Item 8.01. Other Events.

Attached hereto and incorporated herein by reference are forms of Senior Medium-Term Notes, Series A, relating to the issuance and sale from time to time by the Company of up to $750,000,000 aggregate public offering price of such Medium Term Notes pursuant to Registration Statement No. 333-36410 (the "Offering"). The forms of Senior Medium-Term Notes, Series A replace the forms of Senior Medium-Term Notes, Series A that were filed with the Securities Exchange Commission with respect to the Offering on May 23, 2000.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.3 Form of Senior Medium-Term Note, Series A (Fixed Rate).

4.4 Form of Senior Medium-Term Note, Series A (Floating Rate).

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