Common use of Determination of CD Rate Clause in Contracts

Determination of CD Rate. If an Interest Rate Basis for this Note is the CD Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In the event that such rate is not so published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading "CDs (secondary market)". If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will 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 United States dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such date.

Determination of CD Rate. If an the Interest Rate Reset Basis for this Note specified above is the CD Rate, as specified on the face hereof (or, if interest rate with respect to this Note is in global form, in the Pricing Supplement), will be the CD Rate shall be determined plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as of the applicable Interest Determination Date (a "specified above. “CD Rate Rate” means, with respect to any Interest Determination Date") as , the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15(519) (as defined below) under the heading "caption “CDs (Secondary Marketsecondary market)". In the event that such rate is ” or, if not so published prior to by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable United States dollar certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15 Daily Update (as defined below), or another other recognized electronic source used for the purpose of displaying that the applicable rate, under the heading "caption “CDs (secondary market)"”. If such rate is not yet published neither in H.15(519) nor in ), H.15 Daily Update or another other recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such Calculation Interest Determination Date, then the CD Rate for on such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank non-bank dealers of in negotiable United States dollar certificates of deposit in 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 Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on as of such CD Rate Interest Determination Date will be the CD Rate in effect on such dateInterest Determination Date.

Determination of CD Rate. If an the Interest Rate Basis for on this Note is the CD Rate, as specified the CD Rate with respect to this Note shall equal the rate on each Interest Determination Date designated on the face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 United States dollar certificates of deposit having the Index Maturity specified designated on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "“CDs (Secondary Market)". .” In the event that such rate is not so published prior to 3:00 p.m.9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such CD Rate Interest Determination Date, then the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, Composite Quotations under the heading "CDs (secondary market)". “Certificates of Deposit.” If such rate is was neither published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m.9:00 A.M., New York City time, on such Calculation DateDate nor in Composite Quotations by 3:00 P.M., New York City time, on such date, the CD Rate for such that CD Rate Interest Determination Date will shall be calculated by the Calculation Agent and will 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 that Interest Determination Date, of three leading nonbank dealers of negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that timedenomination of $5,000,000; provided, however, that if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the CD Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The CD Rate determined on such CD Rate with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to first Interest Reset Date will be the CD Initial Interest Rate specified on the face hereof, and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such dateStated Maturity or redemption.

Determination of CD Rate. If an Interest the Base Rate Basis for this Note is the CD Rate, as specified the Base Rate that takes effect on any Interest Reset Date shall equal the rate, on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable second Business Day immediately preceding such Interest Determination Reset Date (a the "CD Rate Interest Determination Date") as the rate on such date ), for negotiable United States U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In If the event that such CD Rate cannot be determined as described above, the following procedures will apply in determining the CD Rate: (i) If the rate is described above does not so published prior to appear in H.15(519) by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining corresponding to such CD Rate Interest Determination Date, then the CD Rate will shall be the rate on such CD Rate Interest Determination Date for certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) described above as published in H.15 Daily Update (as defined below)Update, or another recognized electronic source used for the purpose of displaying that rate, under the heading "CDs (secondary marketSecondary Market)". . (ii) If such the rate is published neither described in clause (i) above does not appear in H.15(519) nor in ), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation Date, then the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will shall be the arithmetic mean of the following secondary market offered rates for negotiable U.S. dollar certificates of deposit of major U.S. money center banks having a remaining maturity closest to the Index Maturity and in a Representative Amount: the rates offered as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of by three leading nonbank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York City, as selected by the Calculation Agent. (iii) If fewer than three dealers selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned described in this sentenceclause (ii) above, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such dateCD Interest Determination Date (or, in the case of the first Base Reset Date, the Initial Base Rate). The Base Rate determined in accordance with this Section 3(h) will be adjusted by the addition or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread Multiplier, if any.

Determination of CD Rate. If an the Interest Rate Basis for this Note Basis, as specified above, is, or is calculated by reference to, the CD Rate, as unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)above, the "CD Rate shall Rate" for each Interest Reset Date will be determined by the Calculation Agent as of the applicable second Business Day prior to such Interest Determination Reset Date (a "CD Rate Interest Determination Date") as and shall be the rate on such date the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15(519) (as defined below) on such CD Interest Determination Date under the heading "CDs (Secondary Marketsecondary market)". In ." If the event that such rate referred to in the preceding sentence is not so published prior to by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will shall be the rate on such the applicable CD Rate Interest Determination Date for negotiable United States dollar certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15 Daily Update (as defined below), or another other recognized electronic source used for the purpose of displaying that the applicable rate, under the heading caption "CDs (secondary market)". ." If such the rate referred to in the preceding sentence is not so published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such the applicable Calculation Date, the CD Rate for such shall be the rate on the applicable CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be on the Notes as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such the applicable CD Rate Interest Determination Date, of three leading nonbank non-bank dealers of in negotiable United States dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above in an amount that is representative for a single transaction in that market at that time; provided, however, that if . If the dealers selected as aforesaid by the Calculation Agent as provided in the preceding sentence are not quoting as mentioned in this such sentence, the CD Rate determined on such CD Rate Interest Determination Date will shall be the CD Rate in effect on such datethe applicable CD Interest Determination Date.

Determination of CD Rate. If an Interest Rate Basis for this Note is the The "CD Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable " for any Interest Determination Date (a "CD Rate Interest Determination Date") as is the rate on such that date for negotiable United States U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) described as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In the event that such rate is not so published prior to 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate calculation date for that Interest Determination Date for certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading "CDs (secondary market)". The following procedures will be followed if the CD Rate cannot be determined as described above: · If such the above rate is not published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation Datethe calculation date, the CD Rate for such CD Rate will be the rate on that Interest Determination Date for negