Medium-term notes are corporate debt obligations offered to investors continuallyover a period of time by an agent of the issuer.

• They are offered to the public under SEC Rule 415 (the self registration rule). This rule allows issuers to sell securities on a continuous basis so that issuers have the flexibility to issue securities in favorable market conditions.

• They are priced at a spread to the Treasury yield curve at the time of the offering and typically issued at par.

• The maturities vary from 9 months to 30 years. Note that the term "medium-term notes" is not related to the term to maturity of the securities.

• Borrowers can issue fixed- or floating-rate MTNs.

MTNs differ from bonds in the manner in which they are distributedto investors when they are initially sold.

• MTNs are registered with the SEC under shelf registration, while corporate bonds are registered with the SEC under the regular registration requirements.

• MTNs are usually distributed on a best-efforts basis by an agent, while corporate bonds are typically underwritten by investment bankers. Investment bankers purchase corporate bonds from the issuer, and thus guarantee the issuer's proceeds from bond issuance.

• When they are offered, MTNs are usually sold in relatively small amounts on either a continuous or an intermittent basis, while bonds are sold in large, discrete offerings. It's difficult for issuers of corporate bonds to take advantage of favorable market conditions.

Each form of debt has advantages under particular circumstances.