except that we must approve any determination made by an Exchange Rate Agent that is not us, and, in the absence of manifest error, all determinations will be conclusive for all purposes and binding on holders of the notes. No Change in Payment Obligation. In the event of an official redenomination of a Specified Currency (including, without limitation, a composite currency), our payment obligations will not change as a result of the redenomination. Except in the case of Currency Indexed Notes as described under "Description of Notes-Currency Indexed Notes-Payment of Principal and Interest," if any other formulae are provided for in the applicable pricing supplement, we will not adjust any amount payable under the notes as a result of: o any change in the value of a Specified Currency relative to any other currency due solely to fluctuations in exchange rates; or o any redenomination of any component currency of any composite currency (unless the composite currency is itself officially redenominated). Currently, there are limited facilities in the United States for conversion of U.S. dollars into foreign currencies and vice versa. In addition, banks do not generally offer non-U.S. dollar denominated checking or savings account facilities in the United States. Accordingly, we will make payments on notes made in a Specified Currency from a bank account located outside the United States, unless otherwise specified in the applicable pricing supplement. Interest and Payments of Principal and Interest General. Except as described below and unless otherwise specified in the applicable pricing supplement, we will pay interest on the notes and principal of Amortizing Notes, in each case other than payments made at Maturity, by mailing a check from a bank account located outside the United States if the check is payable in a currency other than U.S. dollars, to you at your address appearing on our security register on the applicable Regular Record Date. Unless otherwise specified in the applicable pricing supplement, in the case of a note issued between a Regular Record Date and the Related Interest Payment Date, we will pay your interest (and, in the case of an Amortizing Note, principal) on the note from the Issue Date to the Interest Payment Date on the Interest Payment Date following the succeeding Regular Record Date to you, as the registered holder as of the succeeding Regular Record Date. Notwithstanding the foregoing, if you are the holder of U.S. $10,000,000 or more in aggregate principal amount of notes of like tenor and term, or if you are the holder of the equivalent in a Specified Currency other than U.S. dollars, you will be entitled to receive interest, and principal payments in the case of Amortizing Notes, in immediately available funds, but only if the Paying Agent has received from you complete and appropriate instructions in writing on or prior to the applicable Regular Record Date. We will pay you, as the owner of a beneficial interest in a note, in accordance with the procedures of the depositary and the participant, in effect from time to time as described under "Description of Notes-Book-Entry; Delivery and Form." Simultaneously with your election to receive payments in a Specified Currency (as provided above), you may, if so entitled as described above, elect to receive the payments in immediately available funds by providing complete and appropriate instructions to the Paying Agent. All payments to you in respect of principal of, premium, if any, and interest, if any, on the note will be made in immediately available funds to an account maintained by you with a bank located outside the United States or as otherwise provided in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, payments of principal, premium, if any, and interest, if any, at Maturity will be made by us to you in immediately available funds when you surrender the note at the office of the Paying Agent, provided that you present the note to the Paying Agent in time for the Paying Agent to make payments in funds in accordance with its normal procedures and payable to an account maintained by you with a bank located outside the United States if payable in a Specified Currency. See "Important Currency Exchange Information." Unless otherwise specified in the applicable pricing supplement, the Paying Agent will pay principal, and premium, if any, and interest, if any, payable at Maturity of a note by wire transfer in immediately available funds to an account specified by the depositary. Unless otherwise specified in the applicable pricing supplement, payments of interest on a note, and principal of Amortizing Notes in global form (in each case, other than at Maturity) will be made in same-day funds in accordance with existing arrangements between the Paying Agent and the depositary. We will pay any administrative costs imposed by banks for payments in immediately available funds, but you will bear any tax, assessment or governmental charge imposed upon payments, including, without limitation, any withholding tax. If a note, such as an Original Issue Discount Note, is considered issued with original issue discount for United States federal income tax purposes, you must include the discount in income for United States Federal income tax purposes at a constant rate, prior to your receiving the cash attributable to that income. See "United States Federal Taxation-Original Issue Discount Notes." Unless otherwise specified in the applicable pricing supplement, if the principal of any Original Issue Discount Note is declared due and payable immediately as described under "Description of Debt Securities-Events of Default," the amount of principal due and payable is limited to the aggregate principal amount of the note multiplied by the sum (expressed as a percentage of the aggregate principal amount) of its Issue Price plus the original issue discount amortized using the "interest method" (computed in accordance with accounting principles generally accepted in the U.S. in effect on the date of declaration) from the Issue Date to the date of declaration. Special considerations applicable to the notes will be set forth in the applicable pricing supplement. The Interest Payment Dates for Fixed Rate Notes are described below under "Fixed Rate Notes," and the Interest Payment Dates for Floating Rate Notes are indicated in the applicable pricing supplement. Fixed Rate Notes Interest Periods. Each Fixed Rate Note will bear interest from and including its Issue Date at the rate per annum set forth on the note and in the applicable pricing supplement until we pay or make available for payment the principal amount of the note in full, except as described below under "Description of Notes-Subsequent Interest Periods" and "Description of Notes-Extension of Maturity." Unless otherwise specified in the applicable pricing supplement, we will pay interest on each Fixed Rate Note (other than a Zero-Coupon Note or an Amortizing Note), either semiannually each May 15 and November 15, or annually each May 15, as selected by you, and at Maturity. When we pay interest on a Fixed Rate Note, we will include accrued interest from and including the Issue Date or from and including the last day for which interest has been paid (or provided for), to, but excluding, the Interest Payment Date or date of Maturity. Payment Dates. Unless otherwise specified in the applicable pricing supplement, we will pay principal of and interest on each Amortizing Note, either quarterly each February 15, May 15, August 15 and November15 or semiannually each May 15 and November 15, as selected by you, and at Maturity. Payments with respect to Amortizing Notes will be applied first to interest due and payable on the notes and then to the reduction of the unpaid principal amount of the notes. A table setting forth repayment information for each Amortizing Note will be set forth in the applicable pricing supplement. Any payment of principal, premium, if any, or interest required to be made on a Fixed Rate Note on a day which is not a Business Day does not have to be made on that day, but may be made on the next succeeding Business Day, and no additional interest will accrue as a result of the delayed payment. Unless otherwise specified in the applicable pricing supplement, any interest on Fixed Rate Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest Rates. We may change the interest rates that we offer on Fixed Rate Notes without notice from time to time, but no change will affect any Fixed Rate Notes already issued or for which we have accepted an offer to purchase. Floating Rate Notes Interest Rates. Unless otherwise specified in the applicable pricing supplement, each Floating Rate Note will bear interest at a rate determined by: o an interest rate base (the "Base Rate"), which may be adjusted by a Spread and/or a Spread Multiplier (each as defined below); or o an interest rate determined by reference to two or more Base Rates, as adjusted by the applicable Spread and/or a Spread Multiplier (as specified in the applicable pricing supplement). The "Spread" is the number of basis points (one basis point equals one hundredth of a percentage point) to be added to or subtracted from the Base Rate applicable to the interest rate for the Floating Rate Note. The "Spread Multiplier" is the percentage of the Base Rate applicable to the Base Rate Note used to determine the interest rate on the Floating Rate Note. Each Floating Rate Note and the applicable pricing supplement will specify the Index Maturity and the Spread and/or Spread Multiplier, if any. The "Index Maturity" for any Floating Rate Note is the period to maturity of the instrument or obligation from which the Base Rate is calculated and will be specified in the applicable pricing supplement. We may change the Multiplier, Index Maturity and other variable terms of the Floating Rate Notes from time to time, but no change will affect any note already issued or for which we have accepted an offer to purchase. The applicable pricing supplement will designate one of the following Base Rates for each Floating Rate Note: o the Certificate of Deposit Rate (a "CD Rate Note"); o the Commercial Paper Rate (a "Commercial Paper Rate Note"); o the Federal Funds Rate (a "Federal Funds Rate Note"); o LIBOR (a "LIBOR Note"); o the Prime Rate (a "Prime Rate Note"); o the Treasury Rate (a "Treasury Rate Note"); o the CMT Rate (a "CMT Rate Note"); or o any other Base Rate or interest rate formula as is set forth in such pricing supplement and in such Floating Rate Note. As specified in the applicable pricing supplement, a Floating Rate Note may also have: o a ceiling on the interest rate during any Interest Period ("Maximum Interest Rate") and/or o a floor on the interest rate during any Interest Period ("Minimum Interest Rate"). In addition, the interest rate on a Floating Rate Note will not be higher than the maximum rate permitted by applicable law, as the same may be modified by United States law of general application. Under present New York law, the maximum rate of interest, with certain exceptions, for any loan in an amount less than U.S.$250,000 is 16% and for any loan equal to or greater than U.S. $250,000 and less than U.S. $2,500,000 is 25% per annum on a simple interest basis. These limits do not apply to loans of U.S. $2,500,000 or more. Interest Reset Dates. Each Floating Rate Note and the applicable pricing supplement will specify if the interest rate on the Floating Rate Note will be reset daily, weekly, monthly, quarterly, semiannually or annually (each an "Interest Reset Period") and the date on which the interest rate will be reset (each an "Interest Reset Date"). Unless otherwise specified in the applicable pricing supplement, the Interest Reset Date will be, in the case of Floating Rate Notes that reset: o daily, on each Business Day; o weekly, on the Wednesday of each week; except in the case of Treasury Rate Notes, on the Tuesday of each week (except as provided below); o monthly, on the third Wednesday of each month; o quarterly, on the third Wednesday of February, May, August and November; o semiannually, on the third Wednesday of the specified two months of each year; and o annually, on the third Wednesday of the specified month. The interest rate in effect from the Issue Date to the first Interest Reset Date will be the Initial Interest Rate (as defined below). If any Interest Reset Date for any Floating Rate Note is not a Business Day, the Interest Reset Date will be postponed to the next succeeding Business Day. However, in the case of a LIBOR Note, if the next succeeding Business Day falls in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day. The interest rate or the formula for establishing the interest rate effective for a Floating Rate Note from the Issue Date to the first Interest Reset Date (the "Initial Interest Rate") will be specified in the applicable pricing supplement. Interest Payment Dates. Except as provided below, and unless otherwise specified in the applicable pricing supplement, we will pay interest: o in the case of Floating Rate Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of February, May, August and November, as specified in the applicable pricing supplement; o in the case of Floating Rate Notes with a quarterly Interest Reset Date, on the third Wednesday of February, May, August and November; o in the case of Floating Rate Notes with a semiannual Interest Reset Date, on the third Wednesday of the specified two months of each year; o in the case of Floating Rate Notes with an annual Interest Reset Date, on the third Wednesday of the specified month; and, o in each case, at Maturity. Subject to the last sentence of this paragraph, unless otherwise specified in the applicable pricing supplement, if an Interest Payment Date (other than at Maturity) with respect to any Floating Rate Note falls on a day that is not a Business Day, the Interest Payment Date will be postponed to the next succeeding Business Day. In the case of LIBOR Notes, if the next succeeding Business Day falls in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding Business Day. Any payment of principal, premium, if any, and interest, if any, required to be made on a Floating Rate Note at Maturity that is not a Business Day will be made on the next succeeding Business Day and no interest will accrue as a result of any delayed payment. Accrued Interest. Unless otherwise specified in the applicable pricing supplement, we will pay interest on each Interest Payment Date or at Maturity for Floating Rate Notes equal to the interest accrued from and including the Issue Date or from and including the last Interest Payment Date to which interest has been paid to, but excluding, the Interest Payment Date or date of Maturity (an "Interest Period"). Unless otherwise specified in the applicable pricing supplement, with respect to a Floating Rate Note, accrued interest will be calculated by multiplying the principal amount of the Floating Rate Note by an accrued interest factor. Unless otherwise specified in the applicable pricing supplement, the accrued interest factor will be computed by adding the interest factors calculated for each day in the Interest Period for which accrued interest is being calculated. Unless otherwise specified in the applicable pricing supplement, the interest factor for each day is computed by dividing the interest rate applicable on such day by 360, in the cases of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, Prime Rate Notes and LIBOR Notes, or by the actual number of days in the year, in the case of Treasury Rate Notes or CMT Rate Notes. Except as set forth above, or in the applicable pricing supplement, the interest rate in effect on each day will be: o if the day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date (as defined below) immediately preceding this Interest Reset Date; or o if the day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the Interest Reset Date (or if none, the Initial Interest Rate). Rounding. Unless otherwise specified in the applicable pricing supplement, all interest rates on a Floating Rate Note will be expressed as a percentage rounded, if necessary, to the nearest one hundred-thousandth of a percent (.0000001), with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)). All U.S. dollars amounts related to interest on Floating Rate Notes will be rounded to the nearest cent or, in the case of notes not denominated in U.S. dollars, the nearest unit (with one-half cent or unit being rounded upwards). Interest Determination Date. Unless otherwise specified in the applicable pricing supplement, the "Interest Determination Date" pertaining to an Interest Reset Date for CD Rate Notes, CMT Rate Notes, Commercial Paper Rate Notes, Prime Rate Notes and Federal Funds Rate Notes will be the second Business Day preceding the Interest Reset Date; the Interest Determination Date pertaining to an Interest Reset Date for a LIBOR Note will be the second London Banking Day preceding the Interest Reset Date; and the Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note will be the day of the week in which the Interest Reset Date falls on which direct obligations of the United States ("Treasury Bills") of the applicable Index Maturity (as specified on the face of such Treasury Rate Note) are auctioned. Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that the auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is held on the preceding Friday, that Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction falls on a day that is an Interest Reset Date, the Interest Reset Date will be the next following Business Day. Unless otherwise specified in the applicable pricing supplement, the Interest Determination Date pertaining to a note having an interest rate determined by reference to two or more Base Rates, will be the first Business Day at least two Business Days prior to the Interest Reset Date for the note. Unless otherwise specified in the applicable pricing supplement, the "Calculation Date," where applicable, pertaining to an Interest Determination Date will be the earlier of: o the tenth calendar day after the Interest Determination Date, or, if such day is not a Business Day, the next succeeding Business Day, or o the Business Day preceding the applicable Interest Payment Date or the Maturity Date. The applicable pricing supplement shall specify a calculation agent (the "Calculation Agent"), which may be GM, with respect to any issue of Floating Rate Notes. Upon your request, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date with respect to your Floating Rate Note. If at any time the Trustee is not the Calculation Agent, we will notify the Trustee of each determination of the interest rate applicable to any Floating Rate Note. Base Rates on Floating Rate Notes. The interest rate in effect with respect to a Floating Rate Note from the Issue Date to the first Interest Reset Date will be the Initial Interest Rate which is specified in the applicable pricing supplement. The interest rate for each subsequent Interest Reset Date will be determined by the Calculation Agent as follows: CD Rate Notes. CD Rate Notes will bear interest at the interest rates (calculated with reference to the CD Rate and the Spread and/or Spread Multiplier, if any and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the CD Rate Notes and in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, the "CD Rate" means, with respect to any Interest Determination Date, the rate on that date for negotiable certificates of deposit having the Index Maturity designated in the applicable pricing supplement as published in H.15(519) (as defined below), under the heading "CDs (secondary market)." If the rate is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to the Interest Determination Date, the CD Rate will be the rate on the Interest Determination Date for negotiable certificates of deposit of the applicable Index Maturity specified in the applicable pricing supplement as published in H.15 Daily Update (as defined below) or such other recognized electronic source displaying the rate, under the heading "CD (secondary market)." If the rate is not yet published in either H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date pertaining to the Interest Determination Date, the CD Rate on the Interest Determination Date will be calculated by the Calculation Agent. The CD Rate will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such Interest Determination Date, of three leading non-bank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent, after consultation with us, for negotiable certificates of deposit of major United States money center banks (in the market for negotiable certificates of deposit) with a remaining maturity closest to the applicable Index Maturity in a denomination of U.S. $5,000,000. If the dealers selected by the Calculation Agent are not quoting the secondary market offered rates, the rate of interest in effect for the applicable period will be the rate of interest in effect on such Interest Determination Date. "H.15 (519)" means the weekly statistical release designated as such, or any successor publication published by the Board of Governors of the Federal Reserve System. "H.15 Daily Update" means the daily update of H.15(519) available through the World Wide Web site of the Board of Governors of the Federal Reserve System at http://www.bog.frb.fed.us/release/h15/update, or any successor site or publication. You should be aware that CD Rate Notes, like other notes, are not deposit obligations of a bank and are not insured by the Federal Deposit Insurance Corporation. Commercial Paper Rate Notes. Commercial Paper Rate Notes will bear interest at the interest rates (calculated with reference to the Commercial Paper Rate and the Spread and/or the Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Commercial Paper Rate Notes and in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, the "Commercial Paper Rate" means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) on the date of the rate for commercial paper having the Index Maturity specified in the applicable pricing supplement, as published in H.l5(519) under the heading "Commercial Paper-Nonfinancial." In the event that the rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to the Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield on the Interest Determination Date of the rate for commercial paper of the applicable Index Maturity as published in H.15 Daily Update, or another recognized electronic source displaying the rate, under the heading "Commercial Paper-Nonfinancial." If the rate is not yet published in either H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date pertaining to the Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on the Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent, after consultation with us, for commercial paper of the applicable Index Maturity, placed for industrial issuers whose bond rating is "AA," or the equivalent, from a nationally recognized statistical rating agency. If the dealers selected by the Calculation Agent are not quoting the offered rates, the rate of interest for the applicable period will be the rate of interest in effect on the Interest Determination Date. "Money Market Yield" will be a yield calculated using the following formula: Money Market Yield = D x 360 x 100 -------------- 360 - (D x M) where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the Interest Period for which interest is being calculated. Federal Funds Rate Notes. Federal Funds Rate Notes will bear interest at the interest rates (calculated with reference to the Federal Funds Rate and the Spread and/or the Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Federal Funds Rate Notes and in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, the "Federal Funds Rate" means, with respect to any Interest Determination Date, the rate on that date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)", as displayed on Bridge Telerate, Inc. (or any successor service) on page 120 (or any replacement page) ("Telerate Page 120"). If the rate does not appear on Telerate Page 120 or is not published by 3:00 p.m., New York City time, on the Calculation Date pertaining to the Interest Determination Date, the Federal Funds Rate will be the rate on the Interest Determination Date as published in H.15 Daily Update, or another recognized electronic source displaying the rate, under the heading "Federal Funds (Effective)." If the rate is not yet published in either H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date pertaining to the Interest Determination Date, then the Federal Funds Rate for the Interest Determination Date will be calculated by the Calculation Agent. The Federal Funds Rate will be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in The City of New York selected by the Calculation Agent, after consultation with us, as of 9:00 a.m., New York City time, on the Interest Determination Date. If the brokers selected by the Calculation Agent are not quoting these rates, the rate of interest in effect for the applicable period will be the rate of interest in effect on the Interest Determination Date. LIBOR Notes. LIBOR Notes will bear interest at the interest rate (calculated with reference to LIBOR and the Spread and/or the Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the LIBOR Notes and in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, "LIBOR" means the rate determined by the Calculation Agent in accordance with the following provisions: o With respect to an Interest Determination Date relating to a LIBOR Note or any Floating Rate Note for which the interest rate is determined with reference to LIBOR, LIBOR will be either (a) if "LIBOR Reuters" is specified in the applicable pricing supplement, the arithmetic mean of the offered rates (unless the specified Designated LIBOR Page provides only for a single rate, in which case a single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in the applicable pricing supplement, commencing on the second London Banking Day immediately following that Interest Determination Date, that appear on the Designated LIBOR Page specified in the applicable pricing supplement as of 11:00 a.m. London time, on that Interest Determination Date, if at least two offered rates appear (unless only a single rate is required) on the Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified in the applicable pricing supplement, the rate for deposits in the Index Currency having the Index Maturity designated in the applicable pricing supplement commencing on the second London Banking Day immediately following that Interest Determination Date that appears on the Designated LIBOR Page specified in the applicable pricing supplement as of 11:00 a.m. London time, on that Interest Determination Date. If fewer than two offered rates appear, or no rate appears, LIBOR will be determined as if the parties had specified the rate described in the immediately following clause. o With respect to an Interest Determination Date on which fewer than two offered rates appear, or no rate appears, on the applicable Designated LIBOR Page as specified in the immediately preceding clause, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, after consultation with us, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in the applicable pricing supplement, commencing on the second London Banking Day immediately following the Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on the Interest Determination Date and in a principal amount that is representative for a single transaction in the Index Currency in the market at such time. If at least two quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, LIBOR determined on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the applicable Principal Financial Center, on the Interest Determination Date by three major banks in the Principal Financial Center selected by the Calculation Agent, after consultation with us, for loans in the Index Currency to leading European banks, having the Index Maturity designated in the applicable pricing supplement, commencing on the second London Banking Day immediately following the Interest Determination Date, and in a principal amount that is representative for a single transaction in the Index Currency in the market at such time. If the banks selected by the Calculation Agent are not quoting the necessary rates, LIBOR determined on the Interest Determination Date will be LIBOR in effect on the Interest Determination Date. "Index Currency" means the currency (including composite currencies) specified in the applicable pricing supplement as the currency for which LIBOR shall be calculated. If no currency is specified in the applicable pricing supplement, the Index Currency shall be U.S. dollars. "Designated LIBOR Page" means either: o if "LIBOR Reuters" is designated in the applicable pricing supplement, the display on the Reuters Monitor Money Rates Service (or any successor service) for displaying the London interbank rates of major banks for the applicable Index Currency, or o if "LIBOR Telerate" is designated in the applicable pricing supplement, the display on Bridge Telerate, Inc. (or any successor service) for displaying the London interbank rates of major banks for the applicable Index Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable pricing supplement, LIBOR for the applicable Index Currency will be determined as if LIBOR Telerate (and, if the U.S. dollar is the Index Currency, page 3750) had been specified. Prime Rate Notes. Prime Rate Notes will bear interest at the rates, calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any, specified in the applicable Prime Rate Notes and any applicable pricing supplement. "Prime Rate" means: o the rate on the applicable Interest Determination Date as published in H.15(519) under the heading "Bank Prime Loan"; or o if the rate referred to in the first clause is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the applicable Interest Determination Date published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption "Bank Prime Loan"; or o if the rate referred to in the second clause is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate calculated by the Calculation Agent as the arithmetic mean of the rates of interest publicly announced by at least four banks that appear on the Reuters Screen US PRIME 1 Page as the particular bank's prime rate or base lending rate as of 11:00 A.M., New York City time, on the applicable Interest Determination Date; or o if fewer than four rates described in the third clause by 3:00 P.M., New York City time, on the related Calculation Date as shown on Reuters Screen US PRIME 1 Page, the rate on the applicable Interest Determination Date calculated by the Calculation Agent as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on the applicable Interest Determination Date by three major banks, which may include affiliates of the Calculation Agent, in The City of New York selected by the Calculation Agent; or o if the banks selected by the Calculation Agent are not quoting as mentioned in the fourth clause, the rate in effect on the applicable Interest Determination Date. "Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor Money Rates Service or any successor service on the US PRIME 1 Page or other page as may replace the US PRIME 1 Page on such service for the purpose of displaying prime rates or base lending rates of major United States banks. Treasury Rate Notes. Treasury Rate Notes will bear interest at the interest rate (calculated with reference to the Treasury Rate and the Spread and/or the Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Treasury Rate Notes and in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement, the "Treasury Rate" means, with respect to any Interest Determination Date, the rate for the auction held on the Interest Determination Date of direct obligations of the United States ("Treasury Bills") having the Index Maturity designated in the applicable pricing supplement, under the heading "Investment Rate" on the display on Bridge Telerate, Inc. (or any successor service) on Page 56 (or any replacement page) ("Telerate Page 56") or page 57 (or any replacement page) ("Telerate Page 57"). If the rate is not published by 3:00 p.m., New York City time on the Calculation Date pertaining to the Interest Determination Date, the rate will be the Bond Equivalent Yield (as defined below) of the rate for Treasury Bills as published in H.15 Daily Update, or another recognized electronic source displaying the rate, under the caption "U.S. Government Securities/Treasury Bills/Auction High". If the rate is not published in H.15 Daily Update or another electronic source by 3:00 p.m., New York City time, on the related Calculation Date, the rate will be the Bond Equivalent Yield of the auction rate of the Treasury Bills as announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury Bills having the applicable Index Maturity designated in the applicable pricing supplement are not announced by 3:00 p.m., New York City time, on the Calculation Date or if no auction is held on the Interest Determination Date, then the Treasury Rate will be the Bond Equivalent Yield of the rate on the Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified in the applicable pricing supplement as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market". If the rate is not yet published in H.15(519) by 3:00 p.m., New York City time, on the related Calculation Date, the rate will be the rate on the Treasury Rate Interest Determination Date of the Treasury Bills as published in H.15 Daily Update, or another recognized electronics source displaying the rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If the rate is not yet published in H.15(519) H.15 Daily Update or another recognized electronic source, then the Treasury Rate will be calculated by the Calculation Agent and will be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent, after consultation with us, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity designated in the applicable pricing supplement. If the dealers selected by the Calculation Agent are not quoting bid rates, the interest rate for the applicable period will be the interest rate in effect on such Interest Determination Date. "Bond Equivalent Yield" means a yield (expressed as a percentage) calculated using the following formula: Bond Equivalent Yield = D x N x 100 ------------- 360 - (D x M) where "D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M" refers to the actual number of days in the applicable Interest Reset Period. CMT Rate Notes. Unless otherwise specified in the applicable pricing supplement, "CMT Rate" means, with respect to any Interest Determination Date relating to a Floating Rate Note for which the interest rate is determined with reference to the CMT Rate (a "CMT Rate Interest Determination Date"), the rate displayed on the Designated CMT Telerate Page under the caption "...Treasury Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45 p.m.," under the column for the Designated CMT Maturity Index for: o if the Designated CMT Telerate Page is 7051, the rate on the CMT Rate Interest Determination Date, and o if the Designated CMT Telerate Page is 7052, the weekly or monthly average as specified in the applicable pricing supplement for the week, or the month, ended immediately preceding the week or the month, in which the related CMT Rate Interest Determination Date occurs. If this rate is no longer displayed on the relevant page or is not displayed by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate for the CMT Rate Interest Determination Date will be the treasury constant maturity rate for the Designated CMT Maturity Index as published in the relevant H.15(519). If the rate is no longer published or is not published by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate on the CMT Rate Interest Determination Date will be the treasury constant maturity rate for the Designated CMT Maturity Index, or other United States Treasury Rate for the Designated CMT Maturity Index, for the CMT Rate Interest Determination Date with respect to the Interest Reset Date as then published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If the information is not provided by 3:00 p.m., New York City time, on the related Calculation Date, then the CMT Rate on the CMT Rate Interest Determination Date will be calculated by the Calculation Agent. The rate will then be a yield to maturity, based on the arithmetic mean of the secondary market bid rates as of approximately 3:30 p.m., New York City time, on the CMT Rate Interest Determination Date reported by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York (which may include the agent or its affiliates) selected by the Calculation Agent (from an initial group of five Reference Dealers selected by the Calculation Agent after consultation with us, and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than the Designated CMT Maturity Index minus one year. If the Calculation Agent is unable to obtain three Treasury Note quotations, the CMT Rate on the CMT Rate Interest Determination Date will be calculated by the Calculation Agent. The rate will then be a yield to maturity based on the arithmetic mean of the secondary market bid side prices as of approximately 3:30 p.m., New York City time, on the CMT Rate Interest Determination Date of three Reference Dealers in The City of New York (from an initial group of five Reference Dealers selected by the Calculation Agent, after consultation with us, and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the designated CMT Maturity Index and in an amount of at least U.S $100 million. If three or four (and not five) of the Reference Dealers are quoting these rates, then the CMT Rate will be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of the quotes will be eliminated. If fewer than three Reference Dealers selected by the Calculation Agent are quoting these rates, the CMT Rate determined as of the CMT Rate Interest Determination Date will be the CMT Rate in effect on the CMT Rate Interest Determination Date. If two Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index have remaining terms to maturity equally close to the Designated CMT Maturity Index, the Calculation Agent will obtain quotations for the Treasury Note with the shorter remaining term to maturity from five Reference Dealers. "Designated CMT Telerate Page" means the display on the Bridge Telerate, Inc. (or any successor service) on the page specified in the applicable pricing supplement (or any replacement page) for displaying Treasury Constant Maturities as reported in H.15(519), or if no page is specified in the applicable pricing supplement, page 7052. "Designated CMT Maturity Index" means the original period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified in the applicable pricing supplement with respect to which the CMT Rate will be calculated. Original Issue Discount Notes. We may issue notes at a price less than the stated redemption price at maturity of the notes of an amount greater than a de minimis amount (0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity, or, in the case of a note providing for payments prior to maturity of amounts other than qualified stated interest, the weighted average maturity). As a result, these notes will be treated as if they were issued with original issue discount for United States Federal income tax purposes ("Original Issue Discount Notes"). Original Issue Discount Notes may currently pay no interest or interest at a rate which is below market rates at the time of issuance. See "United States Federal Taxation-Original Issue Discount Notes." Additional considerations relating to Original Issue Discount Notes will be described in the applicable pricing supplement. Currency Indexed Notes. We may from time to time offer notes where the principal amount payable at Maturity and/or the rate of interest on the notes is determined by reference to the rate of exchange between the currency or composite currency in which the notes ("Currency Indexed Notes") are denominated (the "Denominated Currency") and the currency or currencies or composite currency or composite currencies (the "Indexed Currency") specified or determined in the applicable pricing supplement. Unless otherwise specified in the applicable pricing supplement: o if you hold a Currency Indexed Note you will receive a principal amount greater than the face amount of Currency Indexed Notes specified in the applicable pricing supplement (the "Face Amount") if, at Maturity, the rate at which the Denominated Currency can be exchanged for the Indexed Currency is greater than the rate of the exchange designated as the Base Exchange Rate, expressed in units of the Indexed Currency per one unit of the Denominated Currency, in the applicable pricing supplement (the "Base Exchange Rate"), and o if you hold a Currency Indexed Note you will be entitled to receive a principal amount less than the Face Amount of those notes if, at Maturity, the rate at which the Denominated Currency can be exchanged for the Indexed Currency is less than the Base Exchange Rate, in each case determined as described below under "Currency Indexed Notes-Payment of Principal and Interest." The applicable pricing supplement will set forth information about the historical value of the applicable Denominated Currency against the applicable Indexed Currency, any exchange controls applicable to the Denominated Currency or Indexed Currency and the tax consequences which you may encounter. You should be aware that historical information is not necessarily indicative of future performance. See "Risk Factors-Investing in Notes Denominated in a Non-U.S. Currency Will Expose You to Exchange Controls Risk" and "Risk Factors-Investing in Indexed Notes Involves Additional Risk." Payment of Principal and Interest Interest. Unless otherwise specified in the applicable pricing supplement, we will pay interest in the Denominated Currency based on the Face Amount of the Currency Indexed Notes at the rate and times and in the manner set forth in this prospectus and in the applicable pricing supplement. Principal. Unless otherwise specified in the applicable pricing supplement, we will pay principal of a Currency Indexed Note in the Denominated Currency at Maturity. The amount of principal will equal the Face Amount of the Currency Indexed Note, plus or minus an amount of the Denominated Currency determined by the Exchange Rate Agent specified in the applicable pricing supplement, which may be GM, by reference to the difference between the Base Exchange Rate and the rate at which the Denominated Currency can be exchanged for the Indexed Currency as determined on the second Exchange Rate day (the "Determination Date") prior to Maturity of the Currency Indexed Note by the Exchange Rate Agent. The rate of exchange will be based upon the arithmetic mean of the open market spot offer quotations for the Indexed Currency (spot bid quotations for the Denominated Currency) obtained by the Exchange Rate Agent from the Reference Dealers (as defined below) in The City of New York at 11:00 a.m., New York City time, on the Determination Date, for an amount of Indexed Currency equal to the aggregate Face Amount of the Currency Indexed Note multiplied by the Base Exchange Rate, with settlement at Maturity to be in the Denominated Currency. The "Spot Rate" is the rate of exchange as determined and expressed in units of the Indexed Currency per one unit of the Denominated Currency. If quotations from the Reference Dealers are not available on the Determination Date due to circumstances beyond our control or the control of the Exchange Rate Agent, the Spot Rate will be determined based on the most recently available quotations from the Reference Dealers. As used in this prospectus supplement, the term "Reference Dealers" shall mean the three banks or firms specified in the applicable pricing supplement or, if any of them shall be unwilling or unable to provide the requested quotations, other major money center bank or banks in The City of New York selected by the Exchange Rate Agent, in consultation with us, to act as Reference Dealer or Dealers. In the absence of manifest error, the determination by the Exchange Rate Agent of the Spot Rate and the principal amount of Currency Indexed Notes payable at Maturity will be final and binding on us and on you if you hold Currency Indexed Notes. See "Description of Notes-Payment Currency" for a discussion of the procedures followed by the Exchange Rate Agent if the Denominated Currency of a Currency Indexed Note is unavailable for payment because of the imposition of exchange controls or other circumstances beyond our control or the Denominated Currency