Common use of Commercial Paper Rate Clause in Contracts

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described below) of the per annum rate (quoted on a bank discount basis) for the relevant Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity 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 of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Commercial Paper-Nonfinancial." If such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Interest Determination Date for commercial paper 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 yet published either in H.15(519) or by the Federal Reserve Bank of New York, the Commercial Paper Rate for such Interest Reset Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of 11:00 a.m., New York City time, on such Commercial Paper Rate Interest Determination Date, of three leading dealers of U.S. dollar commercial paper in the City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of the specified Index Maturity placed for a nonfinancial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized statistical rating agency; provided, however, that if fewer than -------- ------- three dealers selected by the Calculation Agent are quoting as mentioned in this sentence, the Commercial Paper Rate for such Interest Reset Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- specified on the face hereof as the The term “Commercial Paper Rate” for a particular Floating Rate Note, the Commercial Paper --- Rate shall be determined as of unless otherwise indicated in the applicable Interest Determination Date (a "Commercial Paper Rate Company Order, shall mean, with respect to any Interest Determination Date") as , the Money Market Yield (calculated as described below) on such date of the per annum rate (quoted for commercial paper having the Index Maturity specified in such Company Order, as such rate shall be published in H.15(519) under the caption “Commercial Paper– Nonfinancial” or, if not so published by 3:00 P.M., New York City time, on a bank discount basis) for the relevant related Calculation Date, the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity specified in the applicable Company Order as published by in H.15 Daily Update, or such other recognized electronic source used for the Board purpose of Governors of the Federal Reserve System in "Statistical Release H.15(519)displaying such rate, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "caption “Commercial Paper-–Nonfinancial." ” If such rate is not yet published before in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Rate Interest Determination Date for commercial paper 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 yet published either in H.15(519) or by the Federal Reserve Bank of New York, the Commercial Paper Rate for such Interest Reset Date shall will be calculated by the Calculation Agent and shall will be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. dollar commercial paper in the The City of New York (which may include the AgentsAgents or their affiliates) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity specified in the applicable Pricing Supplement placed for a nonfinancial issuer industrial issuers whose bond rating is "AA“Aa," ” or the equivalent, from a nationally recognized statistical rating agencyorganization; provided, however, that if fewer than -------- ------- three the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted for commercial paper having the Index Maturity as published in H.15(519) under the caption "Commercial Paper-Nonfinancial" or, if not so published by 3:00 P.M., New York City time, on a bank discount basis) for the relevant related Calculation Date, the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity as published by in H.15 Daily Update, or such other recognized electronic source used for the Board purpose of Governors of the Federal Reserve System in "Statistical Release H.15(519)displaying such rate, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading caption "Commercial Paper-Nonfinancial." ". If such rate is not yet published before 3:00 p.m.in H.15(519), New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Interest Determination Date for commercial paper having the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, under the heading "Selected H.15 Daily Rates." If Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation Date such rate is not yet published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. United States dollar commercial paper in the The City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity placed for a nonfinancial issuer industrial issuers whose bond rating is "AA," Aa", or the equivalent, from a nationally recognized statistical rating agencyorganization; providedPROVIDED, howeverHOWEVER, that if fewer than -------- ------- three the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted on a bank discount basis) for the relevant Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity 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 of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Commercial Paper-NonfinancialPaper - NonFinancial." If In the event that such rate is not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be the Money Market Yield of such the rate on such Commercial Paper Interest Determination Date for commercial paper having the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, in Composite Quotations under the heading "Selected Daily Rates.Commercial Paper" (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 days or 90 days, respectively). If such rate is not yet published in either H.l5(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 yet published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. dollar commercial paper in the The City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity placed for a nonfinancial an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized statistical rating agencyorganization; provided, however, that if fewer than -------- ------- three the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- --------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted on a bank discount basis) for the relevant Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity 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 of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Commercial Paper-Nonfinancial." If ". In the event that such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Interest Determination Date for commercial paper 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.P.M., New York City time, on such Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date will be the Money Market Yield of the rate for commercial paper having the Index Maturity as published in Composite Quotations under the heading "Commercial Paper" (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 days or 90 days, respectively). If such rate is not yet published in either in H.15(519) or Composite Quotations by the Federal Reserve Bank of 3:00 P.M., New YorkYork City time, on such Calculation Date, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. dollar commercial paper in the The City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity placed for a nonfinancial an industrial issuer whose bond rating is "AA," ", or the equivalent, from a nationally recognized statistical rating agencyorganization; provided, however, that if fewer than -------- ------- three the dealers so selected by the -------- ------- Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Subordinated Note is ----------------------- specified on the face hereof as the Commercial Paper Rate, as specified on the face hereof, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "“Commercial Paper Rate Interest Determination Date"”) as the Money Market Yield (calculated as described belowdefined hereinafter) on such date of the per annum rate (quoted for commercial paper having the Index Maturity specified on a bank discount basisthe face hereof as published in H.15(519) for under the relevant caption “Commercial Paper-Nonfinancial” or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper 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(519H.15 Daily Update (as defined hereinafter), Selected Interest Rates" or any successor publication such other recognized electronic source used for the purpose of the Board of Governors of the Federal Reserve System ("H.15(519)") displaying such rate, under the heading "caption “Commercial Paper-Nonfinancial." ” If such rate is not yet published before 3:00 p.m.in H.15(519), New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Interest Determination Date for commercial paper having the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, under the heading "Selected H.15 Daily Rates." If Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation Date such rate is not yet published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall will be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. United States dollar commercial paper in the The City of New York (which may include the AgentsDealers or their Affiliates) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity specified on the face hereof placed for a nonfinancial issuer industrial issuers whose bond rating is "AA“Aa," ” or the equivalent, from a nationally recognized statistical rating agencyorganization; provided, however, that if fewer than -------- ------- three the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted for commercial paper having the Index Maturity specified on a bank discount basisthe face hereof as published in H.15(519) for under the relevant heading "Commercial Paper-Nonfinancial" or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity as published by in H.15 Daily Update, or such other recognized electronic source used for the Board purpose of Governors of the Federal Reserve System in "Statistical Release H.15(519)displaying such rate, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading caption "Commercial Paper-Nonfinancial." If such rate is not yet published before in H.15(5I9), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Rate Interest Determination Date for commercial paper 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 yet published either in H.15(519) or by the Federal Reserve Bank of New York, the Commercial Paper Rate for such Interest Reset Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. United States dollar commercial paper in the The City of New York (which may include the AgentsAgents or their affiliates) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity specified on the face hereof placed for a nonfinancial issuer industrial issuers whose bond rating is "AA," Aa", or the equivalent, from a nationally recognized statistical rating agencyorganization; provided, however, that if fewer than -------- ------- three the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- --------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted on a bank discount basis) for the relevant Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity 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 of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Commercial Paper-Nonfinancial." If such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Interest Determination Date for commercial paper 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 in H.15(519) by 3:00 p.m.P.M., New York City time, on such Calculation Date such rate is not yet published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum offered rates (quoted on a bank discount basis), ) as of 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. dollar commercial paper in the The City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity placed for a nonfinancial an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized statistical rating agency; provided, however, that if fewer than -------- ------- three dealers selected by -------- ------- the Calculation Agent are quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- --------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted on a bank discount basis) for the relevant Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity 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 of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Commercial Paper-Nonfinancial." If such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Interest Determination Date for commercial paper 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 in H.15(519) by 3:00 p.m.P.M., New York City time, on such Calculation Date such rate is not yet published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum offered rates (quoted on a bank discount basis), ) as of 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. dollar commercial paper in the The City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity placed for a nonfinancial an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized statistical rating agency; provided, however, that if fewer than -------- ------- three dealers selected by the -------- ------- Calculation Agent are quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted on a bank discount basis) for the relevant Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity 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 of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading caption "Commercial Paper-Nonfinancial." If ". In the event that such rate is not published before by 3:00 p.m.P.M., New York City time, on the relevant related Calculation Date, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be the Money Market Yield of such the rate on such Commercial Paper Interest Determination Date for commercial paper having 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.Commercial Paper" (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 days or 90 days, respectively). 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 Calculation Date such rate is not yet published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. dollar commercial paper in the The City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity placed for a nonfinancial issuer non-financial entity whose bond rating is "AA," Aa", or the equivalent, from a nationally recognized statistical rating agencyorganization; provided, however, that if fewer than -------- ------- three the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.. "Money Market Yield" means a yield (expressed as a percentage) calculated in accordance with the following formula: Money Market Yield = D x 360 x 100 360 - (D x M)

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted on a bank discount basis) for the relevant Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity 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 of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Commercial Paper-Nonfinancial." If ". In the event that such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Interest Determination Date for commercial paper 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.P.M., New York City time, on such Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date will be the Money Market Yield of the rate for commercial paper having the Index Maturity as published in Composite Quotations under the heading "Commercial Paper" (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 days or 90 days, respectively). If such rate is not yet published in either in H.15(519) or Composite Quotations by the Federal Reserve Bank of 3:00 P.M., New YorkYork City time, on such Calculation Date, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. dollar commercial paper in the The City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity placed for a nonfinancial an industrial issuer whose bond rating is "AA," Aa", or the equivalent, from a nationally recognized statistical rating agencyorganization; provided, however, that if fewer than -------- ------- three the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted for commercial paper having the Index Maturity as published in H.15(519) under the caption "Commercial Paper-Nonfinancial". In the event that such rate is not published by 3:00 P.M., New York City time, on a bank discount basis) for the relevant related Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date will be the Money Market Yield of the rate for commercial paper having the specified Index Maturity as published by in H.15 Daily Update, or such other recognized electronic source used for the Board purpose of Governors of the Federal Reserve System in "Statistical Release H.15(519)displaying such rate, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading caption "Commercial Paper-Nonfinancial." If such rate is not yet published before 3:00 p.m.in either H.15(519), New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Interest Determination Date for commercial paper having the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, under the heading "Selected H.15 Daily Rates." If Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation Date such rate is not yet published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. dollar commercial paper in the The City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity placed for a nonfinancial issuer industrial issuers whose bond rating is "AA," ", or the equivalent, from a nationally recognized statistical rating agencyorganization; provided, however, that if fewer than -------- ------- three the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.. "Money Market Yield" means a yield (expressed as a percentage) calculated in accordance with the following formula: Money Market Yield = D x 360 x 100 360 - (D x M)

Commercial Paper Rate. If an Interest Rate Basis for this Note is ----------------------- specified on the face hereof as the Commercial Paper Rate, the Commercial Paper --- Rate shall be determined as of the applicable Interest Determination Date (a "Commercial Paper Rate Interest Determination Date") as the Money Market Yield (calculated as described defined below) on such date of the per annum rate (quoted for commercial paper having the Index Maturity as published in H.15(519) under the caption "Commercial Paper-Nonfinancial" or, if not so published by 3:00 P.M., New York City time, on a bank discount basis) for the relevant related Calculation Date, the Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the specified Index Maturity as published by in H.15 Daily Update, or such other recognized electronic source used for the Board purpose of Governors of the Federal Reserve System in "Statistical Release H.15(519)displaying such rate, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading caption "Commercial Paper-Nonfinancial." ". If such rate is not yet published before 3:00 p.m.in either H.15(519), New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Commercial Paper Interest Determination Date for commercial paper having the specified Index Maturity as published by the Federal Reserve Bank of New York on the Internet, under the heading "Selected H.15 Daily Rates." If Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation Date such rate is not yet published either in H.15(519) or by the Federal Reserve Bank of New YorkDate, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Reset Determination Date shall will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered per annum rates (quoted on a bank discount basis), as of at approximately 11:00 a.m.A.M., New York City time, on such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of U.S. United States dollar commercial paper in the The City of New York (which may include the Agents) selected by the Calculation Agent for U.S. dollar commercial paper of having the specified Index Maturity placed for a nonfinancial issuer industrial issuers whose bond rating is "AA," Aa", or the equivalent, from a nationally recognized statistical rating agencyorganization; providedPROVIDED, howeverHOWEVER, that if fewer than -------- ------- three the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for determined as of such Commercial Paper Rate Interest Reset Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.