Common use of CD Rate Clause in Contracts

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity as published in H.15(519) under the heading "CDs (Secondary Market)." If such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, under the heading "Selected Daily Rates." If by 3:00 p.m., New York City time, on such Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New York, the CD Rate for such Interest Reset Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of negotiable U.S. dollar certificates of deposit in the City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the specified Index Maturity in a denomination of U.S. $5,000,000; provided, however, that if -------- ------- fewer than three dealers selected as provided above by the Calculation Agent are quoting as mentioned in this sentence, the CD Rate for such Interest Reset Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, as indicated above, the CD Rate shall be determined as of on the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity specified in the applicable Pricing Supplement as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market)." If such rate is or, if not published before 3:00 p.m.by 9:00 A.M., New York City time, on the relevant related Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate set forth in H.15 Daily Update (as defined below) under the caption "CDs (Secondary Market)" on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having of the specified Index Maturity as published by specified in the applicable Pricing Supplement. "H.15 Daily Update" means the daily update of H.15 (519) available through the world wide web site of the Board of Governors of the Federal Reserve Bank System at http://www.bog.frb.fed.us/releasex/xx0/xxxxxx, xx xxx xxxxxxxxx xxxx of New York on the Internet, under the heading "Selected publication. If such rate is not yet published in either H.15 (519) or H.15 Daily Rates." If Update by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity designated in the applicable Pricing Supplement in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; provided, however, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the heading "CDs (Secondary Marketsecondary market)." If such rate is or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity specified on the face hereof as published by in H.15 Daily Update (as hereinafter defined), or such other recognized electronic source used for the Federal Reserve Bank purpose of New York on the Internetdisplaying such rate, under the heading "Selected CDs (secondary market).". If such rate is not yet published in H.15(519), H.15 Daily Rates." If Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York (which may include the agents or their respective affiliates (the "Agents," which term, as used herein, includes their respective successors) or their affiliates) selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity specified on the face hereof in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; provided, however, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation DateDate (as defined below), then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, in its daily statistical release "Composite 3:30 P.M. Quotations for United States Government Securities" or any successor publication ("Composite Quotations") under the heading "Selected Daily Rates." Certificates of Deposit". If such rate is not yet published in either H.15(519) or Composite Quotations by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market center banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; providedPROVIDED, howeverHOWEVER, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in H.15(519"Statistical Release H.15(5l9), Selected Interest Rates" or any successor publication ("H.15 (519)") under the heading "CDs (Secondary Market).," If such rate is or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation DateDate (as defined below), then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication ("Composite Quotations") under the heading "Selected Daily RatesCertificates of Deposit." If such rate is not yet published in either H.15 (519) or Composite Quotations by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent after consultation with the Company for negotiable United States dollar certificates of deposit of major United States money market banks with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; providedPROVIDED, howeverHOWEVER, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation DateDate (as defined below), then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, in its daily statistical release "Composite 3:30 P.M. Quotations for United States Government Securities" or any successor publication ("Composite Quotations") under the heading "Selected Daily Rates." Certificates of Deposit". If such rate is not yet published in either H.15(519) or Composite Quotations by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent after consultation with the Issuer for negotiable United States dollar certificates of deposit of major United States money market banks with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; providedPROVIDED, howeverHOWEVER, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- ------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, in its daily statistical release "Composite 3:30 P.M. Quotations for United States Government Securities" or any successor publication ("Composite Quotations") under the heading "Selected Daily Rates." Certificates of Deposit". If such rate is not yet published in either H.15(519) or Composite Quotations by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; provided, however, that if the dealers -------- ------- fewer than three dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs CDS (Secondary Market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation DateDate (as defined below), then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication ("Composite Quotations") under the heading "Selected Daily Rates." Certificates of Deposit". If such rate is not yet published in either H.15(519) or Composite Quotations by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; provided, however, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis Unless otherwise specified above, if this is a CD rate Note or a floating rate Note for this Note is specified on the face -------- hereof as which the CD Raterate is an applicable base rate, the “CD Rate shall be determined as of the applicable Interest Determination Date rate” means, with respect to any interest determination date (a "“CD Rate Interest Determination Date"rate interest determination date”) as the rate on such that date for negotiable U.S. dollar certificates of deposit having the index maturity specified above as published in H.15(519), as defined below, under the heading “CDs (Secondary Market).” If the CD rate cannot be determined in this manner, the following procedures shall apply. - If the rate described above is not published by 3:00 p.m., New York City time, on the relevant calculation date, then the CD rate shall be the rate on that CD rate interest determination date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity index maturity as published in H.15(519) H.15 Daily Update, as defined below, or other recognized electronic sources used for the purpose of displaying the applicable rate, under the heading "caption “CDs (Secondary Market)." If such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, under the heading "Selected Daily Rates." ” - If by 3:00 p.m., New York City time, on such Calculation Date such the applicable calculation date, that rate is not published in either in H.15(519) ), H.15 Daily Update or by the Federal Reserve Bank of New Yorkanother recognized electronic source, the CD Rate rate for such Interest Reset Date that CD rate interest determination date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such that CD Rate Interest Determination Daterate interest determination date, of three leading nonbank non-bank dealers of in negotiable U.S. dollar certificates of deposit in the The City of New York York, selected by the Calculation Agent Agent, after consultation with the Company, for negotiable U.S. dollar certificates of deposit of major U.S. money market banks for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the index maturity specified Index Maturity above in an amount that is representative for a denomination of U.S. $5,000,000; provided, however, single transaction in that if -------- ------- fewer than three market at that time. - If the dealers selected as provided described above by the Calculation Agent are not quoting rates as mentioned in this sentenceset forth above, the CD Rate rate for such Interest Reset Date will that CD interest rate determination date shall be the CD Rate rate in effect on such CD Rate Interest Determination Datefor the immediately preceding interest reset period, or if there was no interest reset period, then the rate of interest payable shall be the initial interest rate.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Determina-tion Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation DateDate (as defined below), then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Determina-tion Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, in its daily statistical release "Composite 3:30 P.M. Quotations for United States Government Securities" or any successor publication ("Composite Quotations") under the heading "Selected Daily Rates." Certificates of Deposit". If such rate is not yet published in either H.15(519) or Composite Quotations by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent (after consultation with the Company) for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; provided, however, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Calcula-tion Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Determina-tion Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation DateDate (as defined below), then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, in its daily statistical release "Composite 3:30 P.M. Quotations for United States Government Securities" or any successor publication ("Composite Quotations") under the heading "Selected Daily Rates." Certificates of Deposit". If such rate is not yet published in either H.15(519) or Composite Quotations by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; providedPROVIDED, howeverHOWEVER, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis Unless otherwise specified above, if this is a CD rate Note or a floating rate Note for this Note is specified on the face -------- hereof as which the CD Raterate is an applicable base rate, the “CD Rate shall be determined as of the applicable Interest Determination Date rate” means, with respect to any interest determination date (a "“CD Rate Interest Determination Date"rate interest determination date”) as the rate on such that date for negotiable U.S. dollar certificates of deposit having the index maturity specified above as published in H.15(519), as defined below, under the heading “CDs (Secondary Market).” If the CD rate cannot be determined in this manner, the following procedures shall apply. • If the rate described above is not published by 3:00 p.m., New York City time, on the relevant calculation date, then the CD rate shall be the rate on that CD rate interest determination date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity index maturity as published in H.15(519) H.15 Daily Update, as defined below, or other recognized electronic sources used for the purpose of displaying the applicable rate, under the heading "caption “CDs (Secondary Market)." If such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, under the heading "Selected Daily Rates." ” • If by 3:00 p.m., New York City time, on such Calculation Date such the applicable calculation date, that rate is not published in either in H.15(519) ), H.15 Daily Update or by the Federal Reserve Bank of New Yorkanother recognized electronic source, the CD Rate rate for such Interest Reset Date that CD rate interest determination date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m., New York City time, on such that CD Rate Interest Determination Daterate interest determination date, of three leading nonbank non-bank dealers of in negotiable U.S. dollar certificates of deposit in the The City of New York York, selected by the Calculation Agent Agent, after consultation with the Company, for negotiable U.S. dollar certificates of deposit of major U.S. money market banks for negotiable certificates of deposit of major United States money market banks with a remaining maturity closest to the index maturity specified Index Maturity above in an amount that is representative for a denomination of U.S. $5,000,000; provided, however, single transaction in that if -------- ------- fewer than three market at that time. • If the dealers selected as provided described above by the Calculation Agent are not quoting rates as mentioned in this sentenceset forth above, the CD Rate rate for such Interest Reset Date will that CD interest rate determination date shall be the CD Rate rate in effect on such CD Rate Interest Determination Datefor the immediately preceding interest reset period, or if there was no interest reset period, then the rate of interest payable shall be the initial interest rate.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, as indicated above, the CD Rate shall be determined as of on the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity specified in the applicable Pricing Supplement as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market)." If such rate is or, if not published before 3:00 p.m.by 9:00 A.M., New York City time, on the relevant related Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate set forth in H.15 Daily Update (as defined below) under the caption "CDs (Secondary Market)" on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having of the specified Index Maturity as published by specified in the applicable Pricing Supplement. "H.15 Daily Update" means the daily update of H.15 (519) available through the world wide web site of the Board of Governors of the Federal Reserve Bank System at http://www.bog.frb.fed.us/releases/xx0/xxxxxx, xx xxx xxxxxxxxx xxxx of New York on the Internet, under the heading "Selected publication. If such rate is not yet published in either H.15 (519) or H.15 Daily Rates." If Update by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the specified Index Maturity designated in the applicable Pricing Supplement in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; provided, however, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market).," If such rate is or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation DateDate (as defined below), then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, in its daily statistical release "Composite 3:30 P.M. Quotations for United States Government Securities" or any successor publication ("Composite Quotations") under the heading "Selected Daily RatesCertificates of Deposit." If such rate is not yet published in either H.15(519) or Composite Quotations by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall be calculated by the Calculation Agent specified on the face hereof and shall be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent after consultation with the Company for negotiable United States Dollar certificates of deposit of major United States money market banks with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; provided, however, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will shall be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication ("H.15(519)") under the heading "CDs (Secondary Market)." ". If such rate is not published before in H.15(519) by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, under the heading "Selected Daily Rates." If by 3:00 p.m., New York City time, on such Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New York, the CD Rate for such Interest Reset Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money market banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; providedPROVIDED, howeverHOWEVER, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the heading "CDs (Secondary Marketsecondary market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by in H.15 Daily Update (as hereinafter defined), or such other recognized electronic source used for the Federal Reserve Bank purpose of New York on the Internetdisplaying such rate, under the heading caption "Selected CDs (secondary market).". If such rate is not yet published in H.15(519), H.15 Daily Rates." If Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market center banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; providedPROVIDED, howeverHOWEVER, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the heading "CDs (Secondary Marketsecondary market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by in H.15 Daily Update (as hereinafter defined), or such other recognized electronic source used for the Federal Reserve Bank purpose of New York on the Internetdisplaying such rate, under the heading caption "Selected CDs (secondary market)". If such rate is not yet published in H.15(519), H.15 Daily Rates." If Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market center banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; providedPROVIDED, howeverHOWEVER, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published in 10 11 H.15(519) (as defined below) under the heading "CDs (Secondary Marketsecondary market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by in H.15 Daily Update (as hereinafter defined), or such other recognized electronic source used for the Federal Reserve Bank purpose of New York on the Internetdisplaying such rate, under the heading caption "Selected CDs (secondary market)". If such rate is not yet published in H.15(519), H.15 Daily Rates." If Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent (which may include one or more of the Agents or their affiliates) for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; provided, however, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.

CD Rate. If an Interest Rate Basis for this Note is specified on the face -------- hereof as the CD Rate, the CD Rate shall be determined as of the applicable Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable U.S. United States dollar certificates of deposit having the specified Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the heading "CDs (Secondary Marketsecondary market)." If such rate is ", or, if not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the CD Rate for such Interest Reset Date shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. United States dollar certificates of deposit having of the specified Index Maturity as published by in H.15 Daily Update (as hereinafter defined), or such other recognized electronic source used for the Federal Reserve Bank purpose of New York on the Internetdisplaying such rate, under the heading caption "Selected CDs (secondary market)". If such rate is not yet published in H.15(519), H.15 Daily Rates." If Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such the related Calculation Date such rate is not published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the CD Rate for on such CD Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent specified on the face hereof and shall will be the arithmetic mean of the secondary market offered rates, rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable U.S. United States dollar certificates of deposit in the The City of New York selected by the Calculation Agent (which may include one or more of the Agents or their affiliates) for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable United States dollar certificates of deposit with a remaining maturity closest to the specified Index Maturity in an amount that is representative for a denomination of U.S. $5,000,000single transaction in that market at that time; provided, however, that if -------- ------- fewer than three the dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate for determined as of such CD Rate Interest Reset Determination Date will be the CD Rate in effect on such CD Rate Interest Determination Date.