---

(1)

Omitted pursuant to Form S-3 General Instruction II.E. An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r), the registrants are deferring payment of all of the registration fee.

(2)	Pursuant to Rule 457(n), no separate registration fee is payable with regard to the guarantees.

*	The co-registrants listed on the following pages are also included in this Form S-3 Registration Statement as additional registrants.

---

---

---

---

---

---

---

---

**	Uses Employer Identification Number used by its sole member.

---

•	common stock;

•	preferred stock;

•	warrants to purchase common stock or preferred stock issued by Toll Brothers, Inc. or debt securities issued by Toll Corp., First Huntingdon Finance Corp. or Toll Brothers Finance Corp.; and

•	guarantees of debt securities issued by Toll Corp., First Huntingdon Finance Corp. or Toll Brothers Finance Corp.

---

---

---

•	Boston, Massachusetts, metropolitan area

•	Fairfield, Hartford, New London, and New Haven Counties, Connecticut

•	Westchester and Dutchess County, New York

•	Boroughs of Manhattan and Brooklyn in New York City

•	Central and northern New Jersey

•	Philadelphia, Pennsylvania metropolitan area

•	Lehigh Valley area of Pennsylvania

•	Virginia and Maryland suburbs of Washington, D.C.

•	Raleigh and Charlotte, North Carolina metropolitan areas

•	Southeast and southwest coasts and the Jacksonville and Orlando areas of Florida

•	Detroit, Michigan metropolitan area

•	Chicago, Illinois metropolitan area

•	Minneapolis/St. Paul, Minnesota metropolitan area

•	Dallas, Houston, and Austin, Texas metropolitan areas

•	Denver, Colorado metropolitan area and Fort Collins, Colorado

•	Phoenix, Arizona metropolitan area

•	Las Vegas and Reno Nevada, metropolitan areas

•	Boise, Idaho metropolitan area

•	San Diego and Palm Springs, California areas

•	Los Angeles, California metropolitan area

•	San Francisco Bay, Sacramento, and San Jose areas of northern California, and

•	Seattle, Washington metropolitan area

---

•	Annual Report on Form 10-K of Toll Brothers, Inc. for the fiscal year ended October 31, 2017, filed with the SEC on December 21, 2017;

•	portions of the Definitive Proxy Statement of Toll Brothers Inc. on Schedule 14A filed with the SEC on February 1, 2018 that are incorporated by reference into Part III of the Annual Report of Toll Brothers, Inc. for the fiscal year ended October 31, 2017; and

•	the description of the common stock of Toll Brothers, Inc. contained in its Registration Statement on Form 8-A of Toll Brothers, Inc., filed with the SEC on June 19, 1986, and any amendment or report filed to update the description.

---

---

•	the number of shares and their designation and title;

•	the dividend rate or the method of calculating the dividend rate, if applicable;

•	the priority as to payment of dividends;

•	the dividend periods or the method of calculating the dividend periods, if applicable;

•	the voting rights, if any;

•	the liquidation preference and the priority as to payment of the liquidation preference upon our liquidation or winding-up;

•	whether and on what terms the shares will be subject to redemption or repurchase at our option;

•	whether and on what terms the shares will be convertible into or exchangeable for other debt or equity securities;

•	whether the shares will be listed on a securities exchange; and

•	the other rights and privileges and any qualifications, limitations or restrictions relating to the shares.

---

---

•	any vacancy on the Board of Directors or any newly created directorship will be filled by the remaining directors then in office, though they may constitute less than a quorum; and

•	advance notice of stockholder nominations for the elections of directors must be given in the manner provided by our bylaws.

---

•	our common stock

•	our preferred stock; or

•	our debt securities.

•	the procedures and conditions relating to the exercise of the common stock warrants;

•	the number of shares of common stock, if any, issued with the common stock warrants;

•	the date, if any, on and after which the common stock warrants and any related shares of common stock will be separately transferable;

•	the offering price, if any, of the common stock warrants;

•	the number of shares of common stock that may be purchased upon exercise of the common stock warrants and the price or prices at which the shares may be purchased upon exercise;

•	the date on which the right to exercise the common stock warrants will begin and the date on which the right will expire;

•	a discussion of the material United States federal income tax considerations applicable to the exercise of the common stock warrants;

•	call provisions, if any, of the common stock warrants; and

---

•	any other material terms of the common stock warrants.

