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ANNEX 1
To Pricing Supplement dated July 10, 2003
Issue: $50,000,000 Fixed/Variable Rate Notes Due July 28, 2008
The Notes and payments thereon generally are subject to taxation. Therefore, you should consider the tax consequences of owning and receiving payments on a Note before acquiring one.
The following discussion supplements the discussion under the caption “United States Taxation” in the Offering Circular. We have engaged Dewey Ballantine LLP as special tax counsel to review these discussions. They have given us their written legal opinion that, when read together, the two discussions correctly describe the principal U.S. federal income tax consequences applicable to beneficial owners of the Notes. These two discussions do not purport to deal with all U.S. federal tax consequences applicable to all categories of beneficial owners, some of which may be subject to special rules. In addition, these discussions may not apply to your particular circumstances for one of the reasons explained in the Offering Circular. You should consult your own tax advisors regarding the U.S. federal income tax consequences of purchasing, owning and disposing of Notes as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
Treatment of the Notes Under the OID Regulations
The Notes will qualify as “variable rate debt instruments” (VRDIs)
under the OID Regulations. The rules applicable to VRDIs generally
require that, for OID purposes, a VRDI be treated as an equivalent fixed
rate debt instrument. For this purpose, the rules assume a fixed
rate substitute for each variable rate equal to the value of the variable
rate index as of the issue date of the VRDI. Based on our assumption
of the value of the applicable variable rate index for the Notes as of
the issue date of the Notes and taking into account the actual fixed rate
payable on the Notes, the Notes for OID purposes ordinarily would be treated
as paying one fixed rate of interest for one or more periods and as paying
a higher fixed rate of interest for subsequent periods. The date
the higher fixed rate becomes effective coincides with the date that we
may redeem (“call”) the Notes. The OID Regulations contain additional
rules that apply to Debt Securities, such as the Notes, that we may redeem
before their final maturity. See “United States Taxation – U.S. Persons
-- Debt Securities That We May Redeem Before Maturity” in the Offering
Circular. Under these rules, we will be presumed, solely for OID purposes,
to exercise the call right with respect to the Notes, because doing so
would lower the yield to maturity of the Notes. If we do not exercise
the call right, the Notes will be deemed to be retired and reissued at
the call price for purposes of determining subsequent accruals of interest
and OID. As a result of these rules, the Notes will not have OID
solely as a result of the structure of their interest rates, because the
Notes will not be treated as bearing interest at more than one fixed rate.