Par Amount:

$500 Million

Credit Ratings:

Aa2/AA (Stable/Negative)

Joint-Lead Bookrunners:

Merrill Lynch, Morgan Stanley

Joint-Lead No-Books:

Bank of America, JP Morgan

Base Documentation:

SEC-Registered

Paying Agent:

Bank of New York

Trade Date:

December 12, 2006

Settlement Date:

December 15, 2006 (T+3)

Interest Accrual:

December 15, 2006

Initial Maturity Date:

January 11, 2008 (395 calendar days from and including Trade Date; not more than 397 days to satisfy 2a7)

Final Maturity Date:

January 11, 2012

Interest Payment Dates:

The 11^th of each month, commencing January 11, 2007, subject to adjustment in accordance with the Modified Following Business Day convention.

Interest Reset Rates:

The 11^th of each month, commencing January 11, 2007, subject to adjustment in accordance with the Modified Following Business Day convention. The interest determination date will occur two London Business days prior to the Interest Reset Date.

Pricing Benchmark:

1 Month $ LIBOR, except for the initial period when an interpolated LIBOR rate will apply.

Spread:

The notes will bear interest at a rate per annum equal to the sum of one month LIBOR, reset monthly, plus the applicable spread for each interest reset period as set forth below.

For Interest Reset Dates Occurring:

Coupon

From and including December 15, 2006 to but excluding January 11, 2008

1 Month LIBOR -3 (for 13 months)

From and including January 11, 2008 to but excluding January 11, 2009

1 Month LIBOR Flat

From and including January 11, 2009 to but excluding January 11, 2010

1 Month LIBOR + 1

From and including January 11, 2010 to but excluding January 11, 2011

1 Month LIBOR +2

From and including January 11, 2011 to the Final Maturity Date

1 Month LIBOR +2

Daycount Convention:

Actual / 360

Business Day Convention:

Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in New York and London.

Extension Option:

On the 11^th of each month, from January 11, 2007 to December 11, 2010 inclusive, whether or not such day is a business day (an Election Date), an Investor will have the right to extend the Maturity Date to the date occurring 366 calendar days from and including the 11^th calendar day of the month following each such monthly Election Date. However, if that 366^th calendar day is not a business day, the maturity of the notes will be extended to the business day immediately preceding such 366^th calendar day.

Extension Notice Period:

From the 5^th business day prior to Election Date, until noon, NYC time, on the Election Date. If the Election Date is not a business day, the Notice Period will be extended until noon, NYC time, on the first business day following the Election Date. Each election will be revocable during each day of the Notice Period until noon, NYC time, on the last business day of the Notice Period relating to the applicable Election Date, at which time such notice will become irrevocable.

Contingent Redemption:

If an investor elects not to extend with respect to any Election Date, the issuer may call that portion of the note in whole or in part in increments of $1,000, with not more than 20, nor less than 15 days notice, at a redemption price equal to 100% of the principal amount together with accrued and unpaid interest to the applicable contingent redemption date.

Settlement & Form of Note:

Book-entry DTC

Authorized Denominations:

$1,000 and integral multiples of $1,000 in excess thereof.

Issue Price:

100.00%

Fees:

15 bps