•	the designation and terms of the shares of preferred stock that may be purchased upon exercise of the preferred stock warrants and the procedures and conditions relating to the exercise of the preferred stock warrants;

•	the designation and terms of any related shares of preferred stock with which the preferred stock warrants are issued and the number of shares of the preferred stock, if any, issued with preferred stock warrants;

•	the date, if any, on and after which the preferred stock warrants and any related shares of preferred stock will be separately transferable;

•	the offering price, if any, of the preferred stock warrants;

•	the number of shares of preferred stock which may be purchased upon exercise of the preferred stock warrants and the initial price or prices at which the shares may be purchased upon exercise;

•	the date on which the right to exercise the preferred stock warrants will begin and the date on which the right will expire;

•	a discussion of the material United States federal income tax considerations relevant to the exercise of the preferred stock warrants;

•	call provisions, if any, of the preferred stock warrants; and

•	any other material terms of the preferred stock warrants.

---

•	the issuer of the debt securities that may be purchased upon exercise of the debt warrants, the designation, number, stated value and terms of those debt securities, the terms of the related guarantees and the procedures and conditions relating to the exercise of the debt warrants;

•	the designation and terms of any debt securities and related guarantees with which the debt warrants are issued and the number of the debt warrants issued with each debt security;

•	the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable;

•	the principal amount of debt securities which may be purchased upon exercise of each debt warrant and the price at which the principal amount of debt securities may be purchased upon exercise of the debt warrant;

•	the date on which the right to exercise the debt warrants will begin and the date on which the right will expire;

•	a discussion of the material United States federal income tax considerations relevant to the exercise of the debt warrants;

•	whether the debt warrants represented by the debt warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered;

•	call provisions, if any, of the debt warrants; and

•	any other material terms of the debt warrants.

---

---

•	their title and, if other than denominations of $1,000 and any integral multiple thereof, the denominations in which they will be issuable;

•	their price or prices (expressed as a percentage of the respective aggregate principal amount of the debt securities) at which they will be issued;

•	their total principal amount and, if applicable, the terms on which the principal amount of the series may be increased by a subsequent offering of additional debt securities of the same series;

•	the interest rate (which may be fixed or variable and which may be zero in the case of certain debt securities issued at an issue price representing a discount from the principal amount payable at maturity), the date or dates from which interest, if any, will accrue and the circumstances, if any, in which the issuer may defer interest payments;

•	any special provisions for the payment of any additional amounts with respect to the debt securities;

•	any provisions relating to the seniority or subordination of all or any portion of the indebtedness evidenced by the securities to other indebtedness of the issuer;

•	the date or dates on which principal and premium, if any, are payable or the method of determining those dates;

•	the dates and times at which interest, if any, will be payable, the record date for any interest payment and the person to whom interest will be payable if other than the person in whose name the debt security is registered at the close of business on the record date for the interest payment;

•	the place or places where principal, premium, if any, and interest, if any, will be payable;

•	the terms applicable to any “original issue discount” (as defined in the Internal Revenue Code of 1986, as amended, and the related regulations), including the rate or rates at which the original issue discount will accrue, and any special federal income tax and other considerations;

•

the right or obligation, if any, of the issuer to redeem or purchase debt securities under any sinking fund or analogous provisions or at the option of a holder of debt securities, or otherwise, the conditions, if any, giving rise to the right or obligation and the period or periods within which, and the price or prices at which and the terms and conditions upon which, debt securities will be redeemed or purchased, in whole or in part, and any provisions for the marketing of the debt securities;

•	if the amount of payments of principal, premium, if any, and interest, if any, is to be determined by reference to an index, formula or other method, the manner in which these amounts are to be determined and the calculation agent, if any, with respect to the payments;

•	if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities which will be payable upon declaration or acceleration of the stated maturity of the debt securities pursuant to an “Event of Default,” as defined in the applicable indenture;

•	whether the debt securities will be issued in registered or bearer form and the terms of these forms;

•	whether the debt securities will be issued in certificated or book-entry form and, if applicable, the identity of the depositary;

•	any provision for electronic issuance or issuances in uncertificated form;

•	any listing of the debt securities on a securities exchange;

---

•	any events of default or covenants in addition to or in place of those described in this prospectus;

•	the terms, if any, on which the debt securities will be convertible into or exchangeable for other debt or equity securities, including without limitation the conversion price, the conversion period and any other provisions in addition to or in place of those included in this prospectus;

•	the collateral, if any, securing payments with respect to the debt securities and any provisions relating to the collateral;

•	whether and upon what terms the debt securities may be defeased; and

•	any other material terms of that series of debt securities.

•	the issuance of our common stock as a dividend or distribution on our common stock;

•	the subdivision, combination or reclassification of our outstanding common stock;

---

•	the issuance of rights or warrants, expiring within 45 days after the record date for issuance, to the holders of our common stock generally entitling them to acquire shares of our common stock at less than the common stock’s then “Current Market Price” as defined in the indenture;

•	the distribution to holders of our common stock, generally, of evidences of indebtedness or our assets, excluding cash dividends paid from retained earnings and dividends or distributions payable in stock for which adjustment is otherwise made; or

•	the distribution to the holders of our common stock, generally, of rights or warrants to subscribe for our securities, other than those for which adjustment is otherwise made.

•	any consolidation or merger to which we are a party other than a merger or consolidation in which we are the continuing corporation;

•	any sale or conveyance to another corporation of our property as an entirety or substantially as an entirety; or

•	any statutory exchange of securities with another corporation, including any exchange effected in connection with a merger of a third corporation into us.

•	each series of debt securities will be issued in registered form only, without coupons;

•	payment of principal, premium, if any, and interest, if any, on each series of the debt securities will be payable at the office or agency of the issuer of that series maintained for this purpose; and

•	the exchange, conversion and transfer of each series of debt securities may be registered at the office or agency of the issuer of that series maintained for this purpose and at any other office or agency maintained for this purpose.

---

•	by the depositary for the registered global security to a nominee for the depositary;

•	by a nominee of the depositary to the depositary or to another nominee of the depositary; or

•	by the depositary or its nominee to a successor depositary or a nominee of a successor depositary.

•	ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for the registered global security (each a “participant” and, collectively, the “participants”) or persons holding interests through the participants;

•	after the issuer of a series of debt securities issues the registered global security for the series, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal amounts of the debt securities of that series represented by the registered global security beneficially owned by the participants;

•	the underwriters, agents or dealers participating in the distribution of the debt securities will designate the accounts to be credited;

•	only a participant or a person that may hold an interest through a participant may be the beneficial owner of a registered global security; and

•	ownership of beneficial interests in the registered global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depositary for the registered global security for interests of the participants, and on the records of the participants for interests of persons holding through the participants.

•	will not be entitled to have the debt securities represented by a registered global security registered in their names;

•	will not receive or be entitled to receive physical delivery of the debt securities in definitive form; and

•	will not be considered the owners or holders of the debt securities under the indenture.

---

•	a “Guarantor” (as defined in the indenture) or the issuer of that series of debt securities fails to pay interest due on any debt securities of that series for 30 days;

•	a Guarantor or the issuer of that series of debt securities fails to pay the principal of any debt securities of that series when due;

•

a Guarantor that is a “Significant Subsidiary” (as defined in the indenture), Toll Brothers, Inc. or the issuer of that series of debt securities fails to perform any other agreements contained in the debt securities of that series or in the guarantee relating to that series of debt securities or contained in the indenture for that series of debt securities and applicable to that series for a period of 60 days after the issuer’s receipt of notice of the default from the trustee under the indenture or from the holders of at least 25% in principal of the debt securities of that series;

•

any default under an instrument evidencing or securing any of the issuer’s indebtedness or the indebtedness of any Guarantor aggregating $10,000,000 or more in aggregate principal amount, resulting in the acceleration of such indebtedness, or due to the failure to pay such indebtedness at maturity, upon acceleration or otherwise; provided that, subject to certain limitations described in the indenture, the term “indebtedness” does not include for this purpose an acceleration of or default on certain “Non-Recourse Indebtedness,” as that term is defined in the indenture and described below;

•	any one of various events of bankruptcy, insolvency or reorganization specified in the indenture occurs with respect to Toll Brothers, Inc., a Significant Subsidiary, or the issuer of that series of debt securities; or

•	the guarantee of a Guarantor relating to that series of debt securities ceases to be in full force and effect for any reason other than in accordance with its terms.