is no longer used as discussed in that section. The applicable pricing supplement will specify the formula to be used by the Exchange Rate Agent to determine the principal amount of a Currency Indexed Note payable at Maturity. Other Indexed Notes and Terms Applicable to All Indexed Notes We may issue notes as indexed notes, other than Currency Indexed Notes, and the principal amount payable at Maturity and/or the interest on these notes, or both, may be determined by reference to the price of one or more specified securities or commodities, to one or more securities or commodities exchange indices or other indices or by other methods or formulae ("Indexed Notes"). If you hold an Indexed Note you may receive a principal amount at Maturity that is greater than or less than the face amount of the notes depending upon the fluctuation of the relative value, rate or price of the specified index. The pricing supplement relating to the Indexed Note will describe the method for determining the amount of interest and principal payable at the Maturity Date, tax consequences of the purchase, ownership or disposition which you may encounter if you hold the notes, risks associated with an investment in the notes and other information relating to the notes. See "Risk Factors-Investing in Indexed Notes Involves Additional Risk." YOU SHOULD CONSULT WITH YOUR OWN FINANCIAL, TAX AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN CURRENCY INDEXED NOTES OR OTHER INDEXED NOTES. THIS INVESTMENT ENTAILS SIGNIFICANT RISKS THAT ARE NOT ASSOCIATED WITH A SIMILAR INVESTMENT IN A SECURITY OF WHICH THE PRINCIPAL AMOUNT PAYABLE AT MATURITY IS NOT DETERMINED BY CURRENCY EXCHANGE RATES OR SECURITIES OR COMMODITIES EXCHANGE INDICES OR OTHER INDICES. THIS INVESTMENT IS NOT APPROPRIATE FOR YOU IF YOU ARE UNSOPHISTICATED WITH RESPECT TO THESE TRANSACTIONS. Unless otherwise specified in the applicable pricing supplement, (a) to determine if the requisite holders have made a demand or given a notice or waiver or taken any other action, the outstanding principal amount of Indexed Notes, including Currency Indexed Notes, will be the face amount of the notes, and (b) in the event of an acceleration of the Maturity Date of an Indexed Note, the principal amount payable to the holder of the note upon acceleration will be the same principal amount as would be paid at Maturity, if the date of acceleration were the Maturity Date. Subsequent Interest Periods The pricing supplement relating to each note will indicate whether we have, in the case of a Fixed Rate Note, the option to reset the interest rate, or in the case of a Floating Rate Note, to reset the Spread and/or Spread Multiplier, and, if so, the date or dates on which we may reset the interest rate or the Spread and/or Spread Multiplier (each an "Optional Reset Date"). If we have this option, the following procedures will apply, unless modified in the applicable pricing supplement. We may exercise this option by notifying the Trustee 50 to 60 days prior to an Optional Reset Date. Not later than 40 days prior to the Optional Reset Date, the Trustee will mail to the holder of the note a notice (the "Reset Notice") setting forth: o our election to reset the interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier, in the case of a Floating Rate Note; o the new interest rate or new Spread and/or Spread Multiplier; and o the provisions, if any, for redemption or repayment during the period from the Optional Reset Date to the next Optional Reset Date or, if there is no next Optional Reset Date, to the Maturity Date of the note (each period being a "Subsequent Interest Period"), including the date or dates on which or the period or periods during which and the price or prices at which redemption may occur during the Subsequent Interest Period. When the Trustee transmits a Reset Notice to you, the new interest rate or new Spread and/or Spread Multiplier will take effect automatically, and, except as modified by the Reset Notice and as described in the next paragraph, the note will have the same terms as prior to the transmittal of the Reset Notice. Notwithstanding the foregoing, not later than 20 days prior to an Optional Reset Date for a note, we may, at our option, revoke the new interest rate, or the Spread and/or Spread Multiplier provided for in the Reset Notice and establish a higher interest rate or a Spread and/or Spread Multiplier for the Subsequent Interest Period commencing on such Optional Reset Date, by causing the Trustee to transmit a notice of the higher interest rate or higher Spread and/or Spread Multiplier to you. This notice will be irrevocable. The notes for which the interest rate or Spread and/or Spread Multiplier is reset on an Optional Reset Date and which you have not tendered for repayment (or have validly revoked any tender) pursuant to the next succeeding paragraph will bear the higher interest rate or higher Spread and/or Spread Multiplier for the Subsequent Interest Period. If we elect to reset the interest rate or the Spread and/or Spread Multiplier of a note, you will have the option to elect that we repay your note on any Optional Reset Date at a price equal to the aggregate principal amount of the note outstanding on the Optional Reset Date plus any accrued interest. In order for a note to be repaid on an Optional Reset Date, you must follow the procedures set forth below under "Redemption and Repayment" for optional repayment, except that the period for delivery of the note or notification to the Trustee will be between 25 and 35 days prior to the Optional Reset Date and except that if you have tendered a note for repayment pursuant to a Reset Notice, you may, by written notice to the Trustee, revoke your tender for repayment until the close of business on the tenth day prior to the Optional Reset Date. Extension of Maturity The pricing supplement relating to each note (other than an Amortizing Note) will indicate if we have the option to extend the maturity of the note for one or more periods of one or more years (each an "Extension Period") up to the date (the "Final Maturity Date") set forth in the applicable pricing supplement. If we have this option with respect to any note (other than an Amortizing Note), the following procedures will apply, unless modified in the applicable pricing supplement, which will contain complete details of our option to extend the maturity of a note (other than an Amortizing Note). We may exercise our option by notifying the Trustee from 45 to 60 days prior to the Maturity Date originally in effect (the "Original Maturity Date") or, if the Maturity Date of the note has already been extended, prior to the Maturity Date then in effect (an "Extended Maturity Date"). No later than 40 days prior to the Original Maturity Date or an Extended Maturity Date (each, a "Maturity Date"), the Trustee will mail you a notice (the "Extension Notice") relating to the Extension Period, setting forth: o our election to extend the Original Maturity Date; o the new Maturity Date;, o in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread and/or Spread Multiplier applicable to the Extension Period; and o the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which redemption may occur during the Extension Period. When the Trustee mails you an Extension Notice, the Original Maturity Date will be extended automatically; and except as modified by the Extension Notice and as described in the next paragraph, your note will have the same terms as prior to the mailing of the Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the Original Maturity Date for a note, at our option, we may, revoke the interest rate or the Spread and/or Spread Multiplier provided for in the Extension Notice and establish a higher interest rate or Spread and/or Spread Multiplier for the Extension Period, by mailing or causing the Trustee to transmit to you, notice of the higher interest rate or higher Spread and/or Spread Multiplier. This notice will be irrevocable. All notes whose Maturity Dates are extended and which you have not tendered for repayment (or have validly revoked any tender), pursuant to the next paragraph, will bear a higher interest rate or higher Spread and/or Spread Multiplier for the Extension Period. If we elect to extend the Maturity Date of a note, you may elect that we repay your note on the Original Maturity Date at a price equal to the principal amount plus any accrued interest. In order for a note to be repaid on the Original Maturity Date, you must follow the procedures under "Redemption and Repayment" for optional repayment, except that the period for delivery of the note or notification to the Trustee will be between 30 and 35 days prior to the Original Maturity Date and except that if you have tendered a note for repayment pursuant to an Extension Notice you may, by written notice to the Trustee, revoke your tender for repayment until the close of business on the tenth day prior to the Original Maturity Date. Redemption and Repayment Unless otherwise provided in the applicable pricing supplement, we may not redeem the notes prior to the Maturity Date and you may not request repayment of the notes prior to the Maturity Date. Unless otherwise specified in the applicable pricing supplement, the notes, except for Amortizing Notes, will not be subject to any sinking fund. If applicable, the pricing supplement relating to each note will indicate that: (a) unless otherwise specified in the pricing supplement, the note will be redeemable at our option or repayable at your option at a price equal to 100% of the principal amount of the note, together with accrued interest to the date of redemption or repayment, unless the note was issued with original issue discount, in which case the pricing supplement will specify the amount payable upon redemption or repayment, and (b) the note will be redeemable at our option or repayable at your option on a date or dates specified prior to its Maturity Date. Unless otherwise specified in the applicable pricing supplement, the amount of any Original Issue Discount Note (as such term is defined in "Description of Notes-Original Issue Discount Notes") payable upon redemption by us, repayment at your option or acceleration of Maturity, in lieu of the stated principal amount due at the Maturity Date, will be the Amortized Face Amount of the Original Issue Discount Note as of the date of the redemption, repayment or acceleration. To determine if holders of the requisite amount of outstanding notes under the Indenture have made a demand or given a notice or waiver or taken any other action, the outstanding principal amount of any Original Issue Discount Note will be the Amortized Face Amount. The "Amortized Face Amount" of an Original Issue Discount Note is the amount equal to (a) the Issue Price of an Original Issue Discount Note set forth in the applicable pricing supplement plus (b) the portion of the difference between the Issue Price and the principal amount of the Original Issue Discount Note that has accrued at the yield to maturity set forth in the pricing supplement (computed in accordance with generally accepted United States bond yield computation principles) at the date the Amortized Face Amount is calculated, but in no event will the Amortized Face Amount of the Original Issue Discount Note exceed its stated principal amount. See also "United States Federal Taxation-Original Issue Discount Notes." We may redeem any of the notes that are redeemable and remain outstanding either in whole or from time to time in part, upon 30 to 60 day notice. Unless otherwise specified in the applicable pricing supplement, if less than all of the notes with like tenor and terms are to be redeemed, the Trustee will select the notes to be redeemed by the method the Trustee deems fair and appropriate. Unless otherwise specified in the applicable pricing supplement, in order for a note to be repaid at your option, we must receive the Global Note from the depositary with the form entitled "Option to Elect Repayment" duly completed between 30 and 45 days prior to the repayment date. Exercise of your repayment option is irrevocable, except as otherwise provided under "Description of Notes-Subsequent Interest Periods" and "Description of Notes-Extension of Maturity." With respect to the notes, the depositary's nominee is the holder of the notes and therefore will be the only entity that can exercise a right to repayment. See "Description of Notes-Book-Entry; Delivery and Form." In order to ensure that the depositary's nominee will timely exercise a right to repayment with respect to your beneficial interest in a note, you, as the beneficial owner of the interest, must instruct the broker or other direct or indirect participant through which you hold a beneficial interest in the note to notify the depositary of your desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers, and accordingly, you should consult the broker or other direct or indirect participant through which you hold an interest in a note in order to ascertain the cut-off time by which you must give an instruction in order for timely notice to be delivered to the depositary. Conveyance of notices and other communications by the depositary to participants, by participants to indirect participants and by participants and indirect participants to you, as a beneficial owner of the notes will be governed by agreements among you and them, subject to any statutory or regulated requirements as may be in effect from time to time. If applicable, we will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with any repurchase. We may at any time purchase notes at any price or prices in the open market or otherwise. Notes purchased by us may, at our discretion, be held or resold or surrendered to the Trustee for cancellation. Other/Additional Provisions; Addendum We may modify or supplement any provision of the notes, including the specification and determination of one or more Interest Rate Bases, the calculation of the interest rate applicable to a Floating Rate Note, the Interest Payment Dates, the Maturity Date or any other term relating to the note as specified under "Other/Additional Provisions" on the face of the note or in an addendum relating to the note, if so specified on the face of the note. The provisions will be described in the applicable pricing supplement. IMPORTANT CURRENCY EXCHANGE INFORMATION Unless otherwise set forth in the applicable pricing supplement, you are required to pay for the note in the Specified Currency in immediately available funds, and we will make payments of principal of, premium, if any, and interest, if any, on the note in the Specified Currency. Currently, there are limited facilities in the United States for conversion of U.S. dollars into foreign currencies or currency units and vice versa, and few banks offer non-U.S. dollar checking or savings account facilities in the United States. Accordingly, unless otherwise specified in a pricing supplement or unless alternative arrangements are made, payments of principal of, premium, if any, and interest, if any, on notes in a Specified Currency will be made to your bank account outside the United States. See "Risk Factors-Investing in Notes Denominated in a Non-U.S. Currency Will Expose You to Exchange Controls Risk" and "Risk Factors-You May Suffer Losses Related to Judgments Entered in a Non-U.S. Currency." However, if you request, the agent soliciting the offer to purchase will use reasonable efforts to arrange for the conversion of U.S. dollars into the Specified Currency to enable you to pay for the notes. Your request must be made on or before the third Business Day preceding the date of delivery of the notes or by another date as determined by the agent. Each conversion will be made by the relevant agent on the terms and subject to conditions, limitations and charges as the agent may from time to time establish in accordance with its regular foreign exchange practice. You will bear all costs of any exchange. UNITED STATES FEDERAL TAXATION General The following general summary describes the principal United States Federal income tax consequences of the ownership and disposition of the notes. This summary provides general information only. It is directed solely to you, as an original holder who is a U.S. holder (as defined below) purchasing notes at the "issue price" (as defined below), and assumes you will hold the notes as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). It does not discuss all United States Federal income tax consequences that may be applicable to you. If you are a bank, insurance company, dealer in securities, a person holding notes as part of a "straddle," conversion transaction, hedging or other integrated transaction, a U.S. holder whose functional currency is not the U.S. dollar, a partnership or other entity classified as a partnership for U.S. federal income tax purposes or a person subject to the alternative minimum tax, you may be subject to special rules, which this summary does not discuss. In addition, the United States Federal income tax consequences of a particular note will depend, in part, on the terms of the note. We advise you to consult your own tax advisors with regard to the application of the United States Federal income tax laws to your particular situation and any tax consequences arising under the laws of any state, local or foreign tax jurisdiction. This summary is based on the Code, United States Treasury Regulations (including proposed and temporary regulations) promulgated under the Code, rulings, official pronouncements and judicial decisions as of the date of this prospectus. You should know that the authorities on which this summary is based are subject to change or differing interpretations, which could apply retroactively, and could result in United States Federal income tax consequences for you which are different from those discussed below. For purposes of the following discussion, "U.S. holder" means a beneficial owner of a note that is: o for United States Federal income tax purposes, a citizen or resident of the United States; o a corporation or other entity created or organized in or under the laws of the United States or of any of its political subdivisions; o an estate the income of which is subject to United States Federal income taxation regardless of its source; o a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust; or o not otherwise a U.S. holder but whose income is effectively connected with its conduct of a United States trade or business. The term U.S. holder also includes certain former citizens of the United States. Payments of Interest. Interest on a note (whether denominated in U.S. dollars or in other than U.S. dollars) that is not an Original Issue Discount Note will generally be taxable to a U.S. holder as ordinary interest income at the time it is accrued or is received, in accordance with the U.S. holder's method of accounting for tax purposes. All payments of interest on a note that matures one year or less from its date of issuance will be included in the stated redemption price at the maturity of the note and will be taxed in the manner described below under "Original Issue Discount Notes." Special rules govern the treatment of interest paid with respect to Original Issue Discount Notes, including certain Floating Rate Notes, Foreign Currency Notes, Currency Indexed Notes and other Indexed Notes, as described under "Original Issue Discount Notes," "Foreign Currency Notes" and "Indexed Notes, Currency Indexed Notes and Other Notes Subject to Contingencies" below. Original Issue Discount Notes. The following summary is generally based upon the Treasury Regulations concerning the treatment of debt instruments issued with original issue discount (the "OID Regulations"). Under the OID Regulations, a note that is issued for an amount less than its stated redemption price at maturity will generally be considered to have been issued at an original issue discount. The "issue price" of a note is equal to the first price to the public, not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers, at which a substantial amount of the notes is sold for money. The stated redemption price at maturity of a note is equal to the sum of all payments to be made on the note other than "qualified stated interest" payments. With respect to a note, "qualified stated interest" is stated interest that is unconditionally payable as a series of payments in cash or property, other than our debt instruments, at least annually during the entire term of the note and equal to the outstanding principal balance of the note multiplied by a single fixed rate of interest. In addition, stated interest on Floating Rate Notes that provide for one or more qualified floating rates of interest, a single fixed rate and one or more qualified floating rates, a single objective rate, or a single fixed rate and a single objective rate that is a qualified inverse floating rate, generally is qualified stated interest if the stated interest is unconditionally payable at least annually during the term of the note at a rate that is considered to be a single qualified floating rate or a single objective rate as described below. Subject to certain exceptions, a variable rate of interest is a "qualified floating rate" if variations in the value of the rate can reasonably be expected to measure contemporaneous fluctuations in the cost of newly borrowed funds in the currency in which the note is denominated. A variable rate will be considered a qualified floating rate if the variable rate equals: o the product of an otherwise qualified floating rate and a fixed multiple (i.e., a Spread Multiplier) that is greater than .65 but not more than 1.35; or o an otherwise qualified floating rate (or the product described above) plus or minus a fixed rate (i.e., a Spread). If the variable rate equals the product of an otherwise qualified floating rate and a single fixed multiplier greater than 1.35 or less than .65, however, the rate generally constitutes an "objective rate," described more fully below. A variable rate may not be considered a qualified floating rate if the variable rate is subject to a maximum interest rate, minimum interest rate or similar restriction that is reasonably expected as of the issue date to cause the yield on the note to be significantly more or less than the expected yield determined without the restriction, unless the restriction is fixed throughout the term of the note. Subject to certain exceptions, an "objective rate" is defined as a rate, other than a qualified floating rate, that is determined using a single fixed formula and that is based on objective financial or economic information. An objective rate does not include a rate based on information that is within our control (or the control of a related party) or that is unique to our circumstances (or the circumstances of a related party), such as dividends, profits, or the value of our stock. In addition, a variable rate of interest on a note will not be considered an objective rate if it is reasonably expected that the average value of the rate during the first half of the note's term will be either significantly less than or significantly greater than the average value of the rate during the final half of the note's term. If interest on a note is stated at a fixed rate for an initial period of one year or less (e.g., an initial interest rate) followed by a variable rate that is either a qualified floating rate or an objective rate for a subsequent period, and the value of the variable rate on the issue date is intended to approximate the fixed rate, the fixed rate and the variable rate together constitute a single qualified floating rate or objective rate. If a Floating Rate Note provides for two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the term of the note, the qualified floating rates together constitute a single qualified floating rate. Two or more rates will be conclusively presumed to meet the requirements of the preceding sentences if the values of the applicable rates on the issue date are within 1/4 of 1 percent of each other. In addition, in order for interest paid at a qualified floating rate or an objective rate to be treated as qualified stated interest (rather than contingent payments, as discussed below), the qualified floating rate or objective rate in effect at a given time for a note must be set at a value of that rate on any day that is no earlier than three months prior to the first day on which that value is in effect and no later than one year following that first day. If the Floating Rate Note does not meet the above requirements, such note will be subject to the rules of contingent notes. See "Indexed Notes, Currency Indexed Notes and Other Notes subject to Contingencies" below. Special tax considerations (including possible original issue discount) may arise with respect to Floating Rate Notes that provide for: o one Base Rate followed by one or more Base Rates; o a single fixed rate followed by a qualified floating rate; or o a Spread Multiplier. Prospective U.S. holders of Floating Rate Notes with any of these features should carefully examine the applicable pricing supplement and should consult a tax advisor with respect to these features since the tax consequences will depend, in part, on the terms of the note. Notwithstanding the general definition of original issue discount above, a note will not be considered to have been issued with an original issue discount if the amount of such original issue discount is less than a de minimis amount equal to 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity (or, in the case of a note providing for payments prior to maturity of amounts other than qualified stated interest, multiplied by the weighted average maturity). Holders of notes with a de minimis amount of original issue discount will generally include the original issue discount in income, as capital gain, on a pro rata basis as principal payments are made on the note. A U.S. holder of an Original Issue Discount Note (other than certain U.S. holders of Short-Term Original Issue Discount Notes, as defined below) will be required to include qualified stated interest in income at the time it is received or accrued in accordance with such U.S. holder's method of accounting. A U.S. holder of an Original Issue Discount Note that matures more than one year from its date of issuance will be required to include original issue discount in income as it accrues, in accordance with a constant yield method based on a compounding of interest, before the receipt of cash payments attributable to such income. The amount of original issue discount includible in income is equal to the sum of the "daily portions" of the original issue discount for each day during the taxable year on which the U.S. holder held such note. The "daily portion" is the original issue discount for the "accrual period" that is allocated ratably to each day in the accrual period. Generally, the original issue discount for an accrual period is equal to the excess, if any, of the product of the "adjusted issue price" of an Original Issue Discount Note at the beginning of such accrual period and its "yield to maturity" over the amount of any qualified stated interest allocable to the accrual period. The "accrual period" is any period not to exceed one year provided that each payment of principal and interest occurs either on the final day of an accrual period or on the first day of an accrual period. We will specify the accrual period we intend to use in the applicable pricing supplement but a U.S. holder is not required to use the same accrual period for purposes of determining the amount of original issue discount includible in its income for a taxable year. The adjusted issue price of a note at the beginning of an accrual period is equal to the issue price of the note, increased by the aggregate amount of original issue discount with respect to the note that accrued in prior accrual periods and was previously includible in the income of a U.S. holder, and reduced by the amount of any payment on the note in prior accrual periods of amounts other than qualified stated interest. Under these rules, U.S. holders generally will have to include in income increasingly greater amounts of original issue discount in successive accrual periods. Under the OID Regulations, a U.S. holder may make an election (the "Constant Yield Election") to include in gross income all interest that accrues on a note (including stated interest, original issue discount, and de minimis original issue discount) in accordance with a constant yield method based on the compounding of interest. Special rules apply to such elections and U.S. holders considering such an election should consult their own tax advisor. The OID Regulations contain aggregation rules which, in certain circumstances, allow more than one type of note issued as part of the same issuance of securities to a single holder to be treated together as a single debt instrument with a single issue price, maturity date, yield to maturity and stated redemption price at maturity for purposes of calculating and accruing any original issue discount. Unless otherwise provided in the applicable pricing supplement, we do not expect to treat any of the notes as being subject to the aggregation rules for purposes of computing original issue discount. In general, a cash method U.S. holder of an Original Issue Discount Note that matures one year or less from its date of issuance (a "Short-Term Original Issue Discount Note") is not required to accrue original issue discount on such note for United States Federal income tax purposes unless it elects to do so. U.S. holders who make this election, U.S. holders who report income for United States Federal income tax purposes on the accrual method and certain other U.S. holders, including banks and dealers in securities, are required to include original issue discount (including stated interest, if any) in income on such Short-Term Original Issue Discount Notes as it accrues on a straight-line basis, unless an election is made to use the constant yield method (based on daily compounding). In the case of a U.S. holder who is not required and does not elect to include original issue discount in income currently, any gain realized on the sale, exchange or redemption of the Short-Term Original Issue Discount Note will be ordinary income to the extent of the original issue discount accrued on a straight-line basis (or, if elected, according to a constant yield method based on daily compounding), reduced by any interest received through the date of sale, exchange or redemption. In addition, the U.S. holder will be required to defer deductions for any interest paid on indebtedness incurred to purchase or carry Short-Term Original Issue Discount Notes in an amount not exceeding the deferred interest income, until such deferred interest income is recognized. We may redeem notes at our option prior to the maturity date, or we may repay notes at the option of the U.S. holder prior to the maturity date. Notes containing these features may be subject to rules that differ from the general rules discussed above. U.S. holders intending to purchase notes with any of these features should carefully examine the applicable pricing supplement. Bond Premium. If a U.S. holder purchases a note for an amount that is greater than the stated redemption price at maturity, such holder will be considered to have purchased such note with "amortizable bond premium" equal in amount to such excess. A U.S. holder may elect (in accordance with applicable Code provisions) to amortize such premium over the remaining term of the Note, based on the U.S. holder's yield to maturity with respect to the note. A U.S. holder may generally use the amortizable bond premium allocable to an accrual period to offset qualified stated interest required to be included in the U.S. holder's income with respect to the note in that accrual period. If the amortizable bond premium allocable to an accrual period exceeds the amount of qualified stated interest allocable to such accrual period, such excess would be allowed as a deduction for such accrual period, but only to the extent of the U.S. holder's prior interest income inclusions on the note. Any excess is generally carried forward and allocable to the next accrual period. A U.S. holder who elects to amortize bond premium must reduce its tax basis in the note as described below under "Sale, Exchange or Redemption of the Notes." An election to amortize bond premium applies to all taxable debt obligations that are held by the U.S. holder at the beginning of the first taxable year to which the election applies or that are thereafter acquired by the U.S. holder and may be revoked only with the consent of the Internal Revenue Service. If a holder makes a Constant Yield Election for a note with amortizable bond premium, the election will result in a deemed election to amortize bond premium for all of the holder's debt instruments with amortizable bond premium and may be revoked only with the permission of the Internal Revenue Service. Sale, Exchange or Redemption of the Notes. Upon the sale, exchange or redemption of a note, a U.S. holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or redemption (excluding any amounts attributable to interest which will be treated as interest as described under "Payment of Interest" above) and the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a note will generally be the cost of the note to the U.S. holder, increased by the amount of any original issue discount previously included in income by the U.S. holder with respect to the note and reduced by any principal payments received by the U.S. holder, any amortizable bond premium used to offset qualified stated interest and bond premium allowed as a deduction and, in the case of an Original Issue Discount Note, by the amounts of any other payments that do not constitute qualified stated interest. In general, gain or loss realized on the sale, exchange or redemption of a note that is not an Indexed Note, a Currency Indexed Note or a Floating Rate Note that provides for contingent payments will be capital gain or loss (except in the case of a Short-Term Original Issue Discount Note, to the extent of any original issue discount not previously included in the U.S. holder's taxable income). Prospective U.S. holders should consult their tax advisors regarding the treatment of capital gains (which may be taxed at lower rates than ordinary income for taxpayers who are individuals, trusts or estates) and losses (the deductibility of which is subject to limitations). Subsequent Interest Periods And Extensions Of Maturity. If so specified in the applicable pricing supplement relating to a note, we may have the option to reset the interest rate, in the case of a Fixed Rate Note, or to reset the Spread and/or the Spread Multiplier, in the case of a Floating Rate Note and/or to extend the Maturity of such Note. See "Description of Notes-Subsequent Interest Periods" and "Description of Notes-Extension of Maturity." These types of notes may be subject to special rules for determining interest income or gain or loss. A description of the United States Federal income tax consequences to a U.S. holder of these notes will be contained in the applicable pricing supplement. Foreign Currency Notes. The United States Federal income tax consequences to a U.S. holder of the ownership and disposition of notes that are denominated in, or provide for payments determined by reference to, a currency or currency unit other than the United States dollar ("Foreign Currency Notes") will be summarized in the applicable pricing supplement. Indexed Notes, Currency Indexed Notes and Other Notes Subject to Contingencies. The United States Federal income tax consequences to a U.S. holder of the ownership and disposition of Indexed Notes or other notes that provide for one or more contingent payments will vary depending on the exact terms of the notes and related factors, and the proper treatment of principal of and interest on Currency Indexed Notes is uncertain at this time. The notes may be subject to rules that differ from the general rules discussed above. U.S. holders intending to purchase these notes should refer to the discussion relating to taxation in the applicable pricing supplement. Backup Withholding and Information Reporting. Backup withholding and information reporting requirements may apply to certain payments of principal of, premium and interest (including original issue discount) on a note, and to payments of proceeds of the sale or redemption of a note, to non-corporate U.S. holders. GM, its agent, a broker, the relevant Trustee or any paying agent, will be required to withhold from any payment tax at the applicable rate specified in the Code if the U.S. holder fails to furnish or certify its correct taxpayer identification number to the payor in the manner required, fails to certify that the U.S. holder is not subject to backup withholding, or otherwise fails to comply with applicable backup withholding rules. Any amounts withheld under the backup withholding rules from a payment to a holder may be credited against the holder's United States Federal income tax and may entitle such holder to a refund, provided that the required information is furnished to the United States Internal Revenue Service. The United States Federal income tax discussion set forth above is included for your general information only and may not be applicable to your particular situation. You should consult your own tax advisors with respect to the tax consequences to you of the ownership and disposition of the notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws. CONCERNING THE TRUSTEE Citibank, N.A. is the Trustee under the Indenture. Citibank, N.A. acts as depository for funds of, makes loans to, acts as trustee and performs certain other services for us and certain of our affiliates in the normal course of business. It is also one of the investment managers of our pension trust funds. As trustee of various trusts, it has purchased our securities and the securities of certain of our affiliates. CONCERNING THE PAYING AGENTS We shall maintain one or more Paying Agents for the payment of principal of, and premium, if any, and interest, if any, on, the notes. (See section 4.02 of the Indenture.) We have initially appointed Citibank, N.A. as our Paying Agent for the notes. PLAN OF DISTRIBUTION Under the terms of Selling Agent Agreements, each dated as of __________, 20__, we are offering the notes on a continuous basis through Bear Stearns & Co. Inc., Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc., who have agreed to use their reasonable best efforts to solicit orders. We may appoint additional agents to solicit sales of the notes. Any solicitation and sale of the notes will be on the same terms and conditions to which the agents have agreed. In addition, we may arrange for the notes to be sold through other agents, dealers or underwriters or we may sell notes directly to investors. Unless otherwise specified in the applicable pricing supplement, we will pay each agent a commission ranging from .05% to .75% of the initial offering price of each note sold through that agent, depending upon the Maturity Date of the note. If we sell notes directly to investors, no commission or discount will be paid unless otherwise specified in the applicable pricing supplement. We will have the right to accept orders or reject any proposed purchase in whole or in part. Each agent will have the right, in its reasonable discretion, to reject any proposed purchase in whole or in part. We can withdraw, cancel or modify the offer without notice. We may also sell notes to any agent as principal for its own account at a discount equal to the commission the agent would receive if it purchased the notes as agent, unless otherwise specified in the applicable pricing supplement. The agent may resell notes to investors and other purchasers at prevailing market prices as determined by the agent or, if so specified in an applicable pricing supplement, at a fixed public offering price. In addition, the agents may offer the notes they have purchased as principal to other dealers. The agents may sell notes to any dealer at a discount which will not exceed the discount we paid the agent, unless otherwise specified in the applicable pricing supplement. After the initial public offering of notes, we may change the public offering price (for those notes to be resold at a fixed public offering price), the concession and the discount. Each agent may be deemed to be an "underwriter" within the meaning of the Securities Act. We have agreed to indemnify the agents against certain liabilities, including liabilities under the Securities Act. The notes will not have an established trading market when issued. We do not intend to apply for the listing of the notes on any securities exchange. The agents may make a market in the notes but are not obligated to do so and may discontinue any market-making at any time without notice. We cannot assure you that a secondary market for the notes will develop or that any notes will be sold. In connection with an offering of notes, the agents may engage in transactions that stabilize the price of the notes. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the notes. If an agent creates a short position in the notes, i.e., if the agent sells notes in an aggregate principal amount exceeding the amount set forth in the applicable pricing supplement, the agent may reduce that short position by purchasing notes in the open market. In general, purchases of notes for the purpose of stabilization or to reduce a short position could cause the price of the notes to be higher than it might be in the absence of the purchases. Neither we nor any of the agents makes any representation or prediction as to the direction or magnitude of any effect that the transactions described in the immediately preceding paragraph may have on the price of the notes. In addition, neither we nor any of the agents makes any representation that the agents will engage in any transactions or that transactions, once commenced, will not be discontinued without notice. ------------------ Lloyd D. Ward, a director of J.P.Morgan Chase & Co. Incorporated, of which Chase Securities Inc. is a direct, wholly-owned subsidiary, is a director of General Motors Corporation. E. Stanley O'Neal, a director of Merrill Lynch & Co., of which Merrill Lynch, Pierce Fenner & Smith Incorporated is a directly wholly-owned subsidiary, is a director of GM. In the ordinary course of their respective businesses, the agents and their affiliates have engaged, and will in the future engage, in commercial banking and investment banking transactions with GM and certain of our affiliates for which they have received customary fees and expenses. LEGAL OPINIONS The validity of the notes offered in this prospectus will be passed upon for us by Martin I. Darvick, Esq., an attorney on our Legal Staff, and for the agents by Davis Polk & Wardwell. Mr. Darvick owns shares and holds options to purchase shares of General Motors Corporation common stock, $12/3 par value, and owns shares of General Motors Class H common stock, $0.10 par value. Davis Polk & Wardwell acts as counsel to the Executive Compensation Committee of our Board of Directors and has acted as counsel to us and certain of our affiliates in various matters. EXPERTS The consolidated financial statements and related financial statement schedule incorporated in this prospectus supplement by reference from the General Motors Corporation Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated in this prospectus supplement by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. EX-4 4 universalexhibit4b.txt 4(B) SUBORDINATED DEBT INDENTURE GM AND CITIBANK Exhibit 4(b) GENERAL MOTORS CORPORATION and CITIBANK, N.A., Trustee SUBORDINATED INDENTURE Dated as of December , 2001 Subordinated Debt Securities TABLE OF CONTENTS* ---------------- PAGE ---- ARTICLE 1 DEFINITIONS Section 1.01. Definitions.......................................1 Section 1.02. Notice to Securityholders.........................6 ARTICLE 2 ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01. Amount Unlimited; Issuable in Series..............7 Section 2.02. Form of Trustee's Certificate of Authentication...9 Section 2.03. Form, Execution, Authentication, Delivery and Dating of Securities.............................10 Section 2.04. Denominations; Record Date.......................12 Section 2.05. Exchange and Registration of Transfer of Securities.......................................12 Section 2.06. Temporary Securities.............................14 Section 2.07. Mutilated, Destroyed, Lost or Stolen Securities..15 Section 2.08. Cancellation.....................................16 Section 2.09. Computation of Interest..........................16 Section 2.10. Securities in Global Form........................16 Section 2.11. Medium-Term Securities...........................17 Section 2.12. Cusip Numbers....................................18 ARTICLE 3 REDEMPTION OF SECURITIES Section 3.01. Redemption of Securities; Applicability of Article..........................................18 Section 3.02. Notice of Redemption; Selection of Securities....18 Section 3.03. Payment of Securities Called for Redemption......20 Section 3.04. Securities Redeemed in Part......................21 ARTICLE 4 PARTICULAR COVENANTS OF THE CORPORATION Section 4.01. Payment of Principal, Premium, Interest and Additional Amounts...............................21 Section 4.02. Offices for Notices and Payments, Etc............21 Section 4.03. Provisions as to Paying Agent....................22 Section 4.04. Luxembourg Publications..........................23 Section 4.05. Statement by Officers as to Default..............23 ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE Section 5.01. Securityholder Lists.............................24 Section 5.02. Preservation and Disclosure of Lists.............24 Section 5.03. Reports by the Corporation.......................26 Section 5.04. Reports by the Trustee...........................27 ARTICLE 6 REMEDIES ON DEFAULT Section 6.01. Events of Default................................27 Section 6.02. Payment of Securities on Default; Suit Therefor..29 Section 6.03. Application of Moneys Collected by Trustee.......31 Section 6.04. Proceedings by Securityholders...................32 Section 6.05. Remedies Cumulative and Continuing...............33 Section 6.06. Direction of Proceedings.........................33 Section 6.07. Notice of Defaults...............................34 Section 6.08. Undertaking to Pay Costs.........................34 ARTICLE 7 CONCERNING THE TRUSTEE Section 7.01. Duties and Responsibilities of Trustee...........35 Section 7.02. Reliance on Documents, Opinions, Etc.............36 Section 7.03. No Responsibility for Recitals, Etc..............37 Section 7.04. Ownership of Securities or Coupons...............38 Section 7.05. Moneys to Be Held in Trust.......................38 Section 7.06. Compensation, Indemnification and Expenses of Trustee.......................................38 Section 7.07. Officers' Certificate as Evidence................39 Section 7.08. Conflicting Interest of Trustee..................39 Section 7.09. Eligibility of Trustee...........................39 Section 7.10. Resignation or Removal of Trustee................39 Section 7.11. Acceptance by Successor Trustee..................41 Section 7.12. Successor by Merger, Etc.........................42 Section 7.13. Limitations on Rights of Trustee as Creditor.....42 ARTICLE 8 CONCERNING THE SECURITYHOLDERS Section 8.01. Action by Securityholders........................42 Section 8.02. Proof of Execution by Securityholders............43 Section 8.03. Who Are Deemed Absolute Owners...................44 Section 8.04. Corporation-Owned Securities Disregarded.........44 Section 8.05. Revocation of Consents; Future Securityholders Bound............................................45 Section 8.06. Securities in a Foreign Currency.................45 ARTICLE 9 SECURITYHOLDERS' MEETINGS Section 9.01. Purposes of Meetings.............................46 Section 9.02. Call of Meetings by Trustee......................46 Section 9.03. Call of Meetings by Corporation or Securityholders..................................47 Section 9.04. Qualification for Voting.........................47 Section 9.05. Regulations......................................47 Section 9.06. Voting...........................................48 ARTICLE 10 SUPPLEMENTAL INDENTURES Section 10.01. Supplemental Indentures Without Consent of Securityholders.................................48 Section 10.02. Supplemental Indentures With Consent of Securityholders.................................50 Section 10.03. Compliance with Trust Indenture Act; Effect of Supplemental Indentures......................51 Section 10.04. Notation on Securities..........................51 ARTICLE 11 CONSOLIDATION MERGER, SALE OR CONVEYANCE Section 11.01. Corporation May Consolidate, Etc.,.on Certain Terms...........................................52 Section 11.02. Successor Corporation Substituted...............52 Section 11.03. Opinion of Counsel to Be Given Trustee..........53 ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS Section 12.01. Discharge of Indenture..........................53 Section 12.02. Satisfaction, Discharge and Defeasance of Securities of Any Series........................54 Section 12.03. Deposited Moneys to Be Held in Trust by Trustee.56 Section 12.04. Paying Agent to Repay Moneys Held...............56 Section 12.05. Return of Unclaimed Moneys......................56 ARTICLE 13 SUBORDINATION OF SECURITIES Section 13.01. Agreement To Subordinate........................57 Section 13.02. No Payment On Securities If Senior Indebtedness In Default......................................57 Section 13.03. Priority Of Senior Indebtedness.................58 Section 13.04. Payment Permitted In Certain Situations.........60 Section 13.05. Corporation To Give Notice Of Certain Events; Reliance By Trustee...... ......................60 Section 13.06. Subrogation Of Securities.......................61 Section 13.07. Corporation Obligation To Pay Unconditional.....62 Section 13.08. Authorization Of Holders Of Securities To Trustee To Effect Subordination.................62 Section 13.09. No Waiver Of Subordination Provisions...........63 Section 13.10. Notice To Trustee Of Facts Prohibiting Payments.63 Section 13.11. Trustee May Hold Senior Indebtedness............64 Section 13.12. All Indenture Provisions Subject To This Article64 Section 13.13. Article Applicable To Paying Agents.............64 ARTICLE 14 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, Section 14.01. Indenture and Securities Solely Corporate Obligations.....................................64 ARTICLE 15 MISCELLANEOUS PROVISIONS Section 15.01. Benefits of Indenture Restricted to Parties and Securityholders.............................64 Section 15.02. Provisions Binding on Corporation's Successors..65 Section 15.03. Addresses for Notices, Etc......................65 Section 15.04. Evidence of Compliance with Conditions Precedent.......................................65 Section 15.05. Legal Holidays..................................65 Section 15.06. Trust Indenture Act to Control..................66 Section 15.07. Execution in Counterparts.......................66 Section 15.08. New York Contract...............................66 Section 15.09. Judgment Currency...............................66 Section 15.10. Severability of Provisions......................67 Section 15.11. Corporation Released from Indenture Requirements under Certain Circumstances........67 THIS SUBORDINATED INDENTURE, dated as of this __ day of December, 2001 between GENERAL MOTORS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the "Corporation"), party of the first part, and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee hereunder (hereinafter sometimes called the "Trustee," which term shall include any successor trustee appointed pursuant to Article Seven. WITNESSETH: WHEREAS, the Corporation deems it necessary to issue from time to time for its lawful purposes securities (hereinafter called the "Securities" or, in the singular, "Security") evidencing its unsecured indebtedness and has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Securities in one or more series, unlimited as to principal amount, to bear such rates of interest, to mature at such time or times and to have such other provisions as shall be fixed as hereinafter provided; and WHEREAS, the Corporation represents that all acts and things necessary to constitute these presents a valid and legally binding indenture and agreement according to its terms, have been done and performed, and the execution of this Indenture has in all respects been duly authorized, and the Corporation, in the exercise of legal rights and power in it vested, is executing this Indenture; NOW, THEREFORE: In order to declare the terms and conditions upon which the Securities are authenticated, issued and received, and in consideration of the premises, of the purchase and acceptance of the Securities by the holders thereof and of the sum of one U.S. Dollar to it duly paid by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Corporation covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the Securities, as follows: ARTICLE 1 DEFINITIONS Section 1.01 . Definitions. The terms defined in this Section (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939 or which are by reference therein defined in the Securities Act of 1933, as amended, shall have the meanings (except as herein otherwise expressly provided or unless the context otherwise clearly requires) assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture as originally executed. The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole, including the Exhibits to this instrument, and not to any particular Article, Section or other subdivision. Certain terms used wholly or principally within an Article of this Indenture may be defined in that Article. When used with respect to any Security, the words "convert", "converted" and "conversion" are intended to refer to the right of the holder or the Corporation to convert or exchange such Security into or for securities or other property in accordance with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 2.01, and these words are not intended to refer to any right of the holder or the Corporation to exchange such Security for other Securities of the same series and like tenor pursuant to Section 2.05, 2.06, 2.07, 3.04 or 10.04 or another similar provision of this Indenture, unless the context otherwise requires; and references herein to the terms of any Security that may be converted mean such terms as may be specified for such Security as contemplated in Section 2.01. "Additional Amounts" means any Additional Amounts which are required by a Security or by or pursuant to a Board Resolution under circumstances specified therein, to be paid by the Corporation in respect of certain taxes, assessments or governmental charges imposed on certain holders of Securities and which are owing to such holders of Securities. "Authorized Newspaper" means a newspaper in an official language of the country of publication of general circulation in the place in connection with which the term is used. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice. "Board of Directors" means the Board of Directors of the Corporation or the Finance Committee or the Borrowings Committee of the Corporation or any committee established by the Board of Directors or Finance Committee. "Board Resolution" means a resolution certified by the Secretary or Assistant Secretary of the Corporation to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means, with respect to any Security, a day (other than a Saturday or Sunday) that in the city (or in any of the cities, if more than one) in which amounts are payable as specified on the face of the form of such Security, is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close. "Corporate Trust Office" means the principal corporate trust office of the Trustee in New York, New York, at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 111 Wall Street, New York, New York 10005, Attention: Citibank Agency & Trust. "Corporation" means the person named as the "Corporation" in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Corporation" means such successor corporation. "Corporation Order" and "Corporation Request" mean any request, order or confirmation signed by a person designated pursuant to Section 2.03 and delivered to the Trustee, which may be transmitted by telex, by telecopy or in writing. "Coupon" means any interest coupon appertaining to a Security. "Coupon Security" means any Security authenticated and delivered with one or more Coupons appertaining thereto. "Depository" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the person designated as Depository by the Corporation pursuant to Section 2.01 until a successor Depository shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Depository" shall mean or include each person who is then a Depository hereunder, and if at any time there is more than one such person, "Depository" as used with respect to the Securities of any such series shall mean the Depository with respect to the Securities of that series. "Event of Default" means any event specified as such in Section 6.01. "Global Security" means a Registered Security or an Unregistered Security evidencing all or part of a series of Securities issued to the Depository for such series in accordance with Section 2.03. "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. "Interest Payment Date" when used with respect to any Security, means the stated maturity of an installment of interest on such Security. "Issue Date" means, with respect to Securities of any tranche, whether evidenced by a Registered Security or an Unregistered Security, the date such Securities are authenticated pursuant to Section 2.03. "Maturity Date" when used with respect to any Security, means the stated maturity of the Security. "Officers' Certificate" means a certificate signed by a chief financial officer, chief executive officer or chief accounting officer, including the Treasurer, and by the Secretary or any Assistant Secretary or, if the other signatory is other than the Treasurer, any Assistant Treasurer, of the Corporation. "Opinion of Counsel" means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Corporation. "Original Issue Discount Securities" means any Securities which are initially sold at a discount from the principal amount thereof and which provide upon an Event of Default for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration thereof. The term "outstanding" when used with reference to Securities, means, subject to the provisions of Section 7.08 and Section 8.04, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except: (a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Securities, or portions thereof,for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Corporation) or shall have been set aside and segregated in trust by the Corporation (if the Corporation shall act as its own paying agent), provided, that if such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article Three provided, or provisions satisfactory to the Trustee shall have been made for giving such notice; and (c) Securities in lieu of and in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Article Two, unless proof satisfactory to the Trustee is presented that any such Securities are held by bona fide holders in due course. The term "paying agent" means initially Citibank, N.A., and subsequently, any other paying agent appointed by the Corporation from time to time in respect of the Securities. The term "person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment," when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest, if any, (and Additional Amounts, if any) on the Securities of that series are payable. The term "record date" has the meaning specified in Section 2.04. "Registered Security" means any Security registered on the Security registration books of the Corporation. "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Sections 2.01 and 2.04. "Responsible Officer" when used with respect to the Trustee means any officer assigned by the Trustee to administer its corporate trust matters and who shall have direct responsibility for the administration of this Indenture. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Securityholder" or any other similar term means (a) in the case of any Registered Security, the person in whose name at the time such Security is registered on the registration books of the Corporation kept for that purpose in accordance with the terms hereof, and (b) in the case of any Unregistered Security, the bearer of such Security. "Security Register" and "Security Registrar" have the respective meanings specified in Section 2.05. "Senior Indebtedness" means [the principal of, premium, if any, and unpaid interest on the following, whether outstanding at the date hereof or thereafter incurred or created: (i) indebtedness of the Corporation for money borrowed evidenced by notes or other written obligations; (ii) indebtedness of the Corporation evidenced by securities (other than the Securities), debentures, bonds or other securities issued under the provisions of an indenture or similar instrument; (iii) obligations of the Corporation as lessee under capitalized leases and leases of property made as part of any sale and leaseback transactions; (iv) indebtedness of others of any of the kinds described in the preceding clauses (i) through (iii) assumed or guaranteed by the Corporation; and (v) renewals, extensions and refundings of, and indebtedness and obligations of a successor corporation issued in exchange for or in replacement of, indebtedness or obligations of the kinds described in the preceding clauses (i) through (iv), unless in the case of any particular indebtedness, obligation, renewal, extension or refunding the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such indebtedness, obligation, renewal, extension or refunding is not superior in right of payment to the Securities. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended. "United States" means the United States of America (including the States and the District of Columbia) and its possessions (including the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands). "Unregistered Security" means any Security other than a Registered Security. "U.S. Dollar" or "$" mean a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts. Section 1.02 . Notice to Securityholders. Except as otherwise expressly provided herein or in the provisions of any Security, where this Indenture provides for notice to holders of Securities of any event, such notice shall be sufficiently given if in writing and mailed, first class, postage prepaid, to each holder at such holder's address as it appears in the Securities Register, not later than the latest date, and not earlier than the earliest date prescribed for such notice. Neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular holder of a Security shall affect the sufficiency of such notice with respect to other holders of Securities. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. ARTICLE 2 ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 . Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: (a) the designation of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); (b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.05, 2.06, 2.07, 3.02 or 10.04); (c) the date or dates on which the principal of the Securities of the series is payable; (d) the rate or rates, which may be fixed or variable, at which the Securities of the series shall bear interest, if any, and if the rate or rates are variable, the manner of calculation thereof, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and, in the case of Registered Securities, the Regular Record Date for the determination of holders of such Securities to whom interest is payable on any Interest Payment Date; (e) the place or places (in addition to such place or places specified in this Indenture) where the principal of (and premium, if any), interest, if any, and Additional Amounts, if any, on Securities of the series shall be payable; (f) the right, if any, of the Corporation to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed pursuant to any sinking fund or otherwise; (g) the obligation, if any, of the Corporation to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; (h) if other than U.S. Dollars, the currency or currencies, or units based on or related to foreign currencies, including the Euro in which the Securities of the series shall be denominated and in which payments of principal of (premium, if any), interest, if any, on and any other amounts payable with respect to such Securities shall or may be payable; or in the manner in which such currency, currencies or composite currencies will be determined; and if the principal of (and premium, if any) and interest, if any, on the Securities of such series are to be payable, at the election of the Corporation or a holder thereof, in a currency or currencies, including composite currencies, other than that or those in which the Securities are stated to be payable, the currency or currencies in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (i) if the amount of principal of and interest on the Securities of the series may be determined with reference to an index based on a currency or currencies other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined; (j) the denominations in which Securities of the series shall be issuable, if other than U.S.$l,000 or integral multiples thereof with respect to Registered Securities and denominations of U.S.$1,000 and U.S.$5,000 for Unregistered Securities; (k) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof or which the Trustee shall be entitled to claim pursuant to Section 6.02; (l) whether the Securities of the series will be issuable as Registered Securities or Unregistered Securities (with or without Coupons), or both, any restrictions applicable to the offer, sale or delivery of Unregistered Securities and, if other than as provided for in Section 2.05, the terms upon which Unregistered Securities of the series may be exchanged for Registered Securities of such series and vice versa; and whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depository for such Global Security or Securities and whether any Global Securities of the series are to be issuable initially in temporary form and whether any Global Securities of the series are to be issuable in definitive form with or without Coupons and, if so, whether beneficial owners of interests in any such definitive Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which and the place or places where any such exchanges may occur, if other than in the manner provided in Section 2.05; (m) whether and under what circumstances the Corporation will pay Additional Amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Corporation will have the option to redeem such Securities in the event it becomes obligated to pay such Additional Amounts; (n) the provisions, if any, for the defeasance of the Securities of the series; (o) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions; (p) the terms, if any, on which holders of Securities may convert or exchange Securities of the series into any securities of any person; (q) any trustees, depositaries, authenticating or paying agents, transfer agents, registrars or any other agents with respect to the Security of such series; and (r) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture); All Securities of any one series shall be substantially identical except (i) as to denomination, (ii) that Securities of any series may be issuable as either Registered Securities or Unregistered Securities and (iii) as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any such indenture supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Corporation and delivered to the Trustee at the same time as or prior to the delivery of the Officers' Certificate setting forth the terms of the series. Section 2.02. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in the following form: [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CITIBANK, N.A., as Trustee, By: --------------------------------- Authorized Signatory Dated: ------------------------------ CITIBANK, N.A., as Trustee, By: --------------------------------- Authorized Signatory Dated: ------------------------------ Section 2.03 . Form, Execution, Authentication, Delivery and Dating of Securities. The Securities of each series and the Coupons, if any, to be attached thereto, shall be in the forms approved from time to time by or pursuant to a Board Resolution, or established in one or more indentures supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. Each Security and Coupon, if any, shall be executed on behalf of the Corporation by its Chairman of the Board of Directors or any Vice Chairman of the Board of Directors or its President or any Executive Vice President or any Senior Vice President or any Vice President and by its Treasurer or any Assistant Treasurer or its Secretary or any Assistant Secretary, under its Corporate seal. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Corporation may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Each Security and Coupon, bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Security, or the Security to which such Coupon appertains. At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Securities of any series executed by the Corporation and, in the case of Coupon Securities, having attached thereto appropriate Coupons, to the Trustee for authentication, together with a Corporation Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Corporation Order shall authenticate and deliver such Securities. If the form or terms of the Securities or Coupons of the series have been established in or pursuant to one or more Board Resolutions as permitted by this Section and Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) if the form of such Securities or Coupons has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture; and (c) that each such Security and Coupon, when authenticated and delivered by the Trustee and issued by the Corporation in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Corporation, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. If such form or terms has been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and the Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Every Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Corporation, and the Corporation shall deliver such Security to the Trustee for cancellation as provided in Section 2.08 together with a written statement (which need not comply with Section 15.04 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Corporation, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. If the Corporation shall establish pursuant to Section 2.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Corporation shall execute and the Trustee shall in accordance with this Section and the Corporation Order with respect to such series authenticate and deliver the Global Security or Securities that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of outstanding Securities of such series to be represented by the Global Security or Securities, (ii) shall be registered, if in registered form, in the name of the Depository for such Global Security or Securities or the nominee of such Depository, and (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions. Each Depository designated pursuant to Section 2.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depository, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. Section 2.04 . Denominations; Record Date. The Securities shall be issuable as Registered Securities or Unregistered Securities in such denominations as may be specified as contemplated in Section 2.01. In the absence of any such specification with respect to any series, such Securities shall be issuable in the denominations contemplated by Section 2.01. The term "record date" as used with respect to an Interest Payment Date (except a date for payment of defaulted interest) means such day or days as shall be specified in the terms of the Registered Securities of any particular series as contemplated by Section 2.01; provided, however, that in the absence of any such provisions with respect to any series, such term means (1) the last day of the calendar month next preceding such Interest Payment Date if such Interest Payment Date is the fifteenth day of a calendar month; or (2) the fifteenth day of a calendar month next preceding such Interest Payment Date if such Interest Payment Date is the first day of the calendar month. The person in whose name any Registered Security is registered at the close of business on the Regular Record Date with respect to an Interest Payment Date shall be entitled to receive the interest payable and Additional Amounts, if any, payable on such Interest Payment Date notwithstanding the cancellation of such Registered Security upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent the Corporation shall default in the payment of the interest and Additional Amounts, if any, due on such Interest Payment Date, such defaulted interest and Additional Amounts, if any, shall be paid to the persons in whose names outstanding Registered Securities are registered on a subsequent record date established by notice given by mail by or on behalf of the Corporation to the holders of Securities of the series in default not less than fifteen days preceding such subsequent record date, such record date to be not less than five days preceding the date of payment of such defaulted interest. Section 2.05 . Exchange and Registration of Transfer of Securities. Registered Securities of any series may be exchanged for a like aggregate principal amount of Registered Securities of other authorized denominations of such series. Registered Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Corporation for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Corporation shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the holder making the exchange shall be entitled to receive. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.01, at the option of the holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series of any authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Corporation that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that are Coupon Securities, all unmatured Coupons and all matured Coupons in default thereto appertaining. At the option of the holder thereof, if Unregistered Securities of any series are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.01, such Unregistered Securities may be exchanged for Unregistered Securities of such series of other authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Corporation that shall be maintained for such purpose in accordance with Section 4.02 or as specified pursuant to Section 2.01, with, in the case of Unregistered Securities that are Coupon Securities, all unmatured Coupons and all matured Coupons in default thereto appertaining. Unless otherwise specified pursuant to Section 2.01, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. The Corporation (or its designated agent (the "Security Registrar")) shall keep, at such office or agency, a Security Register (the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Corporation shall register Securities and shall register the transfer of Registered Securities as in this Article. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Registered Security of a particular series at such office or agency, the Corporation shall execute and the Corporation or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of such series for an equal aggregate principal amount. Unregistered Securities (except for any temporary bearer Securities) and Coupons shall be transferable by delivery. All Securities presented for registration of transfer or for exchange, redemption or payment, as the case may be, shall (if so required by the Corporation or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Corporation and the Trustee duly executed by, the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of fifteen days next preceding any selection of such Registered Securities of such series to be redeemed, or (b) any Security of any such series selected for redemption except in the case of any such series to be redeemed in part, the portion thereof not to be so redeemed. Notwithstanding anything herein or in the terms of any series of Securities to the contrary, neither the Corporation nor the Trustee (which shall rely on an Officers' Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Corporation (including the inability of the Corporation to deduct from its income, as computed for Federal income tax purposes, the interest payable on any Securities) under then applicable United States Federal income tax laws. Section 2.06 . Temporary Securities. Pending the preparation of definitive Securities of any series, the Corporation may execute and upon receipt of a Corporation Order the Trustee shall authenticate and deliver temporary Securities of such series (printed or lithographed). Temporary Securities of any series shall be issuable in any authorized denominations, and in the form approved from time to time by or pursuant to a Board Resolution but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Corporation. Every temporary Security shall be executed by the Corporation and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unnecessary delay the Corporation shall execute and shall furnish definitive Securities of such series and thereupon any or all temporary Registered Securities of such series may be surrendered in exchange therefor without charge at the office or agency to be designated and maintained by the Corporation for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 and in the case of Unregistered Securities at any agency maintained by the Corporation for such purpose as specified pursuant to Section 2.01, and the Trustee shall authenticate and deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and in the case of such Securities that are Coupon Securities, having attached thereto the appropriate Coupons. Until so exchanged the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series. The provisions of this Section 2.06 are subject to any restrictions or limitations on the issue and delivery of temporary Unregistered Securities of any series that may be established pursuant to Section 2.01 (including any provision that Unregistered Securities of such series initially be issued in the form of a single global Unregistered Security to be delivered to a Depository or agency of the Corporation located outside the United States and the procedures pursuant to which definitive Unregistered Securities of such series would be issued in exchange for such temporary global Unregistered Security). Section 2.07 . Mutilated, Destroyed, Lost or Stolen Securities. In case any temporary or definitive Security of any series or, in the case of a Coupon Security, any Coupon appertaining thereto, shall become mutilated or be destroyed, lost or stolen, the Corporation in the case of a mutilated Security or Coupon shall, and in the case of a lost, stolen or destroyed Security or Coupon may, in its discretion, execute, and upon receipt of a Corporation Order the Trustee shall authenticate and deliver, a new Security of the same series as the mutilated, destroyed, lost or stolen Security or, in the case of a Coupon Security, a new Coupon Security of the same series as the mutilated, destroyed, lost or stolen Coupon Security or, in the case of a Coupon, a new Coupon Security of the same series as the Coupon Security to which such mutilated, destroyed, lost or stolen Coupon appertains, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen or in exchange for the Coupon Security to which such mutilated, destroyed, lost or stolen Coupon appertains, with all appurtenant Coupons not destroyed, lost or stolen. In every case the applicant for a substituted Security or Coupon shall furnish to the Corporation and to the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Corporation and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon, as the case may be, and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the Corporation. Upon the issuance of any substituted Security or Coupon, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith and in addition a further sum not exceeding ten dollars for each Security so issued in substitution. In case any Security or Coupon which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Corporation may, instead of issuing a substituted Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security or Coupon) if the applicant for such payment shall furnish the Corporation and the Trustee with such security or indemnity as they may require to save them harmless and, in case of destruction, loss or theft, evidence to the satisfaction of the Corporation and the Trustee of the destruction, loss or theft of such Security or Coupon and of the ownership thereof. Every substituted Security with, in the case of any such Security that is a Coupon Security, its Coupons, issued pursuant to the provisions of this Section by virtue of the fact that any Security or Coupon is destroyed, lost or stolen shall, with respect to such Security or Coupon, constitute an additional contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Security or Coupon shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities, and the Coupons appertaining thereto, duly issued hereunder. All Securities and any Coupons appertaining thereto shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities and Coupons appertaining thereto and shall, to the extent permitted by law, preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. Section 2.08 . Cancellation. All Securities surrendered for payment, redemption, exchange or registration of transfer, and all Coupons surrendered for payment as the case may be, shall, if surrendered to the Corporation or any agent of the Corporation or of the Trustee, be delivered to the Trustee and promptly cancelled by it or, if surrendered to the Trustee, be cancelled by it, and no Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of such cancelled Securities and Coupons in its customary manner and notify the Corporation of its action. Section 2.09 . Computation of Interest. Except as otherwise specified as contemplated by Section 2.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. Section 2.10 . Securities in Global Form. If Securities of a series are issuable in global form, as specified by Section 2.01, then, notwithstanding Section 2.01(i) and the provisions of Section 2.04, such Security shall represent such of the outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such person or persons as shall be specified therein or in the Corporation Order to be delivered to the Trustee pursuant to Section 2.03 or Section 2.06. Subject to the provisions of Section 2.03 and, if applicable, Section 2.06, the Trustee shall deliver and redeliver any Security in definitive global bearer form in the manner and upon written instructions given by the person or persons specified therein or in the applicable Corporation Order. If a Corporation Order pursuant to Section 2.03 or 2.06 has been, or simultaneously is, delivered, any instructions by the Corporation with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section l4.04 and need not be accompanied by an Opinion of Counsel. The beneficial owner of a Security represented by a definitive Global Security in bearer form may, upon no less than 30 days written notice to the Trustee, given by the beneficial owner through a Depository, exchange its interest in such definitive Global Security for a definitive bearer Security or Securities, or a definitive Registered Security or Securities, of any authorized denomination, subject to the rules and regulations of such Depository and its members. No individual definitive bearer Security will be delivered in or to the United States. The provisions of the last sentence of the third to the last paragraph of Section 2.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Corporation and the Corporation delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 15.04 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the third to the last paragraph of Section 2.03. Unless otherwise specified as contemplated by Section 2.01, payment of principal of and any premium and any interest on any Security in definitive global form shall be made to the person or persons specified therein. Section 2.11 . Medium-Term Securities. Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Corporation Order, Officers' Certificate, supplemental indenture or Opinion of Counsel otherwise required pursuant to Sections 15.04, 2.01 2.03 and 2.06 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. An Officers' Certificate or supplemental indenture, delivered pursuant to this Section 2.11 in the circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee on original issue from time to time upon the written order of persons designated in such Officers' Certificate or supplemental indenture and that such persons are authorized to determine, consistent with such Officers' Certificate or any applicable supplemental indenture such terms and conditions of said Securities as are specified in such Officers' Certificate or supplemental indenture, provided that the foregoing procedure is acceptable to the Trustee. Section 2.12 . Cusip Numbers. The Corporation in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to holders; provided that any such notice may state than no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Corporation will promptly notify the Trustee of any change in the "CUSIP" numbers. ARTICLE 3 REDEMPTION OF SECURITIES Section 3.01 . Redemption of Securities; Applicability of Article. Redemption of Securities of any series as permitted or required by the terms thereof shall be made in accordance with such terms and this Article; provided, however, that if any provision of any series of Securities shall conflict with any provision of this Article, the provision of such series of Securities shall govern. The notice date for a redemption of Securities means the date on which notice of such redemption is given in accordance with the provisions of Section 3.02 hereof. Section 3.02 . Notice of Redemption; Selection of Securities. The election of the Corporation to redeem any Securities shall be evidenced by an Officers' Certificate. In case the Corporation shall desire to exercise the right to redeem all, or, as the case may be, any part of a series of Securities pursuant to the terms and provisions applicable to such series, it shall fix a date for redemption and shall mail a notice of such redemption at least thirty and not more than sixty days prior to the date fixed for redemption to the holders of the Securities of such series which are Registered Securities to be redeemed as a whole or in part at their last addresses as the same appear on the Security Register. Such mailing shall be by prepaid first class mail. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder shall have received such notice. In any case, failure to give notice by mail, or any defect in the notice to the holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series. Notice of redemption to the holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee as described in Section 5.04, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least thirty days and not more than sixty days prior to the date fixed for redemption, to such holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Corporation, the Trustee shall make such information available to the Corporation for such purpose). Notice of redemption to any other holder of an Unregistered Security of such series shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper in London (and, if required by Section 4.04, in an Authorized Newspaper in Luxembourg), in each case, once in each of two successive calendar weeks, the first publication to be not less than thirty nor more than sixty days prior to the date fixed for redemption. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder shall have received such notice. In any case, failure to give notice by mail, or any defect in the notice to the holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series. Each such notice of redemption shall specify the provisions of such Securities under which such redemption is made, that the conditions precedent, if any, to such redemption have occurred, shall describe the same and the date fixed for redemption, the redemption price at which such Securities are to be redeemed, the Place of Payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Coupon Securities, of all Coupons appertaining thereto maturing after the date fixed for redemption, that interest and Additional Amounts, if any, accrued to the date fixed for redemption will be paid as specified in said notice, and that on and after said date interest, if any, thereon or on the portions thereof to be redeemed will cease to accrue. If less than all of the Securities of a series are to be redeemed any notice of redemption published in an Authorized Newspaper shall specify the numbers of the Securities to be redeemed. In case any Security is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued of the same series. In case any Security is convertible, the notice of redemption shall state the terms of conversion, the date on which the right to convert the Security to be redeemed will terminate and the place or places where such Security may be surrendered for conversion. At least one Business Day prior to the redemption date specified in the notice of redemption given for Unregistered Securities as provided in this Section and on or prior to the redemption date specified in the notice of redemption given for all Securities other than Unregistered Securities, the Corporation will deposit in trust with the Trustee or with one or more paying agents an amount of money sufficient to redeem on the redemption date all the Securities or portions of Securities so called for redemption, other than any Securities called for redemption on the redemption date which have been converted prior to the date of such deposit, at the appropriate redemption price, together with accrued interest, if any, to the date fixed for redemption. The Corporation will give the Trustee notice of each redemption at least forty-five days prior to the date fixed for redemption (unless a shorter notice is acceptable to the Trustee) as to the aggregate principal amount of Securities to be redeemed. In case of redemption of less than all Securities, the Issuer will give the Trustee sixty days prior notice. If less than all of the Securities of a series are to be redeemed, the Trustee shall select, pro rata or by lot or in such other manner as it shall deem reasonable and fair, the numbers of the Securities to be redeemed in whole or in part. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as outstanding for the purpose of such selection. If any Security called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the holder of such Security or any predecessor Security to receive interest as provided in the last paragraph of Section 4.01 or in the terms of such Security) be paid to the Corporation upon its request or, if then held by the Corporation, shall be discharged from such trust. Section 3.03 . Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities with respect to which such notice has been given shall become due and payable on the date and at the Place of Payment stated in such notice at the applicable redemption price, together with interest, if any (and Additional Amounts, if any), accrued to the date fixed for redemption, and on and after said date (unless the Corporation shall default in the payment of such Securities at the redemption price, together with interest, if any, and Additional Amounts, if any, accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue. On presentation and surrender of such Securities subject to redemption at said Place of Payment in said notice specified, the said Securities or the specified portions thereof shall be paid and redeemed by the Corporation at the applicable redemption price, together with interest, if any, and Additional Amounts, if any, accrued thereon to the date fixed for redemption. Interest, if any (and Additional Amounts, if any), maturing on or prior to the date fixed for redemption shall continue to be payable (but without interest thereon unless the Corporation shall default in payment thereof) in the case of Coupon Securities to the bearers of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities to the holders thereof registered as such on the Security Register on the relevant record date subject to the terms and provisions of Section 2.04. At the option of the Corporation payment may be made by check to (or to the order of) the holders of the Securities or other persons entitled thereto against presentation and surrender of such Securities. If any Coupon Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Corporation and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless. Section 3.04 . Securities Redeemed in Part. Upon presentation of any Security redeemed in part only, the Corporation shall execute and the Trustee shall authenticate and deliver to the holder thereof, at the expense of the Corporation, a new Security or Securities, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Security so presented of the same series. ARTICLE 4 PARTICULAR COVENANTS OF THE CORPORATION Section 4.01 . Payment of Principal, Premium, Interest and Additional Amounts. The Corporation will duly and punctually pay or cause to be paid the principal of (and premium, if any), interest, if any, and Additional Amounts, if any, on each of the Securities at the place, at the respective times and in the manner provided in the terms of the Securities and in this Indenture. The interest on Coupon Securities (together with any Additional Amounts) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. The interest, if any, on any temporary bearer Securities (together with any Additional Amounts) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Securities for notation thereon of the payment of such interest. The interest on Registered Securities (together with any Additional Amounts) shall be payable only to the holders thereof and at the option of the Corporation may be paid by mailing checks for such interest payable to or upon the order of such holders at their last addresses as they appear on the Security Register for such Securities. Section 4.02 . Offices for Notices and Payments, Etc. As long as any of the Securities of a series remain outstanding, the Corporation will designate and maintain, in the Borough of Manhattan, The City of New York, an office or agency where the Registered Securities of such series may be presented for registration of transfer or exchange or for conversion as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation in respect of the Securities of such series or of this Indenture may be served, and an office or agency where the Securities of such series may be presented for payment. The Corporation will give to the Trustee notice of the location of each such office or agency and of any change in the location thereof. In case the Corporation shall fail to maintain any such office or agency in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereof, presentations may be made and notices and demands may be served at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, and the Corporation hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. If Unregistered Securities of any series are outstanding, the Corporation will maintain or cause the Trustee to maintain one or more agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where such Unregistered Securities, and Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Corporation within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States, except, at the option of the Corporation, if the Corporation shall have determined that, pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Corporation. Notwithstanding the foregoing, payments in U.S. Dollars with respect to Unregistered Securities of any series and Coupons appertaining thereto which are payable in U.S. Dollars may be made at an agency of the Corporation maintained in the Borough of Manhattan, The City of New York if such payment in U.S. Dollars at each agency maintained by the Corporation outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Corporation hereby initially designates Citibank, N.A., located at its Corporate Trust Office as the Security Registrar and as the office or agency of the Corporation in the Borough of Manhattan, The City of New York, where the Securities may be presented for payment and, in the case of Registered Securities, for registration of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Corporation in respect of the Securities of any series or of this Indenture may be served. Section 4.03 . Provisions as to Paying Agent. (a) Whenever the Corporation shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (i) that it will hold sums held by it as such agent for the payment of the principal of (and premium, if any), interest, if any, or Additional Amounts, if any, on the Securities of such series in trust for the benefit of the holders of the Securities of such series, or Coupons appertaining thereto, as the case may be, entitled thereto and will notify the Trustee of the receipt of sums to be so held, (ii) that it will give the Trustee notice of any failure by the Corporation (or by any other obligor on the Securities of such series) to make any payment of the principal of (or premium, if any), interest, if any, or Additional Amounts, if any, on the Securities of such series when the same shall be due and payable, and (iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Corporation shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any), interest, if any, or Additional Amounts, if any, on the Securities of any series set aside, segregate and hold in trust for the benefit of the holders of the Securities of such series entitled thereto a sum sufficient to pay such principal (and premium if any), interest, if any, or Additional Amounts, if any, so becoming due. The Corporation will promptly notify the Trustee of any failure to take such action. (c) Anything in this Section to the contrary notwithstanding, the Corporation may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series by it or any paying agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 12.03 and 12.04. Section 4.04 . Luxembourg Publications. In the event of the publication of any notice pursuant to Section 3.02, 6.07, 7.10, 7.11, 9.02, 10.02 or 12.05, the party making such publication shall also, to the extent that notice is required so to be given to holders of Securities of any series by applicable Luxembourg law or stock exchange regulation, make a similar publication the same number of times in Luxembourg. Section 4.05 . Statement by Officers as to Default. The Corporation will deliver to the Trustee, on or before a date not more than four months after the end of each fiscal year of the Corporation (which, on the date of execution hereof, ends on December 31) ending after the date hereof, commencing with the fiscal year endedending in 2001, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Corporation is in default in the performance or observance of any of the terms, provisions and conditions of this Indenture to be performed or observed by it and, if the Corporation shall be in default, specifying all such defaults and the nature thereof of which they may have knowledge. ARTICLE 5 SECURITYHOLDER LISTS AND REPORTS BY THE CORPORATION AND THE TRUSTEE Section 5.01 . Securityholder Lists. The Corporation covenants and agrees that it will furnish or cause to be furnished to the Trustee with respect to the Securities of each series: (a) semiannually, not later than each Interest Payment Date (in the case of any series having semiannual Interest Payment Dates) or not later than the dates determined pursuant to Section 2.01 (in the case of any series not having semiannual Interest Payment Dates) a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of Securities of such series as of the Regular Record Date (or as of such other date as may be determined pursuant to Section 2.01 for such series) therefor, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Corporation of any such request, a list in such form as the Trustee may reasonably require of the names and addresses of the holders of Securities of a particular series specified by the Trustee as of a date not more than fifteen days prior to the time such information is furnished; provided, however, that if and so long as the Trustee shall be the Security Registrar any such list shall exclude names and addresses received by the Trustee in its capacity as Security Registrar, and if and so long as all of the Securities of any series are Registered Securities, such list shall not be required to be furnished. Section 5.02 . Preservation and Disclosure of Lists. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Securities (i)contained in the most recent list furnished to it as provided in Section 5.01, (ii)received by the Trustee in its capacity as Security Registrar or a paying agent, or (iii) filed with it within the preceding two years pursuant to Section 5.04(c). The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished. (b) In case three or more holders of Securities (hereinafter referred to as "applicants") apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of at least six months preceding the date of such application, and such application states that the applicants' desire to communicate with other holders of Securities of a particular series (in which case the applicants must hold Securities of such series) or with holders of all Securities with respect to their rights under this Indenture or under such Securities and it is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application, at its election, either: (i) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section, or (ii) inform such applicants as to the approximate number of holders of Securities of such series or all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section, and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application. If the Trustee shall elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each holder of such series or all Securities, as the case may be, whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Securities and Exchange Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the holders of Securities of such series or all Securities, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If said Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, said Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. (c) Each and every holder of Securities, by receiving and holding the same, agrees with the Corporation and the Trustee that neither the Corporation nor the Trustee nor any agent of the Corporation or of the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Securities in accordance with the provisions of subsection (b) of this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under said subsection (b). Section 5.03. Reports by the Corporation. The Corporation covenants: (a) to file with the Trustee within fifteen days after the Corporation is required to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as said Commission may from time to time by rules and regulations prescribe) which the Corporation may be required to file with said Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Corporation is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and said Commission, in accordance with rules and regulations prescribed from time to time by said Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. (b) to file with the Trustee and the Securities and Exchange Commission, in accordance with the rules and regulations prescribed from time to time by said Commission, such additional information, documents, and reports with respect to compliance by the Corporation with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations; (c) to transmit by mail to all the holders of Securities of each series, as the names and addresses of such holders appear on the Security Register, within thirty days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Corporation with respect to each such series pursuant to subsections (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Securities and Exchange Commission; and (d) If Unregistered Securities of any series are outstanding, to file with the listing agent of the Corporation with respect to such series such documents and reports of the Corporation as may be required from time to time by the rules and regulations of any stock exchange on which such Unregistered Securities are listed. Delivery of such reports, information and documents contemplated under this Section to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Corporation's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). Section 5.04 . Reports by the Trustee. (a) On or before April 1, 2002 and on or before April 1 of each year thereafter, so long as any Securities of any series are outstanding hereunder, the Trustee shall transmit to the holders of Securities of such series, in the manner provided by Section 311(c) of the Trust Indenture Act, a brief report dated as of the preceding February 15, as may be required by Sections 311(a) and (b) of the Trust Indenture Act. (b) A copy of each such report shall, at the time of such transmission to holder of Securities of a particular series, be filed by the Trustee with each stock exchange upon which the Securities of such series are listed and also with the Securities and Exchange Commission. The Corporation agrees to notify the Trustee when and as the Securities of any series become listed on any stock exchange or delisted therefrom. ARTICLE 6 REMEDIES ON DEFAULT Section 6.01 . Events of Default. In case one or more of the following Events of Default with respect to a particular series of Securities shall have occurred and be continuing, that is to say: (a) default in the payment of the principal of (or premium, if any, on) any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or (b) default in the payment of any installment of interest, if any, or in the payment of any Additional Amounts upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of thirty days; or (c) failure on the part of the Corporation duly to observe or perform any other of the covenants or agreements on the part of the Corporation applicable to such series of the Securities or contained in this Indenture for a period of ninety days after the date on which written notice of such failure, requiring the Corporation to remedy the same, shall have been given to the Corporation by the Trustee, or to the Corporation and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Securities of such series at the time outstanding; or (d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Corporation in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Corporation or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of ninety days; or (e) the Corporation shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Corporation or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; then if an Event of Default described in clause (a), (b) or (c) shall have occurred and be continuing, and in each and every such case, unless the principal amount of all the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than twenty-five percent in aggregate principal amount of the Securities of all series affected thereby then outstanding hereunder, by notice in writing to the Corporation (and to the Trustee if given by holders of such Securities) may declare the principal amount of all the Securities (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities) of the series affected thereby to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of such series contained to the contrary notwithstanding, or, if an Event of Default described in clause (d) or (e) shall have occurred and be continuing, and in each and every such case, either the Trustee or the holders of not less than twenty-five per cent in aggregate principal amount of all the Securities then outstanding hereunder (voting as one class), by notice in writing to the Corporation (and to the Trustee if given by holders of Securities), may declare the principal of all the Securities not already due and payable (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities) to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision in this Indenture or in the Securities to the contrary notwithstanding. The foregoing provisions, however, are subject to the conditions that if, at any time after the principal of the Securities of any one or more or all series, as the case may be, shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Corporation shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest, if any, and all Additional Amounts, if any, due upon all the Securities of such series or of all the Securities, as the case may be, and the principal of (and premium, if any, on) all Securities of such series or of all the Securities, as the case may be (or, with respect to Original Issue Discount Securities, such lesser amount as may be specified in the terms of such Securities), which shall have become due otherwise than by acceleration (with interest, if any, upon such principal and premium, if any, and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest and Additional Amounts, if any, at the same rate as the rate of interest specified in the Securities of such series, as the case may be (or, with respect to Original Issue Discount Securities at the rate specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption or acceleration of such series, as the case may be), to the date of such payment or deposit), and such amount as shall be payable to the Trustee pursuant to Section 7.06, and any and all defaults under the Indenture shall have been remedied, then and in every such case the holders of a majority in aggregate principal amount of the Securities of such series (or of all the Securities, as the case may be) then outstanding, by written notice to the Corporation and to the Trustee, may waive all defaults with respect to that series or with respect to all Securities, as the case may be and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. If the principal of all Securities shall have been declared to be payable pursuant to this Section 6.01, in determining whether the holders of a majority in aggregate principal amount thereof have waived all defaults and rescinded and annulled such declaration, all series of Securities shall be treated as a single class and the principal amount of Original Issue Discount Securities shall be deemed to be the amount declared payable under the terms applicable to such Original Issue Discount Securities. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Corporation, Trustee and the holders of Securities, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Corporation, the Trustee and the holders of Securities, as the case may be, shall continue as though no such proceedings had been taken. Section 6.02 . Payment of Securities on Default; Suit Therefor. The Corporation covenants that (1) in case default shall be made in the payment of any installment of interest, if any, on any of the Securities of any series or any Additional Amounts in payable respect of any of the Securities of any series, as and when the same shall become due and payable, and such default shall have continued for a period of thirty days or (2) in case default shall be made in the payment of the principal of (orand premium, if any, on) any of the Securities of any series, as and when the same shall have become due and payable, whether upon maturity of such series or upon redemption or upon declaration or otherwise, then upon demand of the Trustee, the Corporation will pay to the Trustee, for the benefit of the holders of the Securities of such series, and the Coupons, if any, appertaining to such Securities, the whole amount that then shall have become due and payable on all such Securities of such series and such Coupons, for principal (and premium, if any) or interest, if any, or Additional Amounts, if any, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest, if any, and Additional Amounts, if any, at the same rate as the rate of interest specified in the Securities of such series (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption or acceleration); and, in addition thereto, such further amounts as shall be payable pursuant to Section 7.06. In case the Corporation shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Corporation or other obligor upon such Securities and collect in the manner provided by law out of the property of the Corporation or other obligor upon such Securities wherever situated the moneys adjudged or decreed to be payable. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Corporation or any other obligor upon Securities of any series under Title 11 of the United States Code or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Corporation or such other obligor, or in case of any other judicial proceedings relative to the Corporation or such other obligor, or to the creditors or property of the Corporation or such other obligor, the Trustee, irrespective of whether the principal of the Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, with respect to Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series), and premium, if any, interest, if any, and Additional Amounts, if any, owing and unpaid in respect of the Securities of such series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee under Section 7.06 and of the holders of the Securities and Coupons of such series allowed in any such judicial proceedings relative to the Corporation or other obligor upon the Securities of such series, or to the creditors or property of the Corporation or such other obligor, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders of such series and of the Trustee on their behalf; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of the Securities and Coupons of such series to make payments to the Trustee and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders of such series, to pay to the Trustee such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the claim of any holder in any such proceeding. All rights of action and of asserting claims under this Indenture, or under any of the Securities, may be enforced by the Trustee without the possession of any of the Securities or Coupons appertaining to such Securities, or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Securities or Coupons appertaining thereto. In case of a default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Section 6.03 . Application of Moneys Collected by Trustee. Any moneys collected by the Trustee pursuant to Section 6.02 shall, subject to the subordination provisions hereof, be applied in the order following, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest, if any, upon presentation of the several Securities and Coupons in respect of which moneys have been collected, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid: FIRST: To the payment of the amounts payable to the Trustee pursuant to Section 7.06; SECOND: In case the principal of the Securities in respect of which moneys have been collected shall not have become due, to the payment of interest, if any, and Additional Amounts, if any, on the Securities of such series in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest, if any, and Additional Amounts, if any, specified in the Securities of such series (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption or acceleration), such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: In case the principal of the Securities in respect of which moneys have been collected shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Securities of such series for principal (and premium, if any), interest, if any, and Additional Amounts, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, if any, and Additional Amounts, if any, at the same rate as the rate of interest specified in the Securities of such series (or, with respect to Original Issue Discount Securities, at the rate specified in the terms of such Securities for interest on overdue principal thereof upon maturity, redemption or acceleration); and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal (and premium, if any), interest, if any, and Additional Amounts, if any, without preference or priority of principal (and premium, if any), over interest, if any, and Additional Amounts, if any, or of interest, if any, and Additional Amounts, if any, over principal (and premium, if any), or of any installment of interest, if any, or Additional Amounts, if any, over any other installment of interest, if any, or Additional Amounts, if any, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal (and premium, if any), and accrued and unpaid interest, if any, and Additional Amounts, if any, and; FOURTH: To the Corporation. Section 6.04 . Proceedings by Securityholders. No holder of any Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the holders of not less than twenty-five percent in aggregate principal amount of the Securities of such series then outstanding or, in the case of any Event of Default described in Section 6.01(d) or 6.01(e), twenty-five per cent in aggregate principal amount of all the Securities at the time outstanding (voting as one class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for sixty days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the taker and holder of every Security with every other taker and holder and the Trustee, that no one or more holders of Securities or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue of or by availing himself of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Securities or Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities and Coupons. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest, if any, and Additional Amounts, if any, on such Security or Coupon, on or after the respective due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder. With respect to Original Issue Discount Securities, principal means such amount as shall be due and payable be specified in the terms of such Securities. Section 6.05 . Remedies Cumulative and Continuing. All powers and remedies given by this Article Six to the Trustee or to the holders of Securities or Coupons shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the holders of Securities or Coupons, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any holder of any of the Securities or Coupons to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article Six or by law to the Trustee or to the holders of Securities or Coupons may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the holders of Securities or Coupons, as the case may be. Section 6.06 . Direction of Proceedings. The holders of a majority in aggregate principal amount of the Securities of any or all series affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture, (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction and (iii) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceedings so directed would be prejudicial to the holders not joining in such direction or may not lawfully be taken or if the Trustee in good faith by its Responsible Officers shall determine that the action or proceedings so directed would potentially involve the Trustee in personal liability. Prior to any declaration accelerating the maturity of the Securities of any series, the holders of a majority in aggregate principal amount of the Securities of such series at the time outstanding may on behalf of the holders of all of the Securities of such series waive any past default or Event of Default hereunder and its consequences except a default in the payment of principal of (premium, if any) or interest, if any, or Additional Amounts, if any, on any Securities of such series or in respect of a covenant or provision hereof which may not be modified or amended without the consent of the holders of each outstanding Security of such series affected. Upon any such waiver the Corporation, the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06, said default or Event of Default shall for all purposes of the Securities of such series and this Indenture be deemed to have been cured and to be not continuing. Section 6.07 . Notice of Defaults. The Trustee shall, within ninety days after the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series actually known to a Responsible Officer of the Trustee (i) if any Unregistered Securities of that series are then outstanding, to the holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York (and, if required by Section 4.04, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of that series are then outstanding, to all holders thereof who have filed their names and addresses with the Trustee as described in Section 5.04, by mailing such notice to such holders at such addresses and (iii) to all holders of then outstanding Registered Securities of that series, by mailing such notice to such holders at their addresses as they shall appear on the Security Register, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term "defaults" for the purpose of this Section being hereby defined to be the events specified in Sections 6.01(a), 6.01(b), 6.01(c), 6.01(d) and 6.01(e) and any additional events specified in the terms of any series of Securities pursuant to Section 2.01, not including periods of grace, if any, provided for therein, and irrespective of the giving of written notice specified in Section 6.01(c) or in the terms of any Securities established pursuant to Section 2.01); and provided that, except in the case of default in the payment of the principal of (premium, if any), interest, if any, or Additional Amounts, if any, on any of the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the interests of the holders of the Securities of such series. Section 6.08 . Undertaking to Pay Costs. All parties to this Indenture agree, and each holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholders of any series, or group of such Securityholders, holding in the aggregate more than ten percent in aggregate principal amount of all Securities (voting as one class), or to any suit instituted by any Securityholders for the enforcement of the payment of the principal of (and premium, if any), interest, if any, or Additional Amounts, if any, on any Security on or after the due date expressed in such Security (or, in the case of redemption, on or after the redemption date) or for the enforcement of the right to convert any Security in accordance with its terms. ARTICLE 7 CONCERNING THE TRUSTEE Section 7.01 . Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default of a particular series and after the curing of all Events of Default of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to a particular series has occurred (which has not been cured), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to such series which may have occurred: (i) the duties and obligations of the Trustees with respect to such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (b) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of Securities pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. Section 7.02. Reliance on Documents, Opinions, Etc. Subject to the provisions of Section 7.01: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, Coupon or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Corporation mentioned herein shall be sufficiently evidenced by an instrument signed in the name of the Corporation by the Chairman of the Board of Directors or any Vice Chairman of the Board of Directors or the President or any Executive Vice President or any Senior Vice President or any Vice President or the Treasurer and by the Secretary or any Assistant Secretary or, if the other signatory is other than the Treasurer, any Assistant Treasurer (unless other evidence in respect thereof be herein specifically prescribed); and a Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or any Assistant Secretary of the Corporation; (c) the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with such Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses, and liabilities which might be incurred therein or thereby; (e) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Corporation, personally or by agent or attorney; (f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, provided, however, that the Trustee shall be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it hereunder; and (g) the Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; and (h) the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. (i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder. Section 7.03 . No Responsibility for Recitals, Etc. The recitals contained herein and in the Securities, other than the Trustee's certificate of authentication, shall be taken as the statements of the Corporation, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, provided that the Trustee shall not be relieved of its duty to authenticate Securities only as authorized by this Indenture. The Trustee shall not be accountable for the use or application by the Corporation of Securities or the proceeds thereof. Section 7.04 . Ownership of Securities or Coupons. The Trustee or any agent of the Corporation or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons with the same rights it would have if it were not Trustee, or an agent of the Corporation or of the Trustee. Section 7.05 . Moneys to Be Held in Trust. Subject to the provisions of Section 12.04 hereof, all moneys received by the Trustee or any paying agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received by it hereunder except such as it may agree with the Corporation to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Corporation, signed by its Chairman of the Board of Directors or any Vice Chairman of the Board of Directors or its President or any Executive Vice President or any Senior Vice President or any Vice President or its Treasurer or any Assistant Treasurer. Section 7.06 . Compensation, Indemnification and Expenses of Trustee. The Corporation covenants and agrees to pay to the Trustee as agreed upon in writing from time to time, and the Trustee shall be entitled to, reasonable compensation, and, except as otherwise expressly provided the Corporation will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation, expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its own negligence, bad faith or willful misconduct. The Corporation also covenants to indemnify the Trustee (and any predecessor Trustee) for, and to hold it harmless against, any and all loss, liability, claim, damage or reasonable expense (including reasonable out of pocket legal fees and expenses) incurred without negligence, bad faith or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of liability. The obligations of the Corporation under this Section to compensate the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities or Coupons. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. Section 7.07. Officers' Certificate as Evidence. Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate, delivered to the Trustee, and such Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. Section 7.08. Conflicting Interest of Trustee. (a) The Trustee shall comply with Section 310(b) of the Trust Indenture Act. (b) The indentures dated as of April 1, 1986, November 15, 1990 and December 7, 1995, respectively, between the Corporation and Citibank, N.A. and the indenture dated as of October 15, 2001 among General Motors Nova Scotia Finance Company, as issuer, General Motors Corporation, as guarantor, and Citibank N.A. shall be deemed to be specifically described herein for purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. Section 7.09. Eligibility of Trustee. There shall at all times be a trustee hereunder which shall be a corporation organized and doing business under the laws of the United States or of any State or Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers and (b) is subject to supervision or examination by Federal, State, Territorial or District of Columbia authority and (c) shall have at all times a combined capital and surplus of not less than twenty-five million dollars. If such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10. Section 7.10. Resignation or Removal of Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may, upon sixty days written notice to the Corporation, at any time resign with respect to one or more or all series by giving written notice of resignation to the Corporation (i) if any Unregistered Securities of a series affected are then outstanding, by giving notice of such resignation to the holders thereof, by publication at least once in an Authorized Newspaper in London (and, if required by Section 4.04, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then outstanding, by mailing notice of such resignation to the holders thereof who have filed their names and addresses with the Trustee as described in Section 5.04 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the holders of then outstanding Registered Securities of each series affected at their addresses as they shall appear on the Security Register. Upon receiving such notice of resignation the Corporation shall promptly appoint a successor trustee with respect to the applicable series by written instrument, in duplicate, executed by order of the Board of Directors of the Corporation, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within sixty days after the mailing of such notice of resignation to the Securityholders, the resigning Trustee may petition, at the expense of the Corporation, any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 6.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (i) the Trustee shall fail to comply with the provisions of subsection 7.08(a) with respect to any series of Securities after written request therefor by the Corporation or by any Securityholder who has been a bona fide holder of a Security or Securities of such series for at least six months, or (ii) the Trustee shall cease to be eligible in accordance with the provision of Section 7.09 with respect to any series of Securities and shall fail to resign after written request therefor by the Corporation or by any such Securityholder, or (iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Corporation may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee with respect to such series by written instrument, in duplicate, executed by order of the Board of Directors of the Corporation, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.08, any Securityholder of such series who has been a bona fide holder of a Security or Securities of the applicable series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The holders of a majority in aggregate principal amount of the Securities of all series (voting as one class) at the time outstanding may at any time remove the Trustee with respect to Securities of all series and appoint a successor trustee with respect to the Securities of all series. (d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11. Section 7.11 . Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Corporation and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Corporation or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 7.06. In case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the Corporation, the predecessor Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09. Upon acceptance of appointment by a successor trustee as provided in this Section, the Corporation shall give notice of the succession of such trustee hereunder (a) if any Unregistered Securities of a series affected are then outstanding, to the holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 4.04, at least once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities of a series affected are then outstanding, to the holders thereof who have filed their names and addresses with the Trustee pursuant to Section 5.04, by mailing such notice to such holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Corporation for such purpose) and (c) to the holders of Registered Securities of each series affected, by mailing such notice to such holders at their addresses as they shall appear on the Security Register. If the Corporation fails to mail such notice in the prescribed manner within ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so given at the expense of the Corporation. Section 7.12 . Successor by Merger, Etc. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 7.13 . Limitations on Rights of Trustee as Creditor. The Trustee shall comply with Section 311(a) of the Trust Indenture Act. ARTICLE 8 CONCERNING THE SECURITYHOLDERS Section 8.01 . Action by Securityholders. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Securities of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of the holders of Securities voting in favor thereof at any meeting of Securityholders duly called and held in accordance with the provisions of Article Nine, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Securityholders. In determining whether the holders of a specified percentage in aggregate principal amount of the Securities have taken any action (including the making of any demand or request, the waiving of any notice, consent or waiver or the taking of any other action), the principal amount of any Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be outstanding for such purposes shall be equal to the amount of the principal thereof that could be declared to be due and payable upon an Event of Default pursuant to the terms of such Original Issue Discount Security at the time the taking of such action is evidenced to the Trustee. Section 8.02 . Proof of Execution by Securityholders. Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any instrument by a Securityholder or its agent or proxy shall be sufficient if made in the following manner: (a) In the case of holders of Unregistered Securities, the fact and date of the execution by any such person of any instrument may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the person executing such instruments acknowledged to him the execution thereof or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the authority of the person executing the same. The fact of the holding by any holder of a Security of any series, and the identifying number of such Security and the date of his holding the same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security of such series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more Securities of one or more series specified therein. The holding by the person named in any such certificate of any Securities of any series specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities shall be produced, or (2) the Security of such series specified in such certificate shall be produced by some other person, or (3) the Security of such series specified in such certificates shall have ceased to be outstanding. Subject to Sections 7.01, 7.02 and 9.05, the fact and date of the execution of any such instrument and the amount and numbers of Securities of any series held by the person so executing such instrument and the amount and numbers of any Security or Securities for such series may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee for such series or in any other manner which the Trustee for such series may deem sufficient. (b) In the case of Registered Securities, the ownership of such Securities shall be proved by the Security Register or by a certificate of the Security Registrar. Section 8.03 . Who Are Deemed Absolute Owners. The Corporation, the Trustee, any paying agent, any transfer agent and any Security Registrar may treat the holder of any Unregistered Security and the holder of any Coupon as the absolute owner of such Unregistered Security or Coupon (whether or not such Unregistered Security or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes and neither the Corporation, the Trustee, any paying agent, any transfer agent nor any Security Registrar shall be affected by any notice to the contrary. The Corporation, the Trustee, any paying agent, any transfer agent and any Security Registrar may, subject to Section 2.04 hereof, treat the person in whose name a Registered Security shall be registered upon the Security Register as the absolute owner of such Registered Security (whether or not such Registered Security shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes and neither the Corporation, the Trustee, any paying agent, any transfer agent nor any Security Registrar shall be affected by any notice to the contrary. Section 8.04 . Corporation-Owned Securities Disregarded. In determining whether the holders of the required aggregate principal amount of Securities have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Corporation or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation, shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Corporation. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Section 8.05 . Revocation of Consents; Future Securityholders Bound. At any time prior to the taking of any action by the holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action, any holder of a Security the identifying number of which is shown by the evidence to be included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee at its office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security and of any Security issued in exchange or substitution therefor irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the percentage in aggregate principal amount of the Securities specified in this Indenture in connection with such action shall be conclusively binding upon the Corporation, the Trustee and the holders of all the Securities of each series intended to be affected thereby. Section 8.06 . Securities in a Foreign Currency. Unless otherwise specified in an Officers' Certificate delivered pursuant to Section 2.01 of this Indenture with respect to a particular series of Securities, on any day when for purposes of this Indenture any action may be taken by the holders of a specified percentage in aggregate principal amount of two or more series of outstanding Securities and, at such time, there are outstanding Securities of at least one such series which are denominated in a coin or currency other than that of at least one other such series, then the principal amount of Securities of each such series (other than any such series denominated in U.S. Dollars) which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of U.S. Dollars that could be obtained for such amount at the Market Exchange Rate. For purposes of this Section 8.06, Market Exchange Rate shall mean the noon U.S. Dollar buying rate for that currency for cable transfers quoted in The City of New York on such day as certified for customs purposes by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Corporation shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York, as of the most recent available date. The provisions of this paragraph shall apply in determining the equivalent number of votes which each Securityholder or proxy shall be entitled to pursuant to Section 9.05 in respect of Securities of a series denominated in a currency other than U.S. Dollars. All decisions and determinations of the Corporation regarding the Market Exchange Rate shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Corporation and all holders. ARTICLE 9 SECURITYHOLDERS' MEETINGS Section 9.01 . Purposes of Meetings. A meeting of Securityholders of any or all series may be called at any time and from time to time pursuant to the provisions of this Article for any of the following purposes: (a) to give any notice to the Corporation or to the Trustee, or to give any directions to the Trustee, or to waive any default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the provisions of Article Six; (b) to remove the Trustee and appoint a successor trustee pursuant to the provisions of Article Seven; (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or (d) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Securities of any or all series, as the case may be, under any other provision of this Indenture or under applicable law. Section 9.02 . Call of Meetings by Trustee. The Trustee may at any time call a meeting of holders of Securities of any or all series to take any action specified in Section 9.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, or in London, as the Trustee shall determine. Notice of every meeting of the holders of Securities of any or all series, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given (a) if any Unregistered Securities of a series that may be affected by the action proposed to be taken at such meeting are then outstanding, to all holders thereof, by publication at least twice in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least twice in an Authorized Newspaper in London (and, if required by Section 4.04, at least twice in an Authorized Newspaper in Luxembourg) prior to the date fixed for the meeting, the first publication, in each case, to be not less than twenty nor more than one hundred eighty days prior to the date fixed for the meeting and the last publication to be not more than five days prior to the date fixed for the meeting, (b) if any Unregistered Securities of a series that may be affected by the action proposed to be taken at such meeting are then outstanding, to all holders thereof who have filed their names and addresses with the Trustee as described in Section 5.04, by mailing such notice to such holders at such addresses, not less than twenty nor more than one hundred eighty days prior to the date fixed for the meeting and (c) to all holders of then outstanding Registered Securities of each series that may be affected by the action proposed to be taken at such meeting, by mailing such notice to such holders at their addresses as they shall appear on the Security Register, not less than twenty nor more than one hundred eighty days prior to the date fixed for the meeting. Failure of any holder or holders to receive such notice or any defect therein shall in no case affect the validity of any action taken at such meeting. Any meeting of holders of Securities of all or any series shall be valid without notice if the holders of all such Securities outstanding, the Corporation and the Trustee are present in person or by proxy or shall have waived notice thereof before or after the meeting. The Trustee may fix, in advance, a date as the record date for determining the holders entitled to notice of or to vote at any such meeting at not less than twenty or more than one hundred eighty days prior to the date fixed for such meeting. Section 9.03 . Call of Meetings by Corporation or Securityholders. In case at any time the Corporation, pursuant to a Board Resolution, or the holders of at least ten percent in aggregate principal amount of the Securities of any or all series, as the case may be, then outstanding, shall have requested the Trustee to call a meeting of Securityholders of any or all series to take any action authorized in Section 9.01, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed or published as provided in Section 9.02, the notice of such meeting within thirty days after receipt of such request, then the Corporation or the holders of such Securities in the amount above specified may determine the time and the place in said Borough of Manhattan or London for such meeting and may call such meeting to take any action authorized in Section 9.01, by mailing notice thereof as provided in Section 9.02. Section 9.04 . Qualification for Voting. To be entitled to vote at any meeting of Securityholders a person shall be a holder of one or more Securities of a series with respect to which a meeting is being held or a person appointed by an instrument in writing as proxy by such a holder. The only persons who shall be entitled to be present or to speak at any meeting of the Securityholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Corporation and its counsel. Section 9.05 . Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Corporation or by Securityholders as provided in Section 9.03, in which case the Corporation or the Securityholder calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Securities represented at the meeting and entitled to vote. Subject to the provisions of Sections 8.01 and 8.04, at any meeting each Securityholder or proxy shall be entitled to one vote for each U.S.$1,000 principal amount of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting not to be outstanding. The chairman of the meeting shall have no right to vote except as a Securityholder or proxy. Any meeting of Securityholders duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. Section 9.06 . Voting. The vote upon any resolution submitted to any meeting of Securityholders shall be by written ballot on which shall be subscribed the signatures of the Securityholders or proxies and on which shall be inscribed the identifying number or numbers or to which shall be attached a list of identifying numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavit by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in . The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Corporation and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. ARTICLE 10 SUPPLEMENTAL INDENTURES Section 10.01 . Supplemental Indentures Without Consent of Securityholders. The Corporation, when authorized by Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act) for one or more of the following purposes: (a) to evidence the succession of another corporation to the Corporation, or successive successions, and the assumption by any successor corporation of the covenants, agreements and obligations of the Corporation pursuant to Article Eleven hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders of Securities of any or all series, or the Coupons appertaining to such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide; (c) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities of any series in bearer form, registrable or not registrable as to principal, and with or without interest Coupons, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose, and to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of uncertificated Securities of any series; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of the holders of any series of Securities or any Coupons appertaining to such Securities; (e) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to Section 7.11; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (g) to change or eliminate any provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (ii) shall not apply to any Security outstanding; and (h) to add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into any securities of any person, in order to permit or facilitate the issuance, payment or conversion of such Securities. The Trustee is hereby authorized to join with the Corporation in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Corporation and the Trustee without the consent of the holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 10.02. Section 10.02 . Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in the aggregate principal amount of the Securities of all series at the time outstanding affected by such supplemental indenture (voting as one class), the Corporation, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indentures or modifying in any manner the rights of the holders of the Securities of each such series or any Coupons appertaining to such Securities; provided, however, that no such supplemental indenture shall (a) change the fixed maturity of any Securities, or reduce the principal amount thereof (or premium, if any), or reduce the rate or extend the time of payment of any interest or Additional Amounts thereon or reduce the amount due and payable upon acceleration of the maturity thereof or the amount provable in bankruptcy, or make the principal of (premium, if any) or interest, if any, or Additional Amounts, if any, on any Security payable in any coin or currency other than that provided in such Security, (b) impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date therefor) or (iii) reduce the aforesaid percentage of Securities, the consent of the holders of which is required for any such supplemental indenture, or the percentage required for the consent of the holders pursuant to Section 6.01 to waive defaults, without the consent of the holder of each Security so affected. Upon the request of the Corporation, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Corporation authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution and delivery by the Corporation and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice of such supplemental indenture (i) to the holders of then outstanding Registered Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such holders at their addresses as they shall appear on the Security Register, (ii) if any Unregistered Securities of a series affected thereby are then outstanding, to the holders thereof who have filed their names and addresses with the Trustee as described in Section 5.04, by mailing a notice thereof by first-class mail to such holders at such addresses as were so furnished to the Trustee and (iii) if any Unregistered Securities of a series affected thereby are then outstanding, to all holders thereof, if by publication of a notice thereof at least once in an Authorized Newspaper in London (and, if required by Section 4.04, at least once in an Authorized Newspaper in Luxembourg), and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Corporation to mail or publish such notice, or any defect therein, shall not, however in any way impair or affect the validity of any such supplemental indenture. Section 10.03 . Compliance with Trust Indenture Act; Effect of Supplemental Indentures. Any supplemental indenture executed pursuant to the provisions of this Article Ten shall comply with the Trust Indenture Act. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Ten, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Corporation and the holders of Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. The Trustee, subject to the provisions of Sections 7.01 and 7.02, will be provided with an Opinion of Counsel as conclusive evidence that any such supplemental indenture complies with the provisions of this Article Ten. Section 10.04 . Notation on Securities. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provision of this Article Ten may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. New Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Corporation, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Corporation, authenticated by the Trustee and delivered, without charge to the Securityholders, in exchange for the Securities of such series then outstanding. ARTICLE 11 CONSOLIDATION MERGER, SALE OR CONVEYANCE Section 11.01 . Corporation May Consolidate, Etc., on Certain Terms. The Corporation covenants that it will not merge or consolidate with any other corporation or sell or convey all or substantially all of its assets to any person, firm or corporation, unless (a) either the Corporation shall be the continuing corporation, or the successor corporation (if other than the Corporation) shall be a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation shall expressly assume the due and punctual payment of the principal of (and premium, if any), interest, if any, and Additional Amounts, if any, on all the Securities and any Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Corporation by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (b) the Corporation or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. Section 11.02 . Successor Corporation Substituted. In case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Corporation, with the same effect as if it had been named herein as the party of the first part. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of General Motors Corporation, any or all of the Securities, and any Coupons appertaining thereto, issuable hereunder which theretofore shall not have been signed by the Corporation and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Corporation, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities or Coupons which previously shall have been signed and delivered by the officers of the Corporation to the Trustee for authentication, and any Securities or Coupons which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities, and any Coupons appertaining thereto, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities or Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities, and any Coupons appertaining thereto, had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate. Section 11.03 . Opinion of Counsel to Be Given Trustee. The Trustee, subject to the provisions of Sections 7.01 and 7.02, will be provided with an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Article Eleven. ARTICLE 12 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS Section 12.01 . Discharge of Indenture. If at any time (a) the Corporation shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06) or (b) all such Securities of such series and any Coupons appertaining to such Securities not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Corporation shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Corporation in accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and all Coupons appertaining to such Securities not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any), interest, if any, and Additional Amounts, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Corporation shall also pay or cause to be paid all other sums payable hereunder by the Corporation with respect to such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series or any Coupons appertaining to such Securities, and the Trustee, on demand of and at the cost and expense of the Corporation and subject to Section 15.04, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities of such series and all Coupons appertaining to such Securities. The Corporation agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Securities of such series or any Coupons appertaining to such Securities. Section 12.02 . Satisfaction, Discharge and Defeasance of Securities of Any Series. If pursuant to Section 2.01 provision is made for the defeasance of Securities of a series, then the provisions of this Section 12.02 shall be applicable except as otherwise specified as contemplated by Section 12.04 for Securities of such series. At the Corporation's option, either (a) the Corporation shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any such series and the Trustee, at the expense of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness or (b) the Corporation shall cease to be under any obligation to comply with any term, provision, condition or covenant specified as contemplated by Section 2.01, when (i) either (A) with respect to all outstanding Securities of such series, (1) the Corporation has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount (in such currency in which such outstanding Securities and any related Coupons are then specified as payable at stated maturity) sufficient to pay and discharge the entire indebtedness of all outstanding Securities of such series for principal (and premium, if any), interest, if any, and Additional Amounts, if any, to the stated maturity or any redemption date as contemplated by the last paragraph of this Section 12.02, as the case may be; or (2) the Corporation has deposited or caused to be deposited with the Trustee as obligations in trust for the purpose such amount of direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is fully guaranteed by, the United States of America, or to the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged, maturing as to principal and interest in such amounts and at such times as will, together with the income to accrue thereon (but without reinvesting any proceeds thereof), be sufficient to pay and discharge the entire indebtedness on all outstanding Securities of such series for principal (and premium, if any), interest, if any, and Additional Amounts, if any, to the stated maturity or any redemption date as contemplated by the last paragraph of this Section 12.02, as the case may be; or (B) the Corporation has properly fulfilled such other terms and conditions to the satisfaction and discharge as is specified, as contemplated by Section 2.01, as applicable to the Securities of such series, and (ii) the Corporation has paid or caused to be paid all other sums payable with respect to the outstanding Securities of such series, and (iii) The Corporation has delivered to the Trustee an Opinion of Counsel stating that the holders of the outstanding Securities and any related Coupons will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; provided that in the case of a defeasance in Section 11.02(a) above, such opinion must be based either on a ruling received from or published by the Internal Revenue Service, or a change in applicable Federal Tax law occurring after the date of this Indenture, and (iv) the Corporation has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all outstanding Securities of any such series have been complied with, and (v) No event or condition shall exist that, pursuant to the provisions of Article Thirteen, would prevent the Corporation from making payments of the principal of (and any premium) or interest on the Securities of such series on the date of such deposit or at any time on or prior to the ninetieth day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until such ninetieth day shall have ended), and (vi) The Corporation has delivered to the Trustee an Opinion of Counsel substantially to the effect that (x) the trust funds deposited pursuant to this Section will not be subject to any rights of holders of Senior Indebtedness, including those arising under Article Thirteen, and (y) after the ninetieth day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, except that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Corporation, no opinion is given as to the effect of such laws on the trust funds except the following: (A) assuming such trust funds remained in the possession of the trustee with whom such funds were deposited prior to such court ruling to the extent not paid to holders of such Securities, such trustee would hold, for the benefit of such holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise, (B) such holders would be entitled to receive adequate protection of their interests in such trust funds if such trust funds were used and (C) no property, rights in property or other interests granted to such trustee (or the Trustee) or such holders in exchange for or with respect to any such funds would be subject to any prior rights of holders of Senior Indebtedness, including those arising under Article Thirteen. Any deposits with the Trustee referred to in Section 12.02(b)(i)(A) above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any outstanding Securities of such series are to be redeemed prior to their stated maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement or otherwise, the applicable escrow trust agreement shall provide therefor and the Corporation shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Corporation. Section 12.03 . Deposited Moneys to Be Held in Trust by Trustee. All moneys deposited with the Trustee pursuant to Section 12.01 or 12.02 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Corporation acting as its own paying agent), to the holders of the particular Securities and of any Coupons appertaining to such Securities for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal (and premium, if any), interest, if any, and Additional Amounts, if any. Moneys so held in trust shall not be subject to the provisions of Article Thirteen, provided that the applicable conditions of Section 12.02 have been satisfied. All moneys deposited with the Trustee pursuant to Section 12.01 (and held by it or any paying agent) for the payment of Securities subsequently converted shall be returned to the Corporation upon Corporation Request. The Trustee is not responsible to anyone for interest on any deposited funds except as agreed in writing. Section 12.04 . Paying Agent to Repay Moneys Held. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series all moneys with respect to such Securities then held by any paying agent under the provisions of this Indenture shall, upon demand of the Corporation, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys. Section 12.05 . Return of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the principal of (and premium, if any), interest, if any, and Additional Amounts, if any, on any Security and not applied but remaining unclaimed for two years after the date upon which such principal (and premium, if any), interest, if any, and Additional Amounts, if any, shall have become due and payable, shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Corporation by the Trustee or such paying agent on demand, and the holder of such Security or any Coupon appertaining to such Security shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, thereafter look only to the Corporation for any payment which such holder may be entitled to collect and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment with respect to moneys deposited with it for any payment in respect of Unregistered Securities of any series, may at the expense of the Corporation cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York and once in an Authorized Newspaper in London (and, if required by Section 4.04, once in an Authorized Newspaper in Luxembourg), notice that such moneys remain and that, after a date specified therein, which shall not be less than thirty days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Corporation. ARTICLE 13 SUBORDINATION OF SECURITIES Section 13.01 . Agreement To Subordinate. The Corporation covenants and agrees, and each holder of Securities issued hereunder by his acceptance thereof likewise covenants and agrees, that all Securities issued hereunder shall be issued subject to the provisions of this Article; and each person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The provisions of this Article are made for the benefit of the holders of Senior Indebtedness, and such holders shall, at any time, be entitled to enforce such provisions against the Corporation or any holders. All Securities issued hereunder shall, to the extent and in the manner hereinafter in this Article set forth, be subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness. Section 13.02 . No Payment On Securities If Senior Indebtedness In Default. No payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of the Securities) on account of principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities or on account of the purchase or other acquisition of Securities shall be made unless full payment of amounts then due for principal of (and premium, if any), interest and any Additional Amounts, if any, on all Senior Indebtedness has been made or duly provided for. No payment (including the making of any deposit in trust with the Trustee in accordance with Section 12.01) on account of principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities shall be made if, at the time of such payment or immediately after giving effect thereto, (i) there shall exist a default in the payment of principal of (and premium, if any), interest and any Additional Amounts, if any, with respect to any Senior Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal of (and premium, if any), interest and any Additional Amounts, if any,) with respect to any Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof, and such event of default shall not have been cured or waived or shall not have ceased to exist. The foregoing provision shall not prevent the Trustee from making payments on the Securities from moneys or Securities deposited with the Trustee pursuant to the terms of Section 12.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in clause (i) or (ii) of this Section did not exist. In the event that, notwithstanding the foregoing, the Corporation shall make any payment to the Trustee or the holder of any Security prohibited by the provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such holder, then and in such event such payment shall be paid over and delivered forthwith to the Corporation. Section 13.03 . Priority Of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization under Title 11 of the United States Code or any other similar applicable Federal or state law, or other similar proceedings in connection therewith, relative to the Corporation or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary or involuntary liquidation, dissolution or other winding-up of the Corporation or assignment for the benefit of creditors or any other marshalling of assets of the Corporation, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all principal of (and premium, if any), interest and any Additional Amounts, if any, on all Senior Indebtedness including interest on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the holders of the Securities are entitled to receive any payment on account of the principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities (except that holders of Securities shall be entitled to receive such payments from moneys or securities deposited with the Trustee pursuant to the terms of Section 12.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in clause (i) or (ii) of Section 13.02 did not exist), and any payment or distribution of any kind or character which may be payable or deliverable in any such proceedings in respect of the Securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of the Securities but excluding any such payment or distribution of securities which are subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. In the event that any payment or distribution of cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of the Securities, shall be received by the Trustee or the holders of the Securities in contravention of this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, or to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of the Corporation for application to the payment of all Senior Indebtedness remaining unpaid, as their respective interests may appear, to the extent necessary to pay in full all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the holder of any Security receives for purposes of this Section. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Corporation as reorganized or readjusted, or securities of the Corporation or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Corporation with, or the merger of the Corporation into, or the conveyance, transfer or lease by the Corporation of its properties and assets substantially as an entirety to, another person upon the terms and conditions set forth in Article Eleven, or the liquidation or dissolution of the Corporation following any such conveyance or transfer, shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Corporation for the purposes of this Section if the person formed by such consolidation or into which the Corporation is merged or the person which acquires by conveyance, transfer or lease of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eleven. In the event that any Security is declared due and payable before its stated maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of (and premium, if any), interest and any Additional Amounts, if any, on all Senior Indebtedness or provisions shall be made for such payment in cash before the holders of the Securities of such series are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of the Securities) on account of the principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities of such series or on account of the purchase or other acquisition of Securities except that holders of Securities of such series shall be entitled to receive payments from moneys or securities deposited with the Trustee pursuant to the terms of Section 12.01, if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. In the event that, notwithstanding the foregoing, the Corporation shall make any payment to the Trustee or the holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such holder, then and in such event such payment shall be paid over and delivered forthwith to the Corporation. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. Section 13.04 . Payment Permitted In Certain Situations. Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Corporation, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Corporation referred to in Section 13.03 or under the other conditions described in Section 13.02 or 13.03, from making payments at any time of or on account of the principal of (and premium, if any), interest or any Additional Amounts, if any, on the Securities or on account of the purchase or other acquisition of the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any), interest or any Additional Amounts, if any, on the Securities or the retention of such payment by the holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article. Section 13.05 . Corporation To Give Notice Of Certain Events; Reliance By Trustee. The Corporation shall give prompt written notice to the Trustee of any insolvency or bankruptcy proceedings, any receivership, liquidation, reorganization under Title 11 of the United States Code or any other similar applicable Federal or state law, or similar proceedings and any proceedings for voluntary liquidation, dissolution or winding up of the Corporation within the meaning of this Article. The Trustee shall be entitled to assume that no such event has occurred unless the Corporation or any one or more holders of Senior Indebtedness or any trustee therefor has given such notice together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or the authority of such trustee. Upon any payment or distribution of assets of the Corporation referred to in this Article, the Trustee, in the absence of its own negligence, bad faith or willful misconduct, and any holder of a Security shall be entitled to rely conclusively upon a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of Securities, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Corporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, as to the extent to which such person is entitled to participate in such payment or distribution and as to other facts pertinent to the rights of such person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such covenants and obligations as are specifically set forth in this Indenture and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee does not have any fiduciary duties to holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith pay over or distribute to holders of Securities or the Corporation or any other person, moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. Section 13.06 . Subrogation Of Securities. Subject to the payment in full of all Senior Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of indebtedness of the Corporation which by its express terms is subordinated to indebtedness of the Corporation to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Corporation made on the Senior Indebtedness until the principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness of any cash, property or securities to which the holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payment pursuant to the provisions of this Article to the holders of Senior Indebtedness by holders of the Securities, or by the Trustee, shall, as between the Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of Securities, be deemed to be a payment or distribution by the Corporation to or on account of Senior Indebtedness, and no payments or distributions to the Trustee or the holders of the Securities of cash, property or securities payable or distributable to the holders of the Senior Indebtedness to which the Trustee or the holders of the Securities shall become entitled pursuant to the provisions of this Section, shall, as between the Corporation, its creditors other than the holders of Senior Indebtedness, and the holders of the Securities, be deemed to be a payment by the Corporation to the holders of or on account of the Securities. Section 13.07 . Corporation Obligation To Pay Unconditional. The provisions of this Article are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness on the one hand, and the holders of the Securities on the other hand, and nothing herein or elsewhere in this Indenture or in the Securities shall (i) impair, as between the Corporation, its creditors, other than holders of Senior Indebtedness, and the holders of the Securities, the obligation of the Corporation, which is unconditional and absolute (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Corporation), to pay to the holders thereof the principal thereof (and premium, if any), interest and any Additional Amounts, if any, thereon in accordance with the terms of the Securities and this Indenture; or (ii) affect the relative rights against the Corporation of the holders of the Securities and creditors of the Corporation other than the holders of the Senior Indebtedness; or (iii) prevent the holders of the Securities or the Trustee from exercising all remedies otherwise permitted by applicable law or under the Securities and this Indenture upon default under the Securities and this Indenture, subject to the rights of holders of Senior Indebtedness under the provisions of this Article to receive cash, property or securities otherwise payable or deliverable to the holders of the Securities. Section 13.08 . Authorization Of Holders Of Securities To Trustee To Effect Subordination. Each holder of Securities by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes. Section 13.09 . No Waiver Of Subordination Provisions. No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Corporation or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Corporation with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the holders of the Securities, without incurring responsibility to the holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) release any person liable in any manner for the collection of Senior Indebtedness; and (iii) exercise or refrain from exercising any rights against the Corporation and any other person. Section 13.10 . Notice To Trustee Of Facts Prohibiting Payments. Notwithstanding any of the provisions of this Article or any other provision of this Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee, unless and until the Trustee shall have received written notice thereof from the Corporation or from one or more holders of Senior Indebtedness or from any trustee therefor, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or the authority of such trustee, and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects to assume that no such facts exist; provided, that, if prior to the second business day preceding the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal of or premium, if any, or interest on any Security), the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such day, and provided, further, that nothing contained herein shall prevent conversions of the Securities in accordance with the provisions of this Indenture. Section 13.11 . Trustee May Hold Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Section 13.12 . All Indenture Provisions Subject To This Article. Notwithstanding anything herein contained to the contrary, all the provisions of this Indenture shall be subject to the provisions of this Article, so far as the same may be applicable thereto. Section 13.13 . Article Applicable To Paying Agents. In case at any time any paying agent other than the Trustee shall have been appointed by the Corporation and be then acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee. ARTICLE 14 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, Section 14.01 . Indenture and Securities Solely Corporate Obligations. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any past, present or future incorporator, stockholder, officer or director, as such, of the Corporation or of any successor corporation, either directly or through the Corporation or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the holders thereof and as part of the consideration for the issue of the Securities and Coupons. ARTICLE 15 MISCELLANEOUS PROVISIONS Section 15.01 . Benefits of Indenture Restricted to Parties and Securityholders. Nothing in this Indenture or in the Securities or Coupons, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors, the holders of any Senior Indebtedness and the holders of the Securities or Coupons, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors, the holders of any Senior Indebtedness and of the holders of the Securities or Coupons. Section 15.02 . Provisions Binding on Corporation's Successors. All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Corporation shall bind its successors and assigns, whether so expressed or not. Section 15.03 . Addresses for Notices, Etc. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities to or on the Corporation may be given or served by being deposited postage prepaid first class mail in a post office letter box addressed (until another address is filed by the Corporation with the Trustee), as follows: General Motors Corporation, 767 Fifth Avenue, New York, New York 10153. Any notice, direction, request or demand by any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at its Corporate Trust Office, which is at the date of this Indenture, is 111 Wall Street, New York, New York 10005, Attention: Citibank Agency & Trust. Section 15.04 . Evidence of Compliance with Conditions Precedent. Upon any application or demand by the Corporation to the Trustee to take any action under any of the provisions of this Indenture, the Corporation shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. Section 15.05 . Legal Holidays. In any case where the date of maturity of any interest, premium or Additional Amounts on or principal of the Securities, the date fixed for redemption of any Securities or any date on which a holder has the right to convert his Security shall not be a Business Day in a city where payment thereof is to be made, then payment of any interest, premium or Additional Amounts on, or principal of such Securities need not be made on such date in such city but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. Section 15.06 . Trust Indenture Act to Control. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act (an "incorporated provision"), such incorporated provision shall control. Section 15.07 . Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 15.08 . New York Contract. This Indenture and each Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law and except as may otherwise be required by mandatory provisions of law. Any claims or proceedings in respect of this Indenture shall be heard in a federal or state court located in the State of New York. Section 15.09 . Judgment Currency. The Corporation agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purposes of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any series (the "Required Currency") into a currency in which a judgment will be rendered (the "Judgment Currency"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the date on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close. Section 15.10 . Severability of Provisions. Any prohibition, invalidity or unenforceability of any provision of this Indenture in any jurisdiction shall not invalidate or render unenforceable the remaining provisions hereto in such jurisdiction and shall not invalidate or render unenforceable such provisions in any other jurisdiction. Section 15.11 . Corporation Released from Indenture Requirements under Certain Circumstances. Except with respect to Section 8.06 hereof, whenever in this Indenture the Corporation shall be required to do or not to do anything so long as any of the Securities of any series shall be Outstanding, the Corporation shall, notwithstanding any such provision, not be required to comply with such provisions if it shall be entitled to have this Indenture satisfied and discharged pursuant to the provisions hereof, even though in either case the holders of any of the Securities of that series shall have failed to present and surrender them for payment pursuant to the terms of this Indenture. Citibank, N.A., the party of the second part, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. IN WITNESS WHEREOF, GENERAL MOTORS CORPORATION, the party of the first part, has caused this Indenture to be signed and acknowledged by its Chairman of the Board or one of its Vice Chairmen of the Board or its President or one of its Executive Vice Presidents or one of its Senior Vice Presidents or one of its Vice Presidents or its Treasurer, and its Corporate seal to be affixed hereunto, and the same to be attested by its Secretary or an Assistant Secretary; and CITIBANK, N.A., the party of the second part, has caused this Indenture to be signed, and its corporate seal to be affixed hereunto, and the same to be attested by its duly authorized officers, all as of the day and year first above written. [Corporate Seal] GENERAL MOTORS CORPORATION Attest: By: __________________________ [Corporate Seal] CITIBANK, N.A. Attest: By: __________________________ [Corporate Seal] GENERAL MOTORS CORPORATION Attest: By: __________________________ [Corporate Seal] CITIBANK, N.A. Attest: By: __________________________ STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the ____day of December __, 2001 before me personally came __________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at __________________________________________________________, that he/she is the _______________________ of General Motors Corporation, one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said Corporation; that the seal affixed to said instrument is such Corporate seal; that it was so affixed by authority of the Board of Directors of said Corporation, and that he/she signed his/her name thereto by like authority. [SEAL] Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the ___ day of December __, 2001 before me personally came ______________, to me known, who, being by me duly sworn, did depose and say that he/she resides at __________________________________________________________, that he/she is a _____________________ of Citibank, N.A., one of the corporations described in and which executed the foregoing instrument; that he/she knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he/she signed his/her name thereto by like authority. [SEAL] Notary Public EX-4 5 universalexhibit4e.txt 4(E) GLOBAL (SUBORDINATED) NOTE OF GM EXHIBIT 4(e) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. GENERAL MOTORS CORPORATION ___% NOTE DUE (MONTH/DAY), 20__ CUSIP ______ GENERAL MOTORS CORPORATION, a Delaware corporation (hereinafter called the "Corporation"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ______________ DOLLARS ($_____________) at the office or agency of the Corporation for such purpose in the Borough of Manhattan, The City of New York, on (month/day), 20__, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum at the rate of % per annum at the office or agency of the Corporation in the Borough of Manhattan, The City of New York, in like coin or currency from the (last) fifteenth day of (month) or (month) as the case may be, to which interest on the Notes has been paid preceding the date hereof (unless the date hereof is a (month/day) or (month/day) to which interest has been paid, in which case from the date hereof, or unless no interest has been paid on the Notes since the original issuance of this Note, in which case from (date of issue)), semi-annually on (month/day) and (month/day), until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if the date hereof is after (month/day) or (month/day) as the case may be, and before the following (month/day) or (month/day), this Note shall bear interest from such (month/day) or (month/day); provided, however, that if the Corporation shall default in the payment of interest due on such (month/day) or (month/day), then this Note shall bear interest from the next preceding (month/day) or (month/day) to which interest has been paid or, if no interest has been paid on the Notes since the original issuance of the Notes, from (date of issue). The interest so payable on any (month/day) or (month/day) will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Note is registered at the close of business on the last (fifteenth) day of the calendar month preceding such (month/day) or (month/day). At the option of the Corporation, interest may be paid by check to the registered holder hereof entitled thereto at his last address as it appears on the registry books, and principal may be paid by check to the registered holder hereof or other person entitled thereto against surrender of this Note. This Global Note is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Corporation (hereinafter called the "Securities") of the series hereinafter specified, all issued or to be issued under and pursuant to a Subordinated Indenture dated as of December __, 2001 (hereinafter called the "Indenture"), duly executed and delivered by the Corporation to Citibank, N.A., Trustee (hereinafter called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Corporation and the holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), and may otherwise vary as in the Indenture provided. This Note is one of (number) Global Notes which together represent all of the Corporation's ___% Notes Due (due date) limited in aggregate principal amount to $_________. The terms of this series are set forth in a resolution of the borrowings committee of the Board of Directors of the Corporation dated (date of minutes) (hereinafter called the "Resolution"). In case an Event of Default, as defined in the Indenture, with respect to the ___% Notes Due (due date) shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Corporation and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding (as defined in the Indenture) of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indentures or modifying in any manner the rights of the holders of the Securities of each such series; provided, that no such supplemental indenture shall (i) extend the final maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of any interest thereon, or impair or affect the rights of any holder to institute suit for the payment thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, without the consent of the holder of each Security affected. Any such consent or waiver by the holder this Global Note shall be conclusive and binding upon such holder and upon all future holders of this Global Note and of any Global Note issued upon the registration of transfer hereof or in lieu hereof, whether or not notation for such consent or waiver is made upon this Global Note. The indebtedness evidenced by this Note is, to the extent and in the manner provided in the Indenture, expressly subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, as defined in the Indenture, whether outstanding at the date of the Indenture or thereafter incurred, and this Note is issued subject to the provisions of the Indenture with respect to such subordination. Each holder of this Note, by accepting the same, agrees to and shall be bound by such provisions and authorizes and directs the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee his attorney-in-fact for such purpose. Each holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions. No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and interest on this Global Note at the place, at the respective times, at the rate, and in the coin or currency, herein prescribed. (This Note may not be redeemed prior to (redemption date). On and after (date) this Note is subject to redemption upon not less than 30 nor more than 90 days notice by nail, at any time, as a whole or in part, at the election of the Corporation, at a redemption price equal to 100% of the principal amount, together with accrued interest thereon to the redemption date.) Upon due presentment for registration of transfer of this Global Note at the office or agency designated and maintained by the Corporation for such purpose in the Borough of Manhattan, The City of New York, pursuant to the provisions of the Indenture, a new Global Note for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. The Corporation, the Trustee and any authorized agent of the Corporation or the Trustee may deem and treat the Holder in whose name this Global Note is registered as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and subject to the provisions contained herein, interest hereon, and for all other purposes, and neither the Corporation nor the Trustee nor any authorized agent of the Corporation or the Trustee shall be affected by any notice to the contrary. No recourse under or upon any obligation, covenant or agreement of the Corporation in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, of the Corporation or of any successor corporation, either directly or through the Corporation or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof. The Corporation may at any time and in its sole discretion determine not to have the Notes represented by Global Notes and, in such event, the Corporation will issue Notes in definitive form in exchange for the Global Notes. In such event, an owner of a beneficial interest in the Global Notes will be entitled to have Notes equal in aggregate principal amount to such beneficial interests registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued as registered Notes without coupons in denominations of $1,000 and any multiple of $1,000. At the option of the Corporation and upon satisfaction of certain conditions specified in the Indenture and the Resolution, either (a) the Corporation shall be deemed to have paid and discharged the entire indebtedness on the Notes or (b) the Corporation need not comply with certain covenants contained in the Indenture and the Resolution, in each case upon the deposit by the Corporation with the Trustee in trust for the holders of the Notes of an amount of funds or obligations issued or guaranteed by the United States of America sufficient to pay and discharge upon the stated maturity thereof the entire indebtedness evidenced by the Notes, all as provided in the Indenture and the Resolution. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture. WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS. General Motors Corporation Dated: By: __________________________ Title: (SEAL) By: __________________________ Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the securities of the series designated therein referred to in the within-mentioned Indenture. CITIBANK, N.A., as Trustee, By: __________________________ Authorized Signatory FOR VALUE RECEIVED the Undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - ------------------------------------------------------------------ - ------------------------------------------------------------------- the within Global Note of GENERAL MOTORS CORPORATION and hereby irrevocably constitutes and appoints ,attorney, - ------------------------------------------------------ to transfer said Global Note on the books of the within-named Corporation, with full power of substitution in the premises. Dated: SIGN HERE --------------------------------- NOTICE: The signature of this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement or any change whatever. SIGNATURE GUARANTEED EX-4 6 universalexhibit4j.txt 4(J) STOCK WARRANT AGREEMENT Exhibit 4(j) ================================================================================ GENERAL MOTORS CORPORATION AND [ ], AS WARRANT AGENT STOCK WARRANT AGREEMENT DATED AS OF ___________, 20__ ================================================================================ This Agreement dated as of ___________, 20__, between GENERAL MOTORS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the "Corporation"), and ___________, a _______ duly organized and existing under the laws of the State of ____________, as Warrant Agent (the "Warrant Agent"). WITNESSETH WHEREAS, the Corporation proposes to issue warrant certificates evidencing one or more stock warrants (the "Stock Warrants" or, individually a "Stock Warrant") representing the right to purchase shares of the Corporation's [common stock, par value $1-2/3 per share ("Common Stock")] [preference stock, $0.10 par value per share ("Preference Stock")] [preferred stock, without par value ("Preferred Stock")] such shares which may be purchased upon the exercise of Stock Warrants at any time being hereinafter referred to as the "Shares" and such stock warrant certificates and other stock warrant certificates issued pursuant to this Agreement being herein called the "Stock Warrant Certificates"; and WHEREAS, the Corporation desires the Warrant Agent to act on behalf of the Corporation in connection with the issuance, exchange, transfer, exercise and replacement of the Stock Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the Stock Warrant Certificates and the terms and conditions on which they may be issued, exchanged, transferred, exercised and replaced; NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE 1 ISSUANCE OF STOCK WARRANTS AND EXECUTION AND DELIVERY OF STOCK WARRANT CERTIFICATES SECTION 1.01 . Issuance of Stock Warrants. Stock Warrants shall be designated as set forth in the Stock Warrant Certificate therefor. Each Stock Warrant Certificate shall evidence one or more Stock Warrants. Each Stock Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Share. SECTION 1.02 . Execution and Delivery of Stock Warrant Certificates. Each Stock Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in Exhibit A hereto, shall be dated as of the date of issuance thereof and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Corporation executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Stock Warrant Certificates may be listed. The Stock Warrant Certificates shall be signed on behalf of the Corporation by its Chairman of the Board or its President or any Vice Chairman of the Board or any Executive Vice President or any Vice President or by its Treasurer or an Assistant Treasurer and under its corporate seal attested by its Secretary or Assistant Secretary. Such signatures may be manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Stock Warrant Certificates. The seal of the Corporation may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Stock Warrant Certificates. No Stock Warrant Certificate shall be valid or may be exercised until it has been countersigned by the manual signature of the Warrant Agent. Such signature of the Warrant Agent upon any Stock Warrant Certificate executed by the Corporation shall be conclusive evidence that the Stock Warrant Certificate so countersigned has been duly delivered hereunder. In case at any time the name of the Warrant Agent shall be changed (including by operation of Section 10.03(e)) and at such time any of the Stock Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name; and in case at that time any of the Stock Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Stock Warrant Certificates either in its prior name or in its changed name and in all such cases such Stock Warrant Certificates shall have full force provided in the Stock Warrant Certificates and in this Agreement. If any authorized officer of the Corporation who shall have signed any of the Stock Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Stock Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Stock Warrant Certificates nevertheless may be countersigned and delivered as though the person who signed such Stock Warrant Certificates had not ceased to be such officer of the Corporation; and any Stock Warrant Certificate may be signed on behalf of the Corporation by such persons as, at the actual date of the execution of such Stock Warrant Certificate, shall be the proper officers of the Corporation, although at the date of the execution of this Agreement any such person was not such officer Section 1.03 . Issuance Of Stock Warrant Certificates. Stock Warrant Certificates relating to Stock Warrants to purchase Shares (except as provided in Section 3.02) may be executed by the Corporation and delivered to the Warrant Agent upon the execution of this Stock Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Stock Warrant Certificates duly executed on behalf of the Corporation, countersign Stock Warrant Certificates evidencing Stock Warrants representing the right to purchase Shares and shall deliver such Stock Warrant Certificates to or upon the order of the Corporation. Subsequent to such original issuance of the Stock Warrant Certificates, the Warrant Agent shall countersign a Stock Warrant Certificate only if the Stock Warrant Certificate is issued upon registration of transfer or in exchange or substitution for one or more previously countersigned Stock Warrant Certificate, as hereinafter provided. Pending the preparation of definitive Stock Warrant Certificates, the Corporation may execute and the Warrant Agent shall countersign and deliver temporary Stock Warrant Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case, in form satisfactory to the Warrant Agent). Temporary Stock Warrant Certificates shall be issuable substantially in the form of the definitive Stock Warrant Certificates but with such omissions, insertions and variations as may be appropriate for temporary Stock Warrant Certificates, all as may be determined by the Corporation with the concurrence of the Warrant Agent. Temporary Stock Warrant Certificates may contain such reference to any provision of this Stock Warrant Agreement as may be appropriate. Every temporary Warrant Certificate shall be executed by the Corporation and shall be countersigned by the Warrant Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Stock Warrant Certificates. Without unreasonable delay, the Corporation shall execute and shall furnish definitive Stock Warrant Certificates and thereupon temporary Stock Warrant Certificates may be surrendered in exchange therefor without charge pursuant to Section 1.04, and the Warrant Agent shall countersign and deliver in exchange for such temporary Stock Warrant Certificates such definitive Stock Warrant Certificates representing in the aggregate a like number of Stock Warrants as will entitle the holder to receive (upon exercise of such definitive Stock Warrant Certificates) Shares in a number equal to that which such holder would have been entitled upon exercise of the temporary Stock Warrant Certificates so surrendered. Until so exchanged, the temporary Stock Warrant Certificates shall be entitled to the same benefits under this Stock Warrant Agreement as definitive Stock Warrant Certificates. Section 1.04 . Registration of Transfer and Exchange. The Corporation shall keep at the office of the Warrant Agent specified in Section 2.03 a register or registers in which, subject to such reasonable regulations as it may prescribe, it shall register, and shall register the transfer of, Stock Warrant Certificates as provided in this Section. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. Upon due presentation for registration of transfer of any Stock Warrant Certificates at the office of the Warrant Agent specified in Section 2.03, the Corporation shall execute and the Warrant Agent shall countersign and deliver in the name of the transferee or transferees a new Stock Warrant Certificate or Stock Warrant Certificates of the same tenor and for a like number of Stock Warrants. Any Stock Warrant Certificates may be exchanged for Stock Warrant Certificates representing a like number of Stock Warrants. A Stock Warrant Certificate or Stock Warrant Certificates to be exchanged shall be surrendered at the office of the Warrant Agent specified in Section 2.03, and the Corporation shall execute and the Warrant Agent shall countersign and deliver in exchange therefor the Stock Warrant Certificate or Stock Warrant Certificates which the holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. The Corporation, the Warrant Agent and any other person may deem and treat the registered holder thereof as the absolute owner of any Stock Warrant Certificate (notwithstanding any notation of ownership or other writing thereon), for the purpose of the exercise thereof and for all other purposes, and neither the Corporation nor the Warrant Agent nor any other person shall be affected by any notice to the contrary. All Stock Warrant Certificates presented for registration of transfer or exchange, or on exercise, shall (if so required by the Corporation or the Warrant Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Corporation and the Warrant Agent duly executed by, the holder or his attorney duly authorized in writing. The corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Stock Warrant Certificates. No service charge shall be made for any such transaction. All Stock Warrant Certificates issued upon any registration of transfer or exchange of Stock Warrant Certificates shall be valid obligations of the Corporation, evidencing the same rights, and entitled to the same benefits under this Stock Warrant Agreement, as the Stock Warrant Certificates surrendered upon such registration of transfer or exchange. Section 1.05 . Definition of Holder. The terms "holder" or "Warrant holder" or other similar term means the registered holder of any Stock Warrant. ARTICLE 2 STOCK WARRANT EXERCISE PRICE, DURATION AND EXERCISE OF STOCK WARRANT Section 2.01 . Stock Warrant Exercise Price. Each Stock Warrant entitles the holder of the Stock Warrant Certificates therefor to purchase from the Corporation one fully paid and nonassessable Share at an initial exercise price (the "Exercise Price") of $___, payable as hereinafter provided. Section 2.02 . Duration of Stock Warrants. The Stock Warrants expire (i) at 5:00 p.m. (New York City time), on _________, 20__ or (ii) such earlier date as provided in the Stock Warrants (such date of expiration being herein referred to as the "Expiration Date"). Each Stock Warrant may be exercised on any business day prior to the Expiration Date. Each Stock Warrant not exercised at or before 5:00 p.m. (New York City time) on the Expiration Date shall become void, and all rights of the holder under the Stock Warrant Certificate evidencing such Warrant and under this Agreement shall thereupon cease. Section 2.03 . Exercise of Stock Warrants. (a) During the period specified in Section 2.02, any whole number of Stock Warrants, if the Stock Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be exercised by providing certain information set forth on the reverse side of the Stock Warrant Certificate and by paying in full, in lawful money of the United States of America by certified check or by bank wire transfer in immediately available funds, the Exercise Price for each Stock Warrant exercised, to the Warrant Agent at its principal corporate trust office, at _______________; provided that such exercise is subject to receipt by the Warrant Agent of the Stock Warrant Certificate with the form of election to purchase Securities set forth on the reverse side of the Stock Warrant Certificate properly completed and duly executed. The date on which payment in full of the Exercise Price is received by the Warrant Agent shall, subject to receipt of the Stock Warrant Certificate as aforesaid, be deemed to be the date on which the Stock Warrant is exercised. The Warrant Agent shall immediately deposit all funds received by it in payment of the Exercise Price in the account of the Corporation maintained with it for such purpose and shall advise the Corporation immediately by telephone of the receipt and amount of such funds for the exercise of Stock Warrants. The Warrant Agent shall promptly confirm such telephonic advice to the Corporation in writing. Pursuant to Section 8.02, no fractional Shares will be issued upon surrender of Stock Warrant Certificates. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Corporation of the number of Stock Warrants exercised in accordance with the terms and conditions of this Agreement and the Stock Warrant Certificates, the instructions of each holder of the Stock Warrant Certificates evidencing such Stock Warrants with respect to delivery of the Securities to which such holder is entitled upon such exercise and delivery of Stock Warrant Certificates evidencing the balance, if any, of the Stock Warrants remaining after such exercise, and such other information as the Corporation or the Trustee shall reasonably request. (c) As soon as practicable after the exercise of any Stock Warrant or Stock Warrants, the Corporation shall issue and deliver to or upon the order of the holder of the Stock Warrant Certificate evidencing such Stock Warrant or Stock Warrants, the Shares, fully paid and nonassessable, to which such holder is entitled, in such name or names as may be directed by such holder, and, if fewer than all the Stock Warrants evidenced by such Stock Warrant Certificate were exercised, a new Stock Warrant Certificate for the number of Stock Warrants remaining unexercised, but in no event will any fractional Share be issued with regard to such Stock Warrant Certificate. No adjustments will be made for any cash dividends on Shares issuable upon the exercise of a Stock Warrant. Section 2.04 . Payment of Taxes. The Corporation will pay all stamp and other taxes, if any, to which, under the Laws of the United States of America, this Agreement or the original issuance of the Stock Warrant Certificates may be subject. The Corporation shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Securities; and if any such transfer is involved, the Corporation shall not be required to issue or deliver any Securities until such tax or other charge shall have been paid or it has been established to the Corporation's satisfaction that no such tax or other charge is due. ARTICLE 3 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF STOCK WARRANT CERTIFICATES Section 3.01 . No Rights as Holder of Securities Conferred by Stock Warrants or Stock Warrant Certificates. No Stock Warrant Certificate or Stock Warrant shall entitle the holder thereof to any of the rights of a holder of the Shares, including, without limitation, the right to receive dividends, if any, and interest on the Shares or to enforce any of the covenants of the Shares. Section 3.02 . Lost, Stolen, Destroyed or Mutilated Stock Warrant Certificates. Upon receipt by the Corporation and the Warrant Agent of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Stock Warrant Certificate and of indemnity reasonably satisfactory to them and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Corporation or the Warrant Agent that such Stock Warrant Certificate has been acquired by a bona fide purchaser, the Corporation shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Stock Warrant Certificate, a new Stock Warrant Certificate of the same tenor and for a like number of Stock Warrants. Upon the issuance of any new Stock Warrant of a sum sufficient to cover any tax or other governmental change that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Stock Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Stock Warrant Certificate shall constitute an additional contractual obligation of the Corporation, whether or not the lost, stolen or destroyed Stock Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Stock Warrant Certificates fully executed and delivered hereunder. The provisions of this Section are exclusive with respect to the replacement of lost, stolen, destroyed or mutilated Stock Warrant Certificates and shall preclude (to the extent permitted by law) any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of lost, stolen, destroyed or mutilated securities. Section 3.03 . Holder of Stock Warrant Certificate May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any holder of any Stock Warrant Certificate, without the consent of the Warrant Agent, the holder of any Security or the holder of any other Stock Warrant Certificate, may in and for his own behalf, enforce, and may institute and maintain any suit, action or proceeding against the Corporation to enforce, or otherwise in respect of its right to exercise the Stock Warrant or Stock Warrants evidenced by its Stock Warrant Certificate in the manner provided in his Stock Warrant Certificate and in this Agreement. ARTICLE 4 CANCELLATION Section 4.01 . Cancellation Of Stock Warrant Certificates. Any Stock Warrant Certificate surrendered for exchange or exercise of the Stock Warrants evidenced thereby shall, if surrendered to the Corporation, shall be delivered to the Warrant Agent and all Stock Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Stock Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall from tine to time destroy the cancelled Stock Warrant Certificates and furnish to the Corporation a certificate evidencing such destruction. ARTICLE 5 RESERVATION OF SHARES Section 1.01 . Reservation of Shares for Issuance Upon Exercise of Warrants. For the purpose of enabling it to satisfy any obligation to issue Shares upon the exercise of Stock Warrants, the Corporation shall at all times through 5:00 p.m. (New York City time) on the Expiration Date, reserve and keep available, free from preemptive rights and out of its aggregate authorized but unissued capital stock, the number of Shares deliverable upon the exercise of all outstanding Stock Warrants, and the respective transfer agents for such Shares are hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued Shares as may be required for such purpose. The Corporation shall deposit a copy of this Agreement with the transfer agent for the [Common Stock] [Preference Stock] [Preferred Stock]. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such transfer agents stock certificates issuable upon exercise of outstanding Stock Warrants, and the Corporation shall supply such transfer agents with duly executed stock certificates for such purpose. Before taking any action which would cause an adjustment pursuant to Article 6, reducing the Exercise Price below the then par value (if any) of the Shares issuable upon exercise of the Stock Warrants, the Corporation shall take any corporate action which may, in the opinion of its counsel (which may be counsel employed by the Corporation), be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable Shares at the Exercise Price as so adjusted. The Corporation covenants that all Shares issued upon exercise of the Stock Warrants will, upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable and free from all preemptive rights and taxes, liens, charges and security interests created by the Corporation with respect to the issuance and holding thereof. ARTICLE 6 ADJUSTMENT Section 6.01 . Adjustment of Exercise Price and Number of Shares Purchasable or Number of Stock Warrants. The Exercise Price, the number of Shares purchasable upon the exercise of each Stock Warrant and the number of Stock Warrants outstanding may be subject to adjustment from time to time as set forth in the Stock Warrants. ARTICLE 7 OPTIONAL REDUCTION OF EXERCISE PRICE Section 7.01 . Optional Reduction of Exercise Price. The Corporation may, at any time or from time to time, voluntarily reduce the then current Exercise Price by an amount for such period or periods of time as the Board of Directors of the Corporation may determine. In each such event, the Corporation shall prepare a certificate of an officer of the Corporation stating (i) the election of the Corporation to reduce the then current Exercise Price in accordance with this Article; (ii) the period in which such reduced Exercise Price will be in effect and (iii) that such election is irrevocable during such period. The Corporation shall mail a brief summary of the provisions of such certificate at least 15 days prior to the date fixed for the commencement of any period in which the reduced Exercise Price will be in effect to the Warrant Agent at the address provided in Section 11.02 hereof and to each registered holder of Stock Warrant Certificates at such Stock Warrant holder's address appearing on the Stock Warrant register. Failure on the part of the holders of Stock Warrant Certificates to receive such notice by mail, or any defect therein, will not affect the validity of the reduction of the then current Exercise Price during such period. During such period, any adjustment in the Exercise Price pursuant to Article 6 hereof, will be made to the reduced Exercise Price as provided by this Article in the manner specified in Article 6. After the termination of such period, the Exercise Price will be such Exercise Price which would have been in effect, as adjusted pursuant to provisions of Article 6, had there been no reduction in the Exercise Price pursuant to the provisions of this Article. No reduction of the then current Exercise Price pursuant to the provisions of this Article will be deemed, for the purposes of Article 6 hereof, to alter or adjust the Exercise Price. ARTICLE 8 FRACTIONAL STOCK WARRANTS AND FRACTIONAL SHARES Section 8.01 . Fractional Stock Warrants. The Corporation shall not be required to issue fractions of Stock Warrants on any distribution of Stock Warrants to holders of Stock Warrant Certificates or to distribute Stock Warrant Certificates which evidence fractional Stock Warrants. In lieu of such fractional Stock Warrants, the registered holder of a Stock Warrant Certificate with regard to which such a fractional Stock Warrant would otherwise be issuable shall receive an amount in cash equal to the same fraction of the "current market price", as defined in the Stock Warrants, of a whole Stock Warrant. Section 8.02 . Fractional Shares. Notwithstanding an adjustment in the number of Shares purchasable upon the exercise of a Stock Warrant, the Corporation shall not be required to issue fractions of Shares upon exercise of the Stock Warrants or to distribute certificates which evidence fractional Shares. The registered holders of Stock Warrant Certificates at the time such Stock Warrants are exercised as herein provided may elect (i) to receive an amount in cash equal to the same fraction of the "current market price", as defined in the Stock Warrants, of a whole Share or (ii) to have the cash payment credited against the Exercise Price of Shares to be received upon exercise of whole Stock Warrants. Such election shall be made on the form provided for such purpose by the Corporation. ARTICLE 9 NOTICE TO STOCK WARRANT HOLDERS Section 9.01 . Notices To Stock Warrant Holders. Upon adjustment of the Exercise Price pursuant to Article 6, the Corporation within 20 calendar days thereafter shall (i) cause to be filed with the Stock Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Corporation (who may be the regular auditors of the Corporation) setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Shares purchasable upon exercise of a Stock Warrant after such adjustment in the Exercise Price, which certificate is conclusive evidence of the correctness of the matters set forth therein and (ii) cause to be given to each of the registered holders of the Stock Warrant Certificates, at such Stock Warrant holder's address appearing on the Stock Warrant register, written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Article. If: 1. the Corporation authorizes the issuance to all holders of [Common Stock] [Preference Stock] [Preferred Stock] of rights or warrants to subscribe for or purchase capital stock of the Corporation or of any other subscription rights or warrants; or 2. the Corporation authorizes the distribution to all holders of [Common Stock] [Preference Stock] [Preferred Stock] of evidences of its indebtedness or assets (excluding such dividends or distributions as do not, under the terms of the Stock Warrants, give rise to an adjustment of the Exercise Price); or 3. there is any consolidation, share exchange or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or of the conveyance or transfer of the properties and assets of the Corporation substantially as an entirety, or of any capital reorganization or any reclassification of the [Common Stock] [Preference Stock] [Preferred Stock] (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); or 4. there is a voluntary or involuntary dissolution, liquidation or winding up of the Corporation; or 5. the Corporation proposes to take any other action which would require an adjustment of the Exercise Price pursuant to Article 6; the Corporation shall file with the Warrant Agent and give to the registered holder of a Stock Warrant Certificate at such Stock Warrant holder's address appearing on the Stock Warrant register, at least 20 calendar days (unless a shorter period is set forth in the Stock Warrants) prior to the applicable record date hereinafter specified in (i) or (ii) below, by first-class mail, postage prepaid, a written notice stating (i) the date as of which the holders of record of shares of [Common Stock] [Preference Stock] [Preferred Stock] to be entitled to receive any such rights, warrants or distribution are to be determined or (ii) the date on which any such consolidation, merger, share exchange, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of record of shares of [Common Stock] [Preference Stock] [Preferred Stock] shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such consolidation, share exchange, merger, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up. Failure to give the notice required by this Article or any defect therein will not affect the legality or validity of any distribution, right, warrant, consolidation, share exchange, merger, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up or the vote upon any action. Nothing in this Agreement or in any Stock Warrant Certificate may be construed as conferring upon the holder thereof the right to vote or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or the election of directors of the Corporation or on any other matter, or any rights whatsoever as a stockholder of the Corporation. ARTICLE 10 CONCERNING THE WARRANT AGENT Section 10.01 . Warrant Agent. The Corporation hereby appoints ________ as Warrant Agent of the Corporation in respect of the Stock Warrants and the Stock Warrant Certificates upon the terms and subject to the conditions set forth herein and in the Stock Warrant Certificates and __________ hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Stock Warrant Certificates and hereby and such further powers and authority to act on behalf of the Corporation as the Corporation as may hereafter grant to or confer upon it. All the terms and provisions with respect to such powers and authority contained in the Stock Warrant Certificates are subject to and governed by the terms and provisions hereof. Section 10.02 . Conditions of Warrant Agent's Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Corporation agrees and to all of which the rights hereunder of the holders from time to time of the Stock Warrant Certificates shall be subject: (a) Compensation and Indemnification. The Corporation agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Corporation for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Warrant Agent. The Corporation also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as such Warrant Agent hereunder as well as the reasonable costs and expenses of defending against any claim of liability in the premises. (b) Agent for the Corporation. In acting under this Stock Warrant Agreement and in connection with the Stock Warrant Certificates, the Warrant Agent is acting solely as agent of the Corporation and does not assume any obligation or relationship of agency or trust for or with any of the owners or holders of the Stock Warrant Certificates. (c) Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or suffered by it in reliance upon any Stock Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (d) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, any Stock Warrant Certificates, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Corporation and may act on, or as depository, trustee or agent for any committee or body of holders of Securities or other obligations of the Corporation as freely as if it were not the Warrant Agent hereunder. (e) No Liability for Invalidity. The Warrant Agent shall not incur any liability with respect to the validity of this Agreement or any of the Stock Warrant Certificates. (f) No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Stock Warrant Certificates contained (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the Corporation. (g) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Stock Warrant Certificates specifically set forth but no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action here under which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation of any of the Stock Warrant Certificates countersigned by the Warrant Agent and delivered by it to the Corporation pursuant to this Agreement or for the application by the Corporation of the proceeds of sale of the Stock Warrant Certificates or the proceeds received upon exercise of the Stock Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation in the performance of its covenants or agreements contained in the Stock Warrant Certificates or in the case of the receipt of any written demand from a holder of a Stock Warrant Certificate with respect to such default, including without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 11.02, to make any demand upon the Corporation. Section 10.03 . Resignation and Appointment of Successor. (a) The Corporation agrees, for the benefit of the holders from time to time of the Stock Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Stock Warrant Certificates are no longer exercisable. (b) The Warrant Agent may at any time resign as such agent by giving written notice to the Corporation of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such date shall not be less than three months after the date on which such notice is given unless the Corporation agrees to accept less notice. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Corporation and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Corporation, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust Corporation organized under the laws of the United States or any state thereof and authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligations of the Corporation under Section 10.02(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent. (c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Warrant Agent or of its property shall be appointed, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Corporation by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the latter of such appointment, the Warrant Agent so superceded shall cease to be Warrant Agent hereunder. (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Corporation an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor as Warrant Agent hereunder. (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the corporate trust business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. ARTICLE 11 MISCELLANEOUS SECTION 11.01 . Amendment. This Agreement may be amended or supplemented by the parties hereto, without the consent of the holder of any Stock Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or in regard to matters or questions arising under this Agreement as the Corporation and the Warrant Agent may deem necessary or desirable. SECTION 11.02 . Notices and Demands to the Corporation and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Corporation by the holder of a Stock Warrant Certificate pursuant to the provisions of the Stock Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Corporation. SECTION 11.03 . Addresses. Any communications from the Corporation to the Warrant Agent with respect to this Agreement shall be addressed to the Corporate Trust Office of the Warrant Agent which office, at the date hereof, is located at _________________, Attention: Corporate Trust Department, and any communications from the Warrant Agent to the Corporation with respect to this Agreement, shall be addressed to General Motors Corporation, 767 Fifth Avenue, New York, New York 10153, Attention: Director, Financing and Investment (or such other address as shall be specified in writing by the Warrant Agent or by the Corporation, respectively). SECTION 11.04 . New York Law to Govern. This Agreement and each Stock Warrant Certificate shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. SECTION 11.05 . Delivery of Prospectus. To the extent required by law, the Corporation will furnish to the Warrant Agent sufficient copies of a prospectus and any necessary prospectus supplement relating to the Shares deliverable upon exercise of Stock Warrant Certificates (collectively the "Prospectus") and the Warrant Agent agrees that upon the exercise of any Stock Warrant Certificate by the holder thereof, the Warrant Agent will deliver to such holder, prior to or concurrently with the delivery of the Warrant Stock Securities issued upon such exercise, a Prospectus. Section 11.06 . Obtaining Governmental Approvals; Stock Exchange Listings; Registration of Shares. The Corporation will from time to time take all action which may be necessary (i) to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States federal and state laws, which may be or become requisite in connection with the exercise of the Stock Warrants, the issuance, sale, transfer and delivery of the Shares issued upon exercise of the Stock Warrants or upon the expiration of the period during which the Stock Warrants are exercisable; provided, however, if any such permits, consents, approvals or documents are not so obtained or effective, the Corporation shall immediately notify the Warrant Agent; (ii) immediately upon the issuance of Warrants to purchase shares of Common Stock, to have such shares of Common Stock listed on the New York Stock Exchange or on the principal United States securities exchange or exchanges on which the Common Stock is listed; and (iii) immediately upon any adjustment in the number of Shares purchasable upon exercise of Warrants to purchase Common Stock, take such action, if any, as may be necessary to register such Shares with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Section 11.07 . Persons Having Rights under Stock Warrant Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Corporation, the Warrant Agent and the holders of the Stock Warrant Certificates any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Corporation and the Warrant Agent and their successors and holders of the Stock Warrant Certificates. SECTION 11.08 . Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 11.09 . Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be original; but such counterparts shall together constitute but one and the same instrument. SECTION 11.10 . Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent, for inspection by the holder of any Stock Warrant Certificate. In Witness Whereof, this Agreement has been duly executed by the parties hereto as of the day and year first above written. General Motors Corporation (Corporate Seal) Attest: By:______________________ Title:____________________ - ---------------------------------- Title:___________________________ (Warrant Agent) (Corporate Seal) By:______________________ Attest: Title:____________________ - ---------------------------------- Title:________________________ EXHIBIT A (Form of Stock Warrant Certificate) VALID ONLY IF COUNTERSIGNED BY THE STOCK WARRANT AGENT AS PROVIDED HEREIN NO. W-___ STOCK WARRANT CERTIFICATE REPRESENTING ___ STOCK WARRANTS OF GENERAL MOTORS CORPORATION AS DESCRIBED HEREIN VOID AFTER 5:00 P.M. (NEW YORK CITY TIME) ON_________, 20__ UNLESS SUCH DATE IS ACCELERATED BY THE CORPORATION AS PROVIDED HEREIN This certifies that (name of registered holder) is the owner of the above indicated number of Stock Warrants ("Stock Warrants"), of General Motors Corporation (the "Corporation"), a corporation duly organized and existing under the laws of the State of Delaware, on the following basis: each Stock Warrant evidenced hereby entitles the holder hereof to purchase from the Corporation one fully paid and nonassessable share of [common stock, $1-2/3 par value] [preference stock, $0.10 par value] [preferred stock, without par value], of the Corporation (a "Share") payable as hereinafter provided. The registered owner may exercise all or any part of the Stock Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America by certified check or bank wire transfer in immediately available funds, the exercise price (the "Exercise Price") of $___ for each Stock Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Stock Warrant Certificate, with the form of election to purchase on the back hereof properly completed and duly executed, at the principal corporate trust office of ____________ or its successor as Warrant Agent (the "Warrant Agent") (on the date hereof at the address specified on the reverse hereof), and upon compliance with and subject to the conditions set forth herein and in the Stock Warrant Agreement (as hereinafter defined). This Stock Warrant Certificate may be exercised, in whole or in part, to purchase the Shares. Upon any partial exercise of this Stock Warrant Certificate there shall be issued to the holder hereof a new Stock Warrant Certificate with respect to the number of Stock Warrants as to which this Stock Warrant Certificate was not exercised. No adjustment shall be made for any cash dividends on any Shares issuable upon exercise of this Stock Warrant. This Stock Warrant Certificate is issued under and in accordance with the Stock Warrant Agreement dated as of _________, 20__ (the "Stock Warrant Agreement"), between the Corporation and the Warrant Agent and is subject to the terms and provisions contained in the Stock Warrant Agreement, to all of which terms and provisions the holder of this Stock Warrant Certificate consents by acceptance hereof. Copies of the Stock Warrant Agreement are on file at the above mentioned office of the Warrant Agent. The Stock Warrant Agreement is hereby incorporated by reference and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Corporation and the holders of the Stock Warrants. No Stock Warrant may be exercised after the close of business on (i) ________, 20__ or (ii) [ ] (such date of expiration, or such earlier date, is hereafter referred to as the "Expiration Date"). After 5:00 p.m. (New York city time) on the Expiration Date, the Stock Warrants will become wholly void and of no value. The Exercise Price is subject to adjustment as set forth below: [adjustment provisions] If the Exercise Price is adjusted, at the election of the Corporation, either (i) the number of Shares purchasable upon the exercise of each Stock Warrant shall be adjusted or (ii) each outstanding Stock Warrant shall be adjusted to become a different number of Stock Warrants. In the latter event, the Corporation shall cause to be distributed to registered holders of Stock Warrant Certificates either Stock Warrant Certificates representing the additional Stock Warrants issuable pursuant to the adjustment or substitute Stock Warrant Certificates to replace all outstanding Stock Warrant Certificates. In the event of an adjustment in Exercise Price, the Corporation shall mail a notice to each registered holder of Stock Warrant Certificates of the reduction in Exercise Price. The Corporation shall not be required to issue fractional Stock Warrants or fractional Shares upon the exercise of Stock Warrants or any certificates which evidence fractional Stock Warrants or fractional Shares. In lieu of such fractional Stock Warrants, the registered holder of a Stock Warrant Certificate with regard to which a fractional Stock Warrant would otherwise be issuable shall receive an amount in cash equal to the same fraction of the current market price (as defined below) of a whole Stock Warrant. In lieu of such fractional Shares, the registered holders of the Stock Warrant Certificates with regard to which such fractional Shares would otherwise be issuable may elect, at the time of the exercise of Stock Warrants, (i) to receive an amount in cash equal to the same fraction of the current market price (as defined below) of a full Share or (ii) to credit such cash payment against the Exercise Price of Shares to be received upon exercise of whole Stock Warrants. As used herein, "current market price" means [ ]. The Corporation, the Warrant Agent and any other person may deem and treat the registered holder hereof as the absolute owner of this Stock Warrant Certificate (notwithstanding any notation of ownership or other writing hereon), for the purpose of the exercise hereof and for all other purposes, and neither the Corporation nor the Warrant Agent nor any other person shall be affected by any notice to the contrary. After countersignature by the Warrant Agent and prior to the expiration of this Stock Warrant Certificate, this Stock Warrant Certificate may be transferred or exchanged at the principal corporate trust office of the Warrant Agent for Stock Warrant Certificates representing in the aggregate a like number of Stock Warrants. This Stock Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of the Warrant Stock Securities, including, without limitation, the right to receive dividends, if any, and interest on the Shares or to enforce any of the covenants of the Shares. This Stock Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of _________, 20__ General Motors Corporation By: ______________________________ Title: ____________________________ (Corporate Seal) Attest: - -------------------------------- Title:____________________________ Countersigned: As Warrant Agent By:______________________________ Authorized Signature (Instructions for Exercise of Stock Warrant) To exercise the Stock Warrants represented hereby, the Stock Warrant holder should pay, in full by certified check or by bank wire transfer in immediately available funds, the Exercise Price for Stock Warrants exercised to the Warrant Agent with instructions specifying the name of the Stock Warrant holder. In addition, the Stock Warrant holder should complete the information required below and mail this Stock Warrant Certificate by registered mail or deliver this Stock Warrant Certificate by hand to the Stock Warrant Agent at the address set forth below. This Stock Warrant Certificate, properly completed and duly executed, must be received by the Warrant Agent before any Shares subject hereto will be issued. (Form of Election to Purchase) (To be executed upon exercise of Stock Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by the within Stock Warrant Certificate, to purchase ___ Shares (the "Shares") of General Motors Corporation and represents that the undersigned has tendered payment for such Shares by certified check or by bank wire transfer in immediately available funds to the Stock Warrant Agent in the amount of $___ in accordance with the terms hereof. The undersigned requests that the certificates representing the Shares be registered in such names and delivered, all as specified in accordance with the instructions set forth below. If said number of Shares is less than all the Shares purchasable hereunder, the undersigned requests that a new Stock Warrant Certificate representing the certificates representing the Shares, the right to purchase the remaining balance of the Shares evidenced hereby be registered, issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated: Name:________________________ _______________________________ Address:_____________________ (Insert Social Security or Taxpayer Identification Number) _____________________ Signature______________________ (Must conform exactly to Name of registered owner) This Stock Warrant may be exercised at the following address: By hand at __________________________________________________ By mail to __________________________________________________ Attention:_____________________ Instructions as to form and delivery of Securities and/or Stock Warrant Certificates (if other than as indicated above) (Form of Assignment) (To be executed by the registered holder in order to transfer Stock Warrants) For Value Received, the undersigned hereby sells, assigns and transfers unto - ----------------------------------- (Please insert Social Security or Taxpayer Identification Number of Assignee) - --------------------------------------------------------------------- (Please print or typewrite name and address of Assignee) Stock Warrants represented by this Stock Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________, Attorney, to transfer such Stock Warrants on the books of the Issuer, with full power and substitution in the premises. Name:_________________________ (Please Print) Address_______________________ Signature________________________ (Must conform exactly to name of registered owner) (signature guarantee) EX-4 7 universalexhibit4l.txt 4(L) PROPSED DEPOSITARY AGREEMENT ================================================================== EXHIBIT 4(l) GENERAL MOTORS CORORATION, __________________________, As Depositary AND THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN DEPOSIT AGREEMENT Dated as of ____________, 20__ ================================================================== Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions.......................................1 - -------------------------- ARTICLE 2 FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, ------------------------------------------------------------ TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS ---------------------------------------------- Section 2.01. Form and Transfer of Receipts.....................2 - -------------------------------------------- Section 2.02. Deposit of Stock; Execution and Delivery of - ----------------------------------------------------------- Receipts in Respect Thereof................................3 --------------------------- Section 2.03. Registration of Transfer of Receipts..............4 - --------------------------------------------------- Section 2.04. Split-Ups and Combinations of Receipts; Surrender - ----------------------------------------------------------------- of Receipts and Withdrawal of Stock........................4 ----------------------------------- Section 2.05. Limitations on Execution and Delivery, Transfer, - ---------------------------------------------------------------- Surrender and Exchange of Receipts.........................5 ---------------------------------- Section 2.06. Lost Receipts, Etc................................6 - --------------------------------- Section 2.07. Cancellation and Destruction of Surrendered - ----------------------------------------------------------- Receipts...................................................6 -------- Section 2.08. Redemption of Stock...............................6 - ---------------------------------- ARTICLE 3 CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION Section 3.01. Filing Proofs, Certificates and Other Information.7 - ---------------------------------------------------------------- Section 3.02. Payment of Taxes or Other Governmental Charges....8 - ------------------------------------------------------------- Section 3.03. Warranty as to Stock..............................8 - ----------------------------------- ARTICLE 4 THE DEPOSITED SECURITIES; NOTICES Section 4.01. Cash Distributions................................8 - --------------------------------- Section 4.02. Distributions Other Than Cash, Rights, Preferences - ------------------------------------------------------------------ or Privileges..............................................9 ------------- Section 4.03. Subscription Rights, Preferences or Privileges....9 - ------------------------------------------------------------- Section 4.04. Notice of Dividends, Etc.;.......................10 - ----------------------------------------- Section 4.05. Voting Rights....................................10 - ---------------------------- Section 4.06. Changes Affecting Deposited Securities and - ---------------------------------------------------------- Reclassifications, Recapitalizations, Etc.................11 ----------------------------------------- Section 4.07. Delivery of Reports..............................12 - ---------------------------------- Section 4.08. List of Receipt Holders..........................12 - -------------------------------------- ARTICLE 5 THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE --------------------------------------------------------------- CORPORATION Section 5.01. Maintenance of Offices, Agencies and Transfer - ------------------------------------------------------------- Books by the Depositary; Registrar........................12 ---------------------------------- Section 5.02. Prevention of or Delay in Performance by the - ------------------------------------------------------------ Depositary, the Depositary's Agents, the Registrar or the ---------------------------------------------------------- Corporation...............................................13 ----------- Section 5.03. Obligation of the Depositary, the Depositary's - -------------------------------------------------------------- Agents, the Registrar and the Corporation.................13 ----------------------------------------- Section 5.04. Resignation and Removal of the Depositary; - ---------------------------------------------------------- Appointment of Successor Depositary.......................15 ----------------------------------- Section 5.05. Corporate Notices and Reports....................16 - -------------------------------------------- Section 5.06. Indemnification by the Corporation...............16 - ------------------------------------------------- Section 5.07. Charges and Expenses.............................16 - ----------------------------------- Section 5.08. Tax Compliance...................................17 - ----------------------------- ARTICLE 6 AMENDMENT AND TERMINATION Section 6.01. Amendment........................................17 - ------------------------ Section 6.02. Termination......................................17 - -------------------------- ARTICLE 7 MISCELLANEOUS Section 7.01. Counterparts.....................................18 - --------------------------- Section 7.02. Exclusive Benefit of Parties.....................18 - ------------------------------------------- Section 7.03. Invalidity of Provisions.........................18 - --------------------------------------- Section 7.04. Notices..........................................19 - ---------------------- Section 7.05. Appointment of Registrar.........................20 - --------------------------------------- Section 7.06. Holders of Receipts are Parties..................20 - ---------------------------------------------- Section 7.07. Governing Law....................................20 - ---------------------------- Section 7.08. Inspection of Deposit Agreement..................20 - ---------------------------------------------- Section 7.09. Headings.........................................20 - ----------------------- Form of Face of Receipt........................................A-1 Form of Reverse of Receipt.....................................A-3 DEPOSIT AGREEMENT, dated as of ____________, 20__, among GENERAL MOTORS CORPORATION, a Delaware corporation (the "Corporation"), ____________________, a _____________ (the "Depositary"), and the holders from time to time of the Receipts described herein. WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of [ % Preferred Stock] [ % Preference Stock], par value $______ per share, of the Corporation with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Stock so deposited; and WHEREAS, the Receipts are to be substantially in the form of Annex A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement; NOW THEREFORE, in consideration of the promises contained herein, the parties agree as follows: ARTICLE 1 DEFINITIONS Section 1.01 . Definitions. The following definitions shall, for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement: "Certificate of Designation" means the Certificate of Designation of the Corporation establishing the Stock as a series of [preferred] [preference] stock of the Corporation. "Deposit Agreement" means this Deposit Agreement, as amended or supplemented from time to time. "Depositary" means _______________, and any successor as Depositary hereunder. "Depositary Shares" means Depositary Shares, each representing [ ] of a share of Stock and evidenced by a Receipt. "Depositary's Agent" means an agent appointed by the Depositary pursuant to Section 5.01 and includes the Registrar if such Registrar is not the Depositary. "Depositary's Office" means the principal office of the Depositary, at which at any particular time its depositary receipt business is administered. "Receipt" means one of the Depositary Receipts, substantially in the form set forth as Annex A hereto, issued hereunder, whether in definitive or temporary form and evidencing the number of Depositary Shares held of record by the record holder of such Depositary Shares. "Record holder" or "holder" as applied to a Receipt means the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose. "Registrar" means the Depositary or such other bank or trust company appointed to register ownership and transfers of Receipts as herein provided. "Securities Act" means the Securities Act of 1933, as amended. "Stock" means shares of the Corporation's [ % Preferred Stock] [ % Preference Stock], $_____ par value per share. ARTICLE 2 FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS Section 2.01 . Form and Transfer of Receipts. Definitive Receipts shall be engraved or printed or lithographed on steel-engraved borders, with appropriate insertions, modifications and omissions, as hereinafter provided, if required by any securities exchange on which the Receipts are listed. Pending the preparation of definitive Receipts or if definitive Receipts are not required by any securities exchange on which the Receipts are listed, the Depositary, upon the written order of the Corporation or any holder of Stock, as the case may be, delivered in compliance with Section 2.02, shall execute and deliver temporary Receipts which are printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation and the Depositary shall cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts will be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Depositary's Office or at such other place or places as the Depositary may determine, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange will be made at the Corporation's expense and without any charge to the holder therefor. Until so exchanged, the temporary Receipts will be entitled in all respects to the same benefits under this Deposit Agreement, and with respect to the Stock, as definitive Receipts. The Depositary shall execute the Receipts by the manual signature of a duly authorized officer of the Depositary; provided that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) has been appointed and such Receipts are countersigned by a manual signature of a duly authorized officer of the Registrar. No Receipt will be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it has been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) has been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned, manually, by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. Receipts will be in denominations of any number of whole Depositary Shares. The Corporation shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement. Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or any regulation thereunder or with the rules and regulations or any securities exchange upon which the Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject. Title to Depositary Shares evidenced by a Receipt, which is properly endorsed or accompanied by a properly executed instrument of transfer, are transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt has been registered on the books of the Depositary as provided in Section 2.03, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. Section 2.02 . Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Corporation or any holder of Stock may from time to time deposit shares of the Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for the Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, and together with a written order of the Corporation or the holder, as the case may be, directing the Depositary to execute and deliver to, or upon the written order to, the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Stock. The Depositary shall hold the Deposited Stock at the Depositary's Office or at such other place or places as the Depositary may determine. Upon receipt by the Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section 2.02, together with the other documents required as above specified, and upon recordation of the Stock on the books of the Corporation in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the whole number of Depositary Shares representing the Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary's Office or such other offices, if any, as the Depositary may designate. Delivery at other offices will be at the risk and expense of the person requesting such delivery. Section 2.03 . Registration of Transfer of Receipts. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipts or Receipts to or upon the order of the person entitled thereto. Section 2.04 . Split-Ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the Depositary's Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipts or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share. Any holder of a Receipt or Receipts representing any number of whole shares of Stock may (unless the related Depositary Shares have previously been called for redemption) withdraw the Stock and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts, at the Depositary's Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to such holder or to the person or persons designated by such holder as hereinafter provided, the number of whole shares of Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole shares of Stock will not thereafter be entitled to deposit such Stock hereunder or to receive Depositary Shares therefor. If a Receipt delivered by the holder to the Depositary in connection with such withdrawal evidences a number of Depositary Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Stock and such money and other property, if any, to be so withdrawn, deliver to such holder, or upon the holder's order, a new Receipt evidencing such excess number of Depositary Shares; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share. Delivery of the Stock and money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate which, if required by the Depositary, must be properly endorsed or accompanied by proper instruments of transfer. If any of the Stock, the money or other property being withdrawn is to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Stock, the holders shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by the holder for withdrawal of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank. The Depositary shall deliver the Stock, the money or other property, if any, represented by Receipts surrendered for withdrawal at the Depositary's Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, the delivery may be made at such other place as the holder may designate. Section 2.05 . Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Corporation may require (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Corporation have made such payment, the reimbursement to it) of any charges or expenses payable by the holder of a Receipt pursuant to Sections 3.02 and 5.07, (ii) the production of evidence satisfactory to it as to the identity and genuineness of any signature, and (iii) compliance with such regulations, if any, as the Depositary or the Corporation may establish consistent with the provisions of this Deposit Agreement. The deposit of Stock may be refused, the delivery of Receipts against Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Corporation is closed, (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary's Agents or the Corporation, at any time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement, or (iii) with the approval of the Corporation, for any other reason. Section 2.06 . Lost Receipts, Etc. In case any Receipt has been mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for the mutilated Receipt, or in lieu of and in substitution for the destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of the Receipt, of the authenticity thereof and of the holder's ownership thereof, (ii) the furnishing of the Depositary with reasonable indemnification satisfactory to it and (iii) the payment of any expense (including fees, charges and expenses of the Depositary) in connection with such execution and delivery. Section 2.07 . Cancellation and Destruction of Surrendered Receipts. The Depositary shall cancel all Receipts surrendered to the Depositary or any Depositary's Agent. Except as prohibited by applicable law or regulation, the Corporation is authorized to destroy all Receipts so canceled. Section 2.08 . Redemption of Stock. Whenever the Corporation is permitted and elects to redeem shares of Stock in accordance with the provisions of the Certificate of Designation, the Corporation shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary not less than 30 days' and not more than 60 days' notice of the date of the proposed redemption of Stock and of the number of the shares held by the Depositary to be so redeemed and the applicable redemption price, as set forth in the Certificate of Designation, which notice must be accompanied by Certificate of Designation from the Corporation stating that the redemption of Stock is in accordance with the provisions of the Certificate of Designation. On the date of the redemption, provided that the Corporation has then paid or caused to be paid in full to the Depositary the redemption price of the Stock to be redeemed, plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designation, the Depositary shall redeem the number of Depositary Shares representing such Stock. The Depositary shall mail notice of the Corporation's redemption of Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Stock to be redeemed by first class mail, postage prepaid, not less than 20 and not more than 50 days prior to the date fixed for redemption of the Stock and Depositary Shares (the "Redemption Date") to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as they appear on the records of the Depositary. Neither a failure to mail notice of redemption of Depositary Shares to one or more holders nor any defect in a notice of redemption of Depositary Shares to one or more holders will affect the sufficiency of the proceedings for redemption as to the other holders. The Corporation shall provide the Depositary with the information necessary for the Depositary to prepare a redemption notice and each such notice must state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed by lot or pro rata (as nearly as may be) or by any other method, in each case, as determined by the Depositary in its sole discretion to be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation has failed to provide the funds necessary to redeem the Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Stock so called for redemption will cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds will be deemed no longer to be outstanding, (iii) all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) will, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with the redemption notice of the Receipts evidencing any Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law so requires), the Depositary shall redeem the Depositary Shares at a redemption price per Depositary Share equal to one-[ ] of the redemption price per share paid with respect to the shares of Stock plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have accumulated on the shares of Stock to be so redeemed and have not theretofore been paid. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary shall deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. ARTICLE 3 CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION Section 3.01 . Filing Proofs, Certificates and Other Information. Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the registration of transfer, redemption or exchange, of any Receipt or the withdrawal or conversion of the Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made. Section 3.02 . Payment of Taxes or Other Governmental Charges. Holders of Receipts shall pay the Depositary certain charges and expenses, as provided in Section 5.07. Registration of transfer of any Receipt or any withdrawal of Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and the dividends, interest payments or other distributions or the proceeds of such sale may be applied to any payment of such charges or expenses, the holder of such Receipt remaining liable for any deficiency. Section 3.03 . Warranty as to Stock. The Corporation hereby represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty survives the deposit of the Stock and the issuance of the Receipts. ARTICLE 4 THE DEPOSITED SECURITIES; NOTICES Section 4.01 . Cash Distributions. Whenever the Depositary receives any cash dividend or other cash distribution on Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that if the Corporation or the Depositary is required to withhold and withholds from any cash dividend or other cash distribution in respect of the Stock an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares will be reduced accordingly. In the event that the calculation of any such cash dividend or other cash distribution to be paid to any record holder on the aggregate number of Depositary Receipts held by such the holder results in an amount which is a fraction of a cent, the Depositary shall round to the next highest whole cent the amount to be distributed to such record holder. Upon request of the Depositary, the Corporation shall pay the additional amount to the Depositary for distribution. Section 4.02 . Distributions Other Than Cash, Rights, Preferences or Privileges. Whenever the Depositary receives any distribution other than cash, rights, preferences or privileges upon Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing the distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems such distribution not feasible, the Depositary may adopt such method as it deems equitable and practicable for the purpose of effecting the distribution, including the sale (public or private) of the securities or property thus received, or any part thereof, at such places and upon such terms as it may deem proper. Subject to Section 3.01 and 3.02, the Depositary shall distribute or make available for distribution the net proceeds of any such sale, as the case may be, to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash. Section 4.03 . Subscription Rights, Preferences or Privileges. If the Corporation at any time offers or causes to be offered to the persons in whose names Stock is recorded on the books of the Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the Depositary shall in each such instance make available such rights, preferences or privileges to the record holders of Receipts in such manner as the Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the Corporation) not feasible to make such rights, preferences or privileges available to the holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by holders of Receipts who do not desire to exercise rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such places an upon such terms as it may deem proper. Subject to Sections 3.01 and 3.02, the Depositary shall distribute the net proceeds of any such sale to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Corporation shall file promptly a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until it has received written notice from the Corporation that such registration statement has become effective, or that the offering and sale of such securities to such holders are exempt from registration under the provisions of the Securities Act and the Corporation has provided to the Depositary an opinion of counsel to such effect. If any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order to for such rights, preferences or privileges to be made available to holders of Receipts, the Corporation shall use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. Section 4.04 . Notice of Dividends, Etc.; Fixing Record Date for Holders of Receipts. Whenever any cash dividend or other cash distribution becomes payable or any distribution other than cash is made, or if rights, preferences or privileges are at any time offered, with respect to Stock, or whenever the Depositary receives notice of any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, or whenever the Depositary and the Corporation decide it is appropriate, the Depositary shall in each such instance fix a record date (which will be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Stock) for the determination of the holders of Receipts who are entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who are entitled to notice of such meeting or for any other appropriate reasons. Section 4.05 . Voting Rights. Upon receipt of notice of any meeting at which holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice which will contain (i) such information as is contained in such notice of meeting and (ii) a statement that the holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Corporation shall take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Stock or cause such Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary shall not vote (but, at its discretion, may appear at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Stock represented by the Depositary Shares evidenced by such Receipt. Section 4.06 . Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, Etc. Upon any change in par or stated value or liquidation preference, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger, statutory share exchange or consolidation affecting the Corporation or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Corporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share of Stock as may be necessary fully to reflect the effects of such change in par or stated value or liquidation preference, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger, share exchange or consolidation and (ii) treat any securities which are received by the Depositary in exchange for or upon conversion or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Stock. In any such case the Depositary may in its discretion, with the approval of the Corporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts have the right from and after the effective date of any such change in par or stated value or liquidation preference, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger, share exchange or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts might have been converted or for which such Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. Section 4.07 . Delivery of Reports. The Depositary shall furnish to holders of Receipts any reports and communications received from the Corporation which are received by the Depositary as the holder of Stock. Section 4.08 . List of Receipt Holders. Promptly upon request from time to time by the Corporation, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all record holders of Receipts. The Corporation is entitled to receive such list twice annually without charge. ARTICLE 5 THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE CORPORATION Section 5.01 . Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours will be open for inspection by the record holders of Receipts; provided that any holder requesting to exercise such right shall certify to the Depositary that the inspection is for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. The Depositary may, with the approval of the Corporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares are listed on one or more national stock exchanges, the Depositary shall appoint a Registrar (acceptable to the Corporation) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. The Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Corporation. If the Receipts, the Depositary Shares or the Stock are listed on one or more other stock exchanges, the Depositary shall, at the request and at the expense of the Corporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary shall notify the Corporation of any such action. Section 5.02 . Prevention of or Delay in Performance by the Depositary, the Depositary's Agents, the Registrar or the Corporation. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Corporation shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary's Agent or the Registrar, by reason of any provision, present or future, of the Corporation's Certificate of Incorporation or by reason of any act of God or war or other circumstance beyond the reasonable control of the relevant party, the Depositary, the Depositary's Agent, the Registrar or the Corporation is prevented, delayed or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide to be done or performed, nor shall the Depositary, any Depositary's Agent, the Registrar or the Corporation incur liability to any holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement provide to be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in the case of any such exercise or failure to exercise discretion not caused as aforesaid, if caused by the negligence or willful misconduct of the party charged with such exercise or failure to exercise. Section 5.03 . Obligation of the Depositary, the Depositary's Agents, the Registrar and the Corporation. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Corporation assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than for its negligence, willful misconduct or bad faith. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Corporation are under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability is furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Corporation shall be liable for any action or any failure to act in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary's Agent, the Registrar and the Corporation may each rely and are each protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary is not responsible for any failure to carry out any instruction to vote any of the shares of Stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar will be required to undertake, to perform such duties and only duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations may be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary shall indemnify the Corporation and hold it harmless from any loss, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed or omitted by the Depositary, including when such Depositary acts as Registrar, or the Depositary's Agents in connection with this Deposit Agreement due to its or their negligence, willful conduct or bad faith. The indemnification obligations of the Depositary set forth in this Section 5.03 survives any termination of this Deposit Agreement and any succession of any Depositary. The Depositary, its affiliates or subsidiaries, the Depositary's Agents, and the Registrar may own, buy, sell and deal in any class of securities of the Corporation and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Corporation or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, its affiliate or subsidiary or Depositary's Agent or Registrar hereunder. The Depositary may also act as trustee, transfer agent or registrar of any of the securities of the Corporation and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar, acting as the Depositary Agent or Registrar, as the case may be, is deemed to be an "issuer " of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, any Depositary's Agent and the Registrar are acting only in a ministerial capacity as Depositary or Registrar for the Stock. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or the Receipts (except for its counter-signature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Corporation summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. Section 5.04 . Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder resigns or is removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary has been so appointed and has accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, becomes fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes will be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted will be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof is not required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary. Section 5.05 . Corporate Notices and Reports. The Corporation shall deliver to the Depositary, and the Depositary shall, promptly after receipt thereof transmit to the record holders of Receipts, in each case at the addresses recorded in the Depositary's books, copies of all notices and reports (including, without limitation, financial statements) required by law or by the rules of any national securities exchange upon which the Stock, the Depositary Shares or the Receipts are listed, to be furnished to the record holders of Receipts or otherwise determined to be furnished. Such transmission will be at the Corporation's expense and the Corporation shall provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. Section 5.06 . Indemnification by the Corporation. The Corporation shall indemnify the Depositary, any Depositary's Agent and the Registrar against, and hold each of them harmless from, any loss, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed or omitted in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary's Agent), except for any liability arising out of negligence, willful misconduct or bad faith on the part of any such person. The obligations of the Corporation set forth in this Section 5.06 survive any succession of any Depositary or Depositary's Agent. Section 5.07 . Charges and Expenses. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption or exchange of the Stock at the option of the Corporation. All other transfer and other taxes and governmental charges will be at the expense of holders of Depositary Shares. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses. All other charges and expenses of the Depositary and any Depositary's Agent hereunder (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Corporation as to the amount and nature of such charges and expenses. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. Section 5.08 . Tax Compliance. The Depositary, on its own behalf and on behalf of the Corporation shall comply with all applicable certification, information reporting and withholding (including "backup" withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made with respect to the Depositary Shares or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights under the Receipts or the Depositary Shares. Such compliance includes, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. The Depositary shall comply with any direction received from the Corporation with respect to the application of such requirements to particular payments or holders or in other particular circumstances, and may for purposes of this Deposit Agreement rely on any such direction in accordance with the provisions of Section 5.03 hereof. The Depositary shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available on request to the Corporation or to its authorized representatives. ARTICLE 6 AMENDMENT AND TERMINATION Section 6.01 . Amendment. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Corporation and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no amendment (other than any change in the fees of any Depositary or Registrar, which will go into effect not sooner than three months after notice thereof to the holders of the Receipts) which may materially and adversely alter the rights of the holders of Receipts will be effective unless such amendment has been approved by the holders of at least a majority of the Depositary Shares then outstanding. Every holder of an outstanding Receipt at the time any such amendment becomes effective will be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. Section 6.02 . Termination. This Deposit Agreement may be terminated by the Corporation or the Depositary only after (i) all outstanding Depositary Shares have been redeemed pursuant to Section 2.08 or (ii) a final distribution has been made in respect of the Stock in connection with any liquidation, dissolution or winding-up of the Corporation and such distribution has been distributed to the holders of Depositary Receipts pursuant to Sections 4.01 or 4.02, as applicable. If any Receipts remain outstanding after the date of termination of this Deposit Agreement, the Depositary thereafter shall discontinue the transfer of Receipts, shall suspend the distribution of dividends to the holders thereof and shall not give any further notices (other than notice of such termination) or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Stock, shall sell rights, preferences or privileges as provided in this Deposit Agreement and shall continue to deliver the Stock and any money and other property represented by Receipts upon surrender thereof by the holders thereof. At any time after the expiration of two years from the date of termination, the Depositary may sell Stock then held hereunder at public or private sale, at such places and upon such terms as it deems proper and may thereafter hold the net proceeds of any such sale, together with any money and other property held by it hereunder, without liability for interest, for the benefit, pro rata in accordance with their holdings, of the holders of Receipts that have not theretofore been surrendered. After making such sale, the Depositary will be discharged from all obligations under this Deposit Agreement except to account for such net proceeds and money and other property. Upon the termination of this Deposit Agreement, the Corporation will be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, the Registrar and any Depositary's Agent under Sections 5.06 and 5.07. ARTICLE 7 MISCELLANEOUS Section 7.01 . Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, is an original, but all such counterparts taken together constitute one and the same instrument. Section 7.02 . Exclusive Benefit of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and does not give any legal or equitable right, remedy or claim to any other person whatsoever. Section 7.03 . Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein will in no way be affected, prejudiced or disturbed thereby. Section 7.04 . Notices. Any and all notices to be given to the Corporation hereunder or under the Receipts must be in writing and will be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to the Corporation at General Motors Corporation 300 Renaissance Center Detroit, Michigan 48265-3000 Attention: Corporate Secretary Facsimile No.: ( ) ______-________ or at any other address of which the Corporation has notified the Depositary in writing. Any and all notices to be given to the Depositary hereunder or under the Receipts must be in writing and will be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary's Office, at: Attention: Facsimile No.: ( ) ______-________ or at any other address of which the Depositary has notified the Corporation in writing. Any and all notices to be given to any record holder of a Receipt hereunder or under the Receipts must be in writing and will be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary, or if such holder has filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request. Delivery of a notice sent by mail or by telegram or facsimile transmission will be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a telegram or facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Corporation may, however, act upon any telegram or facsimile transmission received by it from the other or from any holder of a Receipt, notwithstanding that such telegram or facsimile transmission has not been subsequently confirmed by letter or as aforesaid. Section 7.05 . Appointment of Registrar. The Corporation hereby also appoints the Depositary as Registrar in respect of the Receipts and the Depositary hereby accepts such appointments. Section 7.06 . Holders of Receipts are Parties. The holders of Receipts from time to time are parties to this Deposit Agreement and are bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof. Section 7.07 . Governing Law. THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Section 7.08 . Inspection of Deposit Agreement. Copies of this Deposit Agreement will be filed with the Depositary and the Depositary's Agent and will be open to inspection during business hours at the Depositary's Office or respective offices of the Depositary's Agent, if any, by any holder of a Receipt. Section 7.09 . Headings. The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Annex A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts. IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Deposit Agreement as of the date and year first above set forth, and all holders of Receipts will become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof. Attested by General Motors Corporation By: - --------------------------------- ------------------------------- [SEAL] Name: Title: Attested by [ ] By: - --------------------------------- ------------------------------- [SEAL] Name: Title: ANNEX A TEMPORARY RECEIPT EXCHANGEABLE FOR CERTIFICATE FOR DEFINITIVE ENGRAVED RECEIPT [ ] WHEN READY FOR DELIVERY DEPOSITARY SHARES THE DEPOSITARY SHARES REPRESENTED TRANSFERABLE BY THIS RECEIPT ARE NOT SAVINGS DEPOSITARY RECEIPT ACCOUNTS, DEPOSITS OR OTHER This Certificate OBLIGATIONS OF _____________, THE is transferable in New York, DEPOSITARY HEREUNDER, OR OF ANY BANK OR NON-BANK DEPOSITARY OF GENERAL MOTORS CORPORATION AND ARE NOT CUSIP [ ] INSURED BY THE SAVINGS ASSOCIATION SEE REVERSE FOR INSURANCE FUND OR THE BANK INSURANCE CERTAIN DEFINITIONS FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR ANY OTHER GOVERNMENT AGENCY DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH DEPOSITARY SHARE REPRESENTING A [ ] INTEREST IN ONE SHARE OF [ % PREFERRED STOCK] [ % PREFERENCE STOCK], PAR VALUE $______ PER SHARE GENERAL MOTORS CORPORATION A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE _________________, as Depositary (the "Depositary"), hereby certifies that _________ is the registered owner of ___________________ DEPOSITARY SHARES ("Depositary Shares"), each Depositary Share representing a [ ] interest in one share of [ % Preferred] [ % Preference] Stock, [ ] par value, (the "Stock"), of General Motors Corporation, a Delaware corporation (the "Corporation"), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of ______, 20__ (the "Deposit Agreement"), between the Corporation and the Depositary. By accepting this Depositary Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or be entitled to any benefits under the Deposit Agreement unless it has been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by a duly authorized officer thereof. Dated: _______, 20__ Countersigned [ ] Depositary and Registrar By:______________________ Authorized Officer GENERAL MOTORS CORPORATION GENERAL MOTORS CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT-HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE CERTIFICATE OF DESIGNATION ESTABLISHING THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIFIED RIGHTS OF THE [ % PREFERRED] [ % PREFERENCE] STOCK AND EACH OTHER CLASS OF [PREFERRED] [PREFERENCE] STOCK OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCE AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE ADDRESSED TO GENERAL MOTORS CORPORATION, ATTENTION: SECRETARY, 300 RENAISSANCE CENTER, DETROIT, MICHIGAN 48265-3000. -------------------- The following abbreviations, when used in the inscription on the face of this Depositary Receipt, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -...as tenants in common TEN ENT -...as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _______ Custodian _______ ...... (Cust) (Minor) ......under Uniform Gifts to ......Minors Act______________ ...... (State) UNIF TRAN MIN ACT - ______ Custodian (until age __) ...... (Cust) ...... _______ under Uniform Transfers ...... (Minor) ...... to Minors Act ___________________ ...... (State) Additional abbreviations may also be used though not in the above list. For value received, _____________________ hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- - -------------------------------------- - ------------------------------------------------------------ - ------------------------------------------------------------ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE - ------------------------------------------------------------ ___________________ Depositary Shares represented by the within Depositary Receipt, and do(es) hereby irrevocably constitute and appoint ______________________ Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises. Dated______________________ Signature: ...... ---------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Depositary Receipt in every particular, without alteration or enlargement or any change whatever. SIGNATURE GUARANTEE - --------------------------- EX-5 8 universalexhibit5a.txt 5(A) CONSENT OF LEGAL MARTIN DARVICK - GM EXHIBIT 5(a) GENERAL MOTORS CORPORATION 300 RENAISSANCE CENTER DETROIT, MICHIGAN 48265 December 20, 2001 GENERAL MOTORS CORPORATION 300 Renaissance Center Detroit, Michigan 48265 Dear Sirs: I have acted as attorney for General Motors Corporation (the "Corporation") in connection with the preparation of a registration statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the offering by the Corporation of debt securities ("Debt Securities"), common stock ("Common Stock"), preference stock ("Preference Stock"), preferred stock ("Preferred Stock"), depositary shares ("Depositary Shares") representing Preference Stock or Preferred Stock, in each case evidenced by depositary receipts (the "Receipts"), warrants for the purchase of Debt Securities ("Debt Warrants"), warrants for the purchase of other securities, including Common Stock, Preference Stock and Preferred Stock ("Stock Warrants" and together with the Debt Warrants, "Warrants") and units consisting of one or more Debt Securities, Warrants, Common Stock, Preference Stock or Preferred Stock ("Units") (collectively, the "Securities") as set forth in the Registration Statement, form of prospectus with respect to the Securities contained therein (the "Prospectus") and one or more supplements to such Prospectus (each, a Prospectus Supplement"), for issuance from time to time pursuant to Rule 415 of the Act. If so indicated in a Prospectus Supplement, the Debt Securities, Preference Stock and Preferred Stock may be convertible into Common Stock, Preference Stock or Preferred Stock of the Corporation. With respect to the Securities, it is my opinion that the Corporation has full power and authority under the laws of Delaware, the State of its incorporation, and under its Certificate of Incorporation, as amended, to issue and sell the Securities. Subject to the limitations and other qualifications set forth below: 1. With respect to any Debt Securities to be issued under the senior debt indenture dated as of December 7, 1995, with Citibank, N.A., as Trustee (the "Senior Debt Indenture"), it is my opinion that the Senior Debt Indenture has been duly authorized, executed and delivered and the Debt Securities, as provided in the Senior Debt Indenture, when duly authorized, executed and authenticated, issued and paid for, will be valid and legally binding obligations of the Corporation in accordance with and subject to the terms thereof and of the Senior Debt Indenture. 2. With respect to any Debt Securities to be issued under the subordinated debt indenture dated as of December 20, 2001, with Citibank, N.A., as Trustee, (the "Subordinated Debt Indenture"), it is my opinion that the Subordinated Debt Indenture has been duly authorized, executed and delivered and the Debt Securities, as provided in the Subordinated Debt Indenture, when duly authorized, executed and authenticated, issued and paid for, will be valid and legally binding obligations of the Corporation in accordance with and subject to the terms thereof and of the Subordinated Debt Indenture. 3. With respect to any Common Stock, assuming the (a) taking by the Board of Directors of the Corporation (the "Board") of all necessary corporate action to authorize and approve the issuance of the Common Stock and (b) due issuance and delivery of such Common Stock, upon payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, it is my opinion that such Common Stock will be validly issued, fully paid and nonassessable. 4. With respect to the Preference Stock, assuming the (a) taking by the Board of all necessary corporate action to authorize and approve the issuance of a series of the Preference Stock, (b) due filing with the Office of the Secretary of State of Delaware of the applicable Certificate of Designation for the particular series of Preference Stock to be issued and (c) due issuance and delivery of such series of the Preference Stock, upon payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, it is my opinion that such series of Preference Stock will be validly issued, fully paid and nonassessable. 5. With respect to the Preferred Stock, assuming the (a) taking by the Board of all necessary corporate action to authorize and approve the issuance of a series of the Preferred Stock, (b) due filing with the Office of the Secretary of State of Delaware of the applicable Certificate of Designation for the particular series of Preferred Stock to be issued and (c) due issuance and delivery of such series of the Preferred Stock, upon payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, it is my opinion that such series of Preferred Stock will be validly issued, fully paid and nonassessable. 6. With respect to any Depositary Shares, assuming (a) a deposit agreement has been duly authorized, executed and delivered by the Corporation and a bank or trust company to be selected by the Corporation, as depositary (the "Deposit Agreement"), (b) the taking by the Board of all necessary corporate action to authorize and approve the issuance and terms of the series of Preference Stock or Preferred Stock to be issued in connection therewith, (b) due filing with the Office of the Secretary of State of Delaware of the applicable Certificate of Designation for the particular series of Preference Stock or Preferred Stock to be issued, (c) terms of the Depositary Shares and of their issuance and sale have been duly established in conformity with the terms of the Deposit Agreement, (d) due issuance and delivery of such series of Preference Stock or Preferred Stock, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and (e) Receipts evidencing the Depositary Shares are duly issued against the deposit of the applicable series of Preference Stock or Preferred Stock in accordance with the Deposit Agreement, it is my opinion that such Receipts will be validly issued and entitle the holders thereof to the rights specified in the Deposit Agreement. 7. With respect to Common Stock, Preference Stock or Preferred Stock to be issued upon conversion of Debt Securities, Preference Stock or Preferred Stock, it is my opinion that, when (a) the Board has taken all necessary corporate action to authorize and approve the issuance of Debt Securities, Preference Stock or Preferred Stock convertible into Common Stock, Preference Stock or Preferred Stock, as the case may be, and the Corporation has taken all necessary action to approve the issuance of such Common Stock, Preference Stock or Preferred Stock upon conversion of the Debt Securities, Preference Stock or Preferred Stock, as the case may be, the terms of the offering thereof and related matters, (b) if applicable, due filing has been made with the Office of the Secretary of State of Delaware of the applicable Certificate of Designation for the particular series of Preference Stock or Preferred Stock to be issued and (c) such Common Stock, Preference Stock or Preferred Stock, as the case may be, has been issued and delivered in accordance with the terms of the applicable Debt Securities, Preference Stock or Preferred Stock as the case may be, it is my opinion that such Common Stock, Preference Stock or Preferred Stock will be validly issued, fully paid and nonassessable. 8. With respect to any Debt Warrants, assuming a debt warrant agreement has been duly authorized, executed and delivered by the Corporation and a bank or trust company, as warrant agent, (the "Debt Warrant Agreement"), it is my opinion that the Debt Warrants, as provided in the Debt Warrant Agreement, when duly authorized, executed and authenticated, issued and paid for, will be valid and legally binding obligations of the Corporation in accordance with and subject to the terms thereof and of the Debt Warrant Agreement. 9. With respect to any Stock Warrants, assuming a stock warrant agreement has been duly authorized, executed and delivered by the Corporation and a bank or trust company, as warrant agent (the "Stock Warrant Agreement"), it is my opinion that the Stock Warrants, as provided in the Stock Warrant Agreement, when duly authorized, executed and authenticated, issued and paid for, will be valid and legally binding obligations of the Corporation in accordance with and subject to the terms thereof and of the Stock Warrant Agreement. I hereby consent to the use of the foregoing opinion as Exhibit 5(a) of your Registration Statement filed with the Commission under the Act with respect to the Securities and to the use of my name in such Registration Statement and Prospectus and any Prospectus Supplement related thereto under the heading "Legal Matters". Very truly yours, Martin I. Darvick Attorney EX-5 9 universalexhibit5b.txt 5(B) CONSENT OF LEGAL MARTIN DARVICK - NOVA SCOITA EXHIBIT 5(b) GENERAL MOTORS CORPORATION 300 RENAISSANCE CENTER DETROIT, MICHIGAN 48265 December 20, 2001 GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY 1908 Colonel Sam Drive Oshawa, Ontario L1H 8P7 GENERAL MOTORS CORPORATION 300 Renaissance Center Detroit, Michigan 48265 Dear Sirs: I have acted as attorney for General Motors Corporation (the "Corporation") in connection with the preparation of a registration statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the offering by General Motors Nova Scotia Finance Company (the "Issuer") of debt securities guaranteed by the Corporation (the "Guaranteed Debt Securities") as set forth in the Registration Statement, form of prospectus with respect to the Guaranteed Debt Securities contained therein (the "Prospectus") and one or more supplements to such Prospectus (each, a Prospectus Supplement"), for issuance from time to time pursuant to Rule 415 of the Act. With respect to the Guaranteed Debt Securities, it is my opinion that the Corporation has full power and authority under the laws of Delaware, the State of its incorporation, and under its Certificate of Incorporation, as amended, to guarantee the indebtedness to be evidenced by the said securities. It is my further opinion that the Indenture dated as of October 15, 2001, among the Issuer, the Corporation, as guarantor, and Citibank, N.A., as trustee (the "Indenture"), has been duly authorized, executed and delivered and the Guaranteed Debt Securities, including the guarantees, as provided in the Indenture, when duly authorized, executed and authenticated, issued and paid for, will be valid and legally binding obligations of the Issuer and the Corporation, as the case may be, in accordance with and subject to the terms thereof and of the Indenture. I hereby consent to the use of the foregoing opinion as Exhibit 5(b) of your Registration Statement filed with the Commission under the Act with respect to the Guaranteed Debt Securities and to the use of my name in such Registration Statement and Prospectus and any Prospectus Supplement related thereto under the heading "Legal Matters". Very truly yours, Martin I. Darvick Attorney EX-5 10 universalexhibit5c.txt 5(C) CONSENT OF LEGAL STEWART MCKELVEY - NOVA SCOTIA Suite 900 Correspondence: Telephone:902.420.3200 Purdy's Wharf Tower One P.O. Box 997 Fax: 902.420.1417 1959 Upper Water Street Halifax, NS halifax@smss.com Halifax, NS Canada B3J 2X2 www.smss.com Canada B3J 3N2 Exhibit 5(c) File Reference: NS5893-5 December 20, 2001 General Motors Nova Scotia Finance Company 1908 Colonel Sam Dr. Oshawa, Ontario L1H 8P7 - -and- General Motors Corporation 300 Renaissance Center P.O. Box 3000 Detroit, Michigan 48265-3000 Re: General Motors Nova Scotia Finance Company; Registration Statement on Form S-3 Dear Sirs: We are acting as Nova Scotia counsel for General Motors Nova Scotia Finance Company ("GM Nova Scotia"), a company with unlimited liability incorporated and organized under the laws of the Province of Nova Scotia (the "Issuer") in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), for the registration of Guaranteed Debt Securities ("Guaranteed Debt Securities") to be issued by GM Nova Scotia under an indenture dated as of October, 15, 2001, among GM Nova Scotia, as Issuer, General Motors Corporation, as Guarantor and Citibank, N.A., as trustee (the "Indenture"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for purposes of this opinion. Based upon the foregoing, we are of the opinion that GM Nova Scotia is duly organized and validly existing under the laws of the Province of Nova Scotia. Based upon the foregoing, we are of the further opinion that GM Nova Scotia has the corporate capacity to enter into and perform all of its obligations contemplated by the Registration Statement and the Indenture and the Guaranteed Debt Securities to be issued pursuant to the Indenture. We consent to the reliance by Martin I. Darvick, Attorney, Legal Staff of General Motors Corporation, on our opinion for the purposes of delivering his opinion of even date herewith as included as Exhibit 5(a) to the Registration Statement. Yours very truly, /s/ Stewart McKelvey Stirling Scales EX-12 11 universalexhibit12a.txt 12(A) RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12(a) GENERAL MOTORS CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Nine Months Ended September 30, Years Ended December 31, ------------- ------------------------------------------ 2001 2000 2000 1999 1998 1997 1996 ------ ------ ------ ------ ------ ------ ------- (dollars in millions) Income from continuing operations $346 $4,363 $4,452 $5,576 $3,049 $6,483 $4,100 Income taxes 588 2,148 2,393 3,118 1,636 1,025 1,464 Losses (earnings) of nonconsolidated associates 205 224 332 325 239 105 (71) Minority interests 5 (2) (13) 28 20 (44) (53) Amortization of capitalized interest 55 52 69 66 68 56 54 ----- ----- ----- ----- ----- ----- ----- Income from continuing operations before income taxes, undistributed income of associates, and capitalized interest 1,199 6,785 7,233 9,113 5,012 7,625 5,494 ----- ----- ----- ----- ----- ----- ----- Fixed charges included in income from continuing operations Interest and related charges on debt 6,573 6,976 9,475 7,642 6,441 5,742 5,411 Portion of rentals deemed to be interest 242 394 341 284 251 264 229 ----- ----- ----- ----- ----- ----- ----- Total fixed charges included in income from continuing operations 6,815 7,370 9,816 7,926 6,692 6,006 5,640 ----- ----- ----- ----- ----- ----- ----- Earnings available for fixed charges $8,014 $14,155 $17,049 $17,039 $11,704 $13,631 $11,134 ===== ====== ====== ====== ====== ====== ====== Fixed charges Fixed charges included in income from continuing operations $6,815 $7,370 $9,816 $7,926 $6,692 $6,006 $5,640 Interest capitalized in the period 115 103 137 95 110 126 49 ----- ----- ----- ----- ----- ----- ----- Total fixed charges $6,930 $7,473 $9,953 $8,021 $6,802 $6,132 $5,689 ===== ===== ===== ===== ===== ===== ===== Ratios of earnings to fixed charges 1.16 1.89 1.71 2.12 1.72 2.22 1.96 ==== ==== ==== ==== ==== ==== ====
EX-12 12 universalexhibit12b.txt 12(B) RATIO OF EARNINGS TO FIXED CHARGES & PREF. STOCK EXHIBIT 12(b) GENERAL MOTORS CORPORATION AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERENCE STOCK DIVIDENDS
Nine Months Ended September 30, Years Ended December 31, ------------- ------------------------------------------ 2001 2000 2000 1999 1998 1997 1996 ------ ------ ------ ------ ------ ------ ------- (dollars in millions) Income from continuing operations $346 $4,363 $4,452 $5,576 $3,049 $6,483 $4,100 Income taxes 588 2,148 2,393 3,118 1,636 1,025 1,464 Losses (earnings) of nonconsolidated associates 205 224 332 325 239 105 (71) Minority interests 5 (2) (13) 28 20 (44) (53) Amortization of capitalized interest 55 52 69 66 68 56 54 ----- ----- ----- ----- ----- ----- ----- Income from continuing operations before income taxes, undistributed income of associates, and capitalized interest 1,199 6,785 7,233 9,113 5,012 7,625 5,494 ----- ----- ----- ----- ----- ----- ----- Fixed charges included in income from continuing operations Interest and related charges on debt 6,573 6,976 9,475 7,642 6,441 5,742 5,411 Portion of rentals deemed to be interest 242 394 341 284 251 264 229 ----- ----- ----- ----- ----- ----- ----- Total fixed charges included in income from continuing operations 6,815 7,370 9,816 7,926 6,692 6,006 5,640 ----- ----- ----- ----- ----- ----- ----- Earnings available for fixed charges $8,014 $14,155 $17,049 $17,039 $11,704 $13,631 $11,134 ===== ====== ====== ====== ====== ====== ====== Fixed charges Fixed charges included in income from continuing operations $6,815 $7,370 $9,816 $7,926 $6,692 $6,006 $5,640 Interest capitalized in the period 115 103 137 95 110 126 49 ----- ----- ----- ----- ----- ----- ----- Total fixed charges $6,930 $7,473 $9,953 $8,021 $6,802 $6,132 $5,689 Dividends on preference stocks 156 122 165 122 94 113 111 ----- ----- ----- ----- ----- ----- ----- Total fixed charges and dividends on preference stocks $7,086 $7,595 $10,118 $8,143 $6,896 $6,245 $5,800 ===== ===== ====== ===== ===== ===== ===== Ratio of earnings to fixed charges and dividends on preference stocks 1.13 1.86 1.68 2.09 1.70 2.18 1.92 ==== ==== ==== ==== ==== ==== ====
EX-23 13 universalexhibit23a.txt 23(A) CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23(a) INDEPENDENT AUDITORS' CONSENT GENERAL MOTORS CORPORATION We consent to the incorporation by reference in this Registration Statement on Form S-3 of General Motors Corporation of the following: o our report dated January 17, 2001 appearing on page II-14 in the Annual Report on Form 10-K of General Motors Corporation for the year ended December 31, 2000, and o our report dated January 16, 2001 appearing on page IV-32 in the Annual Report on Form 10-K of General Motors Corporation for the year ended December 31, 2000. We also consent to the references to us under the heading "Experts" in the Prospectuses and the Prospectus Supplement, which are parts of this Registration Statement. Deloitte & Touche LLP Detroit, Michigan December 4, 2001 EX-25 14 universalexhibit25a.txt 25(A) T-1 SENIOR DEBT INDENTURE OF GM Exhibit 25(a) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) ____ ------------------------ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) ----------------------- GENERAL MOTORS CORPORATION (Exact name of obligor as specified in its charter) Delaware 38-0572515 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 300 Renaissance Center Detroit, Michigan 48265-3000 (Address of principal executive offices) (Zip Code) ------------------------- DEBT SECURITIES (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Name Address ---- ------- Comptroller of the Currency Washington, D.C. Federal Reserve Bank of New York New York, NY 33 Liberty Street New York, NY Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of September 30, 2001-attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. ------------------ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 17th day of December, 2001. CITIBANK, N.A. By /s/Wafaa Orfy ------------------------------ Wafaa Orfy Assistant Vice President Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank, N.A. of New York in the State of New York, at the close of business on September 30, 2001, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District. ASSETS Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin . . . . . $12,723,000 Interest-bearing balances . . . . . . 15,986,000 Held-to-maturity securities . . . . . 0 Available-for-sale securities . . . . 42,250,000 Federal funds sold and securities purchased under agreements to resell.. . . . . . 28,213,000 Loans and leases held for sale . . . . 6,795,000 Loans and lease financing receivables: Loans and Leases, net of unearned income . . 251,317,000 LESS: Allowance for loan and lease losses . . . . . . . 4,691,000 ------------- Loans and leases, net of unearned income, allowance, and reserve. . 246,626,000 Trading assets . . . . . . . . . . . . . 34,574,000 Premises and fixed assets (including capitalized leases) . 3,927,000 Other real estate owned . . . . . . . . . 232,000 Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . 813,000 Customers' liability to this bank on acceptances outstanding . . . . . 944,000 Intangible assets: Goodwill . . . . . . . 3,738,000 Intangible assets: Other intangible assets . . . . . . . . . . . . . . . 3,402,000 Other assets . . . . . . . . . . . . . . 24,063,000 ---------- TOTAL ASSETS . . . . . . . . . . . . . . $424,286,000 ============ LIABILITIES Deposits: In domestic offices . . .. . . $ 90,996,000 Noninterest- bearing . . . . . . . . . 16,729,000 Interest- bearing . . . . . . . . . . . 74,267,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . 206,485,000 Noninterest- bearing . . .. . . . . . .. 14,474,000 Interest- bearing . . . . . . . . . . . 192,011,000 Federal funds purchased and securities sold under agreements to repurchase . . . . . . . . . .. 21,926,000 Demand notes issued to the U.S. Treasury . . . . . .. . . . . 0 Trading liabilities . . . . . . . . . .. 19,036,000 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss . . . . . . . . . . .. 23,128,000 Bank's liability on acceptances executed and outstanding . . . . . 944,000 Subordinated notes and debentures . . .. 9,350,000 Other liabilities . . . . . . . . . . .. 21,755,000 ---------- TOTAL LIABILITIES . . . . . . . . . . .. $393,620,000 ----------- Minority interest in consolidated Subsidiaries.. .. .. .. .. .. .. .. .. . 204,000 EQUITY CAPITAL Perpetual preferred stock and related surplus . . . . . . . . .. 350,000 Common stock . . . . . . . . . . . . .. 751,000 Surplus . . . . . . . . . . . . . . . . 12,843,000 Retained Earnings . . . . . . . . . . . 17,625,000 Accumulated net gains (losses) on cash flow hedges . . .. . . . . -1,107,000 Other equity capital components . . . .. 0 ---------- TOTAL EQUITY CAPITAL . . . . .. . .. . . $30,462,000 ---------- TOTAL LIABILITIES AND EQUITY CAPITAL . . . . . . . . . . . . .. $424,286,000 ============ I, Roger W. Trupin, Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN CONTROLLER We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. ALAN S. MACDONALD WILLIAM R. RHODES VICTOR J. MENEZES DIRECTORS EX-25 15 universalexhibit25b.txt 25(B) T-1SUBORDINATED DEBT INDENTURE OF GM Exhibit 25(b) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) ____ ------------------------ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) ----------------------- GENERAL MOTORS CORPORATION (Exact name of obligor as specified in its charter) Delaware 38-0572515 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 300 Renaissance Center Detroit, Michigan 48265-3000 (Address of principal executive offices) (Zip Code) ------------------------- SUBORDINATED DEBT SECURITIES (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Name Address ---- ------- Comptroller of the Currency Washington, D.C. Federal Reserve Bank of New York New York, NY 33 Liberty Street New York, NY Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of September 30, 2001-attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. ------------------ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 18th day of December, 2001. CITIBANK, N.A. By /s/Wafaa Orfy ------------------------------ Wafaa Orfy Assistant Vice President Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank, N.A. of New York in the State of New York, at the close of business on September 30, 2001, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District. ASSETS Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin . . . . . $12,723,000 Interest-bearing balances . . . . . . 15,986,000 Held-to-maturity securities . . . . . 0 Available-for-sale securities . . . . 42,250,000 Federal funds sold and securities purchased under agreements to resell.. . . . . . 28,213,000 Loans and leases held for sale . . . . 6,795,000 Loans and lease financing receivables: Loans and Leases, net of unearned income . . 251,317,000 LESS: Allowance for loan and lease losses . . . . . . . 4,691,000 ------------- Loans and leases, net of unearned income, allowance, and reserve. . 246,626,000 Trading assets . . . . . . . . . . . . . 34,574,000 Premises and fixed assets (including capitalized leases) . 3,927,000 Other real estate owned . . . . . . . . . 232,000 Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . 813,000 Customers' liability to this bank on acceptances outstanding . . . . . 944,000 Intangible assets: Goodwill . . . . . . . 3,738,000 Intangible assets: Other intangible assets . . . . . . . . . . . . . . . 3,402,000 Other assets . . . . . . . . . . . . . . 24,063,000 ---------- TOTAL ASSETS . . . . . . . . . . . . . . $424,286,000 ============ LIABILITIES Deposits: In domestic offices . . .. . . $ 90,996,000 Noninterest- bearing . . . . . . . . . 16,729,000 Interest- bearing . . . . . . . . . . . 74,267,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . 206,485,000 Noninterest- bearing . . .. . . . . . .. 14,474,000 Interest- bearing . . . . . . . . . . . 192,011,000 Federal funds purchased and securities sold under agreements to repurchase . . . . . . . . . .. 21,926,000 Demand notes issued to the U.S. Treasury . . . . . .. . . . . 0 Trading liabilities . . . . . . . . . .. 19,036,000 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss . . . . . . . . . . .. 23,128,000 Bank's liability on acceptances executed and outstanding . . . . . 944,000 Subordinated notes and debentures . . .. 9,350,000 Other liabilities . . . . . . . . . . .. 21,755,000 ---------- TOTAL LIABILITIES . . . . . . . . . . .. $393,620,000 ----------- Minority interest in consolidated Subsidiaries.. .. .. .. .. .. .. .. .. . 204,000 EQUITY CAPITAL Perpetual preferred stock and related surplus . . . . . . . . .. 350,000 Common stock . . . . . . . . . . . . .. 751,000 Surplus . . . . . . . . . . . . . . . . 12,843,000 Retained Earnings . . . . . . . . . . . 17,625,000 Accumulated net gains (losses) on cash flow hedges . . .. . . . . -1,107,000 Other equity capital components . . . .. 0 ---------- TOTAL EQUITY CAPITAL . . . . .. . .. . . $30,462,000 ---------- TOTAL LIABILITIES AND EQUITY CAPITAL . . . . . . . . . . . . .. $424,286,000 ============ I, Roger W. Trupin, Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN CONTROLLER We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. ALAN S. MACDONALD WILLIAM R. RHODES VICTOR J. MENEZES DIRECTORS EX-25 16 universalexhibit25c.txt 25(C) T-1 INDENTURE OF GM NOVA SCOTIA Exhibit 25(c) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) ____ ------------------------ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) ----------------------- GENERAL MOTORS NOVA SCOTIA FINANCE COMPANY (Exact name of obligor as specified in its charter) NOVA SCOTIA 38-0572515 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1908 Colonel Sam Sr. Oshawa, Ontario L1H 8P7 (Address of principal executive offices) (Zip Code) ------------------------- Debt Securities (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Name Address ---- ------- Comptroller of the Currency Washington, D.C. Federal Reserve Bank of New York New York, NY 33 Liberty Street New York, NY Federal Deposit Insurance Corporation Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of September 30, 2001 - attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. ------------------ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 18th day of December, 2001. CITIBANK, N.A. By ------------------ Wafaa Orfy Assistant Vice President Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF Citibank, N.A. of New York in the State of New York, at the close of business on September 30, 2001, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District. ASSETS Thousands of dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin . . . . . $12,723,000 Interest-bearing balances . . . . . . 15,986,000 Held-to-maturity securities . . . . . 0 Available-for-sale securities . . . . 42,250,000 Federal funds sold and securities purchased under agreements to resell.. . . . . . 28,213,000 Loans and leases held for sale . . . . 6,795,000 Loans and lease financing receivables: Loans and Leases, net of unearned income . . 251,317,000 LESS: Allowance for loan and lease losses . . . . . . . 4,691,000 ------------- Loans and leases, net of unearned income, allowance, and reserve. . 246,626,000 Trading assets . . . . . . . . . . . . . 34,574,000 Premises and fixed assets (including capitalized leases) . 3,927,000 Other real estate owned . . . . . . . . . 232,000 Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . 813,000 Customers' liability to this bank on acceptances outstanding . . . . . 944,000 Intangible assets: Goodwill . . . . . . . 3,738,000 Intangible assets: Other intangible assets . . . . . . . . . . . . . . . 3,402,000 Other assets . . . . . . . . . . . . . . 24,063,000 ---------- TOTAL ASSETS . . . . . . . . . . . . . . $424,286,000 ============ LIABILITIES Deposits: In domestic offices . . .. . . $ 90,996,000 Noninterest- bearing . . . . . . . . . 16,729,000 Interest- bearing . . . . . . . . . . . 74,267,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . 206,485,000 Noninterest- bearing . . .. . . . . . .. 14,474,000 Interest- bearing . . . . . . . . . . . 192,011,000 Federal funds purchased and securities sold under agreements to repurchase . . . . . . . . . .. 21,926,000 Demand notes issued to the U.S. Treasury . . . . . .. . . . . 0 Trading liabilities . . . . . . . . . .. 19,036,000 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss . . . . . . . . . . .. 23,128,000 Bank's liability on acceptances executed and outstanding . . . . . 944,000 Subordinated notes and debentures . . .. 9,350,000 Other liabilities . . . . . . . . . . .. 21,755,000 ---------- TOTAL LIABILITIES . . . . . . . . . . .. $393,620,000 ----------- Minority interest in consolidated Subsidiaries.. .. .. .. .. .. .. .. .. . 204,000 EQUITY CAPITAL Perpetual preferred stock and related surplus . . . . . . . . .. 350,000 Common stock . . . . . . . . . . . . .. 751,000 Surplus . . . . . . . . . . . . . . . . 12,843,000 Retained Earnings . . . . . . . . . . . 17,625,000 Accumulated net gains (losses) on cash flow hedges . . .. . . . . -1,107,000 Other equity capital components . . . .. 0 ---------- TOTAL EQUITY CAPITAL . . . . .. . .. . . $30,462,000 ---------- TOTAL LIABILITIES AND EQUITY CAPITAL . . . . . . . . . . . . .. $424,286,000 ============ I, Roger W. Trupin, Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN CONTROLLER We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. ALAN S. MACDONALD WILLIAM R. RHODES VICTOR J. MENEZES DIRECTORS -----END PRIVACY-ENHANCED MESSAGE-----