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                               THE EXCHANGE OFFER
The Exchange Offer..............    $1,000 principal amount of each of the
                                    Exchange Eight-Year Notes, Exchange Ten-Year
                                    Notes, and Exchange Senior Discount Notes
                                    will be issued in exchange for $1,000
                                    principal amount of each of the Original
                                    Eight-Year Notes, Original Ten-Year Notes
                                    and Original Senior Discount Notes,
                                    respectively, validly tendered pursuant to
                                    the Exchange Offer. As of the date hereof,
                                    $600 million and $1.5 billion in aggregate
                                    principal amounts of Original Eight-Year
                                    Notes and Original Ten-Year Notes,
                                    respectively, and $1.475 billion in
                                    principal amount at maturity of Original
                                    Senior Discount Notes, are outstanding. The
                                    Issuers will issue the Exchange Notes to
                                    tendering holders of Original Notes promptly
                                    after the Expiration Date.
Resales.........................    Based on interpretations by the staff of the
                                    Commission set forth in Morgan Stanley &
                                    Co., Incorporated, SEC No-Action Letter
                                    (available June 5, 1991) (the "Morgan
                                    Stanley Letter"), Exxon Capital Holdings
                                    Corporation, SEC No-Action Letter (available
                                    May 13, 1988) (the "Exxon Capital Letter")
                                    and similar letters, the Issuers believe
                                    that Exchange Notes issued pursuant to the
                                    Exchange Offer in exchange for Original
                                    Notes may be offered for resale, resold and
                                    otherwise transferred by any person
                                    receiving such Exchange Notes, whether or
                                    not such person is the holder (other than
                                    any such holder or other person which is (i)
                                    a broker-dealer that receives Exchange Notes
                                    for its own account in exchange for Original
                                    Notes, where such Original Notes were
                                    acquired by such broker-dealer as a result
                                    of market-making or other trading
                                    activities, or (ii) an "affiliate" of the
                                    Issuers within the meaning of Rule 405 under
                                    the Securities Act (collectively,
                                    "Restricted Holders")) without compliance
                                    with the registration and prospectus
                                    delivery provisions of the Securities Act,
                                    provided that (a) such Exchange Notes are
                                    acquired in the ordinary course of business
                                    of such holder or other person, (b) neither
                                    such holder nor such other person is engaged
                                    in or intends to engage in a distribution of
                                    such Exchange Notes, and (c) neither such
                                    holder nor other person has any arrangement
                                    or understanding with any person to
                                    participate in the distribution of such
                                    Exchange Notes. If any person were to be
                                    participating in the Exchange Offer for the
                                    purposes of participating in a distribution