---

•	the holder gives to the trustee written notice of a continuing Event of Default;

•	the holders of not less than 25% in total principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;

•	the holder offers the trustee indemnity satisfactory to it against any loss, liability or expense;

•	the trustee fails to comply with the holder’s request within 60 days after receipt of the written request and offer of indemnity; and

---

•	the trustee, during the same 60-day period, has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the aforementioned written request of holders.

•

the resulting, surviving, receiving or leasing person is, in the case of the issuer of the debt securities or Toll Brothers, Inc., a corporation organized and existing under the laws of the United States of America or a state thereof or, in the case of any “Guarantor” (as defined in the indenture), a corporation or other legal entity organized and existing under the laws of the United States of America or a state thereof;

•	such person assumes by a supplemental indenture all the obligations of the issuer of the debt securities, Toll Brothers, Inc. or such Guarantor, as the case may be; and

•	immediately after giving effect to the transaction no “Default” or “Event of Default,” as these terms are defined in the indenture, has occurred and is continuing.

•	reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;

•	reduce the rate or extend the time for payment of interest on the debt securities;

•	reduce the principal amount of, or premium on, the debt securities;

•	change the maturity of any debt securities;

•	change the redemption provisions;

•	modify the subordination or guarantee provisions in a manner adverse to holders of any series of debt securities;

•	make the medium or place of payment other than that stated in the debt securities;

•	impair the right to bring suit for the enforcement of any of these payments; and

•	modify the provisions regarding modifications to the indenture or waivers of a past Default or Events of Default in the payment of the principal of or interest on any series of debt securities that will be effective against any holders of any series of debt securities.

---

•	upon payment of all the series of debt securities issued under the indenture; or

•	subject to other conditions contained in the indenture, upon deposit with the trustee of funds sufficient for the payment of principal of and interest on the debt securities to maturity.

---

•	their title and, if other than denominations of $1,000 and any integral multiple thereof, the denominations in which they will be issuable;

•	their price or prices (expressed as a percentage of the respective aggregate principal amount of the subordinated debt securities) at which they will be issued;

•	their total principal amount and, if applicable, the terms on which the principal amount of the series may be increased by a subsequent offering of additional subordinated debt securities of the same series;

•	the interest rate (which may be fixed or variable and which may be zero in the case of certain subordinated debt securities issued at an issue price representing a discount from the principal amount payable at maturity), the date or dates from which interest, if any, will accrue and the circumstances, if any, in which the issuer may defer interest payments;

•	any special provisions for the payment of any additional amounts with respect to the subordinated debt securities;

•	any provisions relating to the seniority or subordination of all or any portion of the indebtedness evidenced by the securities to other indebtedness of the issuer;

•	the date or dates on which principal and premium, if any, are payable or the method of determining those dates;

---

•	the dates and times at which interest, if any, will be payable, the record date for any interest payment and the person to whom interest will be payable if other than the person in whose name the subordinated debt security is registered at the close of business on the record date for the interest payment;

•	the place or places where principal, premium, if any, and interest, if any, will be payable;

•	the terms applicable to any “original issue discount” (as defined in the Internal Revenue Code of 1986, as amended, and the related regulations), including the rate or rates at which the original issue discount will accrue, and any special federal income tax and other considerations;

•

the right or obligation, if any, of the issuer to redeem or purchase subordinated debt securities under any sinking fund or analogous provisions or at the option of a holder of subordinated debt securities, or otherwise, the conditions, if any, giving rise to the right or obligation and the period or periods within which, and the price or prices at which and the terms and conditions upon which, subordinated debt securities will be redeemed or purchased, in whole or in part, and any provisions for the marketing of the subordinated debt securities;

•	if the amount of payments of principal, premium, if any, and interest, if any, is to be determined by reference to an index, formula or other method, the manner in which these amounts are to be determined and the calculation agent, if any, with respect to the payments;

•	if other than the principal amount of the subordinated debt securities, the portion of the principal amount of the subordinated debt securities which will be payable upon declaration or acceleration of the stated maturity of the subordinated debt securities pursuant to an “Event of Default,” as defined in the applicable subordinated indenture;

•	whether the subordinated debt securities will be issued in registered or bearer form and the terms of these forms;

•	whether the subordinated debt securities will be issued in certificated or book-entry form and, if applicable, the identity of the depositary;

•	any provision for electronic issuance or issuances in uncertificated form;

•	any listing of the subordinated debt securities on a securities exchange;

•	any events of default or covenants in addition to or in place of those described in this prospectus;

•	the terms, if any, on which the subordinated debt securities will be convertible into or exchangeable for other debt or equity securities, including without limitation the conversion price, the conversion period and any other provisions in addition to or in place of those included in this prospectus;

•	the collateral, if any, securing payments with respect to the subordinated debt securities and any provisions relating to the collateral;

•	whether and upon what terms the subordinated debt securities may be defeased; and

•	any other material terms of that series of subordinated debt securities.

---

•	the issuance of our common stock as a dividend or distribution on our common stock;

•	the subdivision, combination or reclassification of our outstanding common stock;

•	the issuance of rights or warrants, expiring within 45 days after the record date for issuance, to the holders of our common stock generally entitling them to acquire shares of our common stock at less than the common stock’s then “Current Market Price” as defined in the subordinated indenture;

•	the distribution to holders of our common stock, generally, of evidences of indebtedness or our assets, excluding cash dividends paid from retained earnings and dividends or distributions payable in stock for which adjustment is otherwise made; or

•	the distribution to the holders of our common stock, generally, of rights or warrants to subscribe for our securities, other than those for which adjustment is otherwise made.

•	any consolidation or merger to which we are a party other than a merger or consolidation in which we are the continuing corporation;

---

•	any sale or conveyance to another corporation of our property as an entirety or substantially as an entirety; or

•	any statutory exchange of securities with another corporation, including any exchange effected in connection with a merger of a third corporation into us.

•	each series of subordinated debt securities will be issued in registered form only, without coupons;

•	payment of principal, premium, if any, and interest, if any, on each series of the subordinated debt securities will be payable at the office or agency of the issuer of that series maintained for this purpose; and

•	the exchange, conversion and transfer of each series of subordinated debt securities may be registered at the office or agency of the issuer of that series maintained for this purpose and at any other office or agency maintained for this purpose.

•	by the depositary for the registered global security to a nominee for the depositary;

•	by a nominee of the depositary to the depositary or to another nominee of the depositary; or

•	by the depositary or its nominee to a successor depositary or a nominee of a successor depositary.

•	ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for the registered global security (each a “participant” and, collectively, the “participants”) or persons holding interests through the participants;

•	after the issuer of a series of subordinated debt securities issues the registered global security for the series, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective

---

•	the underwriters, agents or dealers participating in the distribution of the subordinated debt securities will designate the accounts to be credited;

•	only a participant or a person that may hold an interest through a participant may be the beneficial owner of a registered global security; and

•	ownership of beneficial interests in the registered global security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depositary for the registered global security for interests of the participants, and on the records of the participants for interests of persons holding through the participants.

•	will not be entitled to have the subordinated debt securities represented by a registered global security registered in their names;

•	will not receive or be entitled to receive physical delivery of the debt securities in definitive form; and

•	will not be considered the owners or holders of the subordinated debt securities under the subordinated indenture.

---

•	a “Guarantor” (as defined in the subordinated indenture) Toll Brothers, Inc. or the issuer of that series of subordinated debt securities fails to pay interest due on any subordinated debt securities of that series for 30 days;

•	a Guarantor or the issuer of that series of subordinated debt securities fails to pay the principal of any subordinated debt securities of that series when due;

•

a Guarantor or the issuer of that series of subordinated debt securities fails to perform any other agreements contained in the subordinated debt securities of that series or in the guarantee relating to that series of subordinated debt securities or contained in the subordinated indenture for that series of subordinated debt securities and applicable to that series for a period of 60 days after the issuer’s receipt of notice of the default from the trustee under the subordinated indenture or the holders of at least 25% in principal of the subordinated debt securities of that series;

•

default in the payment of indebtedness of any Guarantor, any “Subsidiary,” as defined in the subordinated indenture, or the issuer of that series of subordinated debt securities under the terms of the instrument evidencing or securing the indebtedness which permits the holder of the indebtedness to accelerate the payment of in excess of an aggregate of $5,000,000 in principal amount of the indebtedness, after the lapse of applicable grace periods or, in the case of non-payment defaults, acceleration of the indebtedness if the acceleration is not rescinded or annulled within 10 days after the acceleration, provided that, subject to certain limitations described in the subordinated indenture, the term “indebtedness” does not include for this purpose an acceleration of or default on certain “Non-Recourse Indebtedness,” as that term is defined in the subordinated indenture;

•

a final judgment for the payment of money in an amount in excess of $5,000,000 is entered against any Guarantor, any Subsidiary, or the issuer of that series of subordinated debt securities which remains undischarged for a period during which execution is not effectively stayed of 60 days after the date on which the right to appeal has expired, provided that the term “final judgment” will not include a “Non-Recourse Judgment,” as that term is defined in the subordinated indenture, unless the book value of all property, net of any previous write downs or reserves in respect of the property, subject to the Non-Recourse Judgment exceeds the amount of the Non-Recourse Judgment by more than $10,000,000;

•

an “Event of Default”, as that term is defined in the subordinated indenture relating to any outstanding subordinated debt securities identified in the subordinated indenture (each of these series of notes being referred to below as an “Outstanding Series”), occurs, provided that on the date of the occurrence, the outstanding principal amount of at least one Outstanding Series to which the occurrence relates exceeds $5,000,000;

•	any one of various events of bankruptcy, insolvency or reorganization specified in the subordinated indenture occurs with respect to any Guarantor or the issuer of that series of subordinated debt securities; or

•	the"Guarantee" (as defined in the subordinated indenture) relating to that series of subordinated debt securities ceases to be in full force and effect for any reason other than in accordance with its terms.

---

•	the holder gives to the trustee written notice of a continuing Event of Default;

---

•	the holders of not less than 25% in total principal amount of the outstanding subordinated debt securities of that series make a written request to the trustee to pursue the remedy;

•	the holder offers the trustee indemnity satisfactory to it against any loss, liability or expense;

•	the trustee fails to comply with the holder’s request within 60 days after receipt of the written request and offer of indemnity; and

•	the trustee, during the same 60-day period, has not received from the holders of a majority in principal amount of the outstanding subordinated debt securities of that series a direction inconsistent with the aforementioned written request of holders.

•

the other person is a corporation organized and existing under the laws of the United States or a state thereof or the District of Columbia and expressly assumes by supplemental indenture all the obligations of such guarantor of the subordinated debt securities, or the issuer, as the case may be, under the subordinated indenture and either the guarantees or the subordinated debt securities, as the case may be; and

•	immediately after giving effect to the transaction no “Default” or “Event of Default,” as these terms are defined in the subordinated indenture, has occurred and is continuing.

•	extend the maturity of any subordinated debt securities;

•	reduce the rate or extend the time for payment of interest on the subordinated debt securities;

•	reduce the principal amount of, or premium on, the subordinated debt securities;

•	change the redemption provisions;

•	make a change that adversely affects the right to convert or the conversion price for any series of convertible subordinated debt securities;

•	reduce the amount of subordinated debt securities whose holders must consent to an amendment, supplement or waiver;

•	waive a default in the payment of the principal, premium, if any, or interest on any series of subordinated debt securities;

•	modify the subordination or guarantee provisions in a manner adverse to holders of any series of subordinated debt securities;

---

•	make the medium of payment other than that stated in the subordinated debt securities;

•	make any change in the right of any holder of subordinated debt securities to receive payment of principal of, premium, if any, and interest on those subordinated debt securities, or to bring suit for the enforcement of any of these payments; and

•	change the provisions regarding modifications to the subordinated indenture or waiver of Defaults or Events of Default that will be effective against any holders of any series of subordinated debt securities.

•	upon payment of all the series of subordinated debt securities issued under the subordinated indenture; or

•	upon deposit with the trustee, within one year of the date of maturity or redemption of all of the series of subordinated debt securities issued under the subordinated indenture, of funds sufficient for the payment or redemption of the securities.

---

•	directly to purchasers;

•	to or through underwriters;

•	to or through dealers;

•	to or through agents; or

•	through a combination of these methods.

•	at a fixed price or prices, which may be changed;

•	at market prices prevailing at the time of sale;

•	at prices related to prevailing market prices; or

•	at negotiated prices.

---

---

(1)	Because an indeterminate amount of securities are covered by this Registration Statement, we are deferring payment of the registration fee pursuant to Rules 456(b) and 457(r) under the Securities Act.

(2)	Because an indeterminate amount of securities are covered by this Registration Statement and the number of offerings are indeterminable, the expenses in connection with the issuance and distribution of the securities are not currently determinable.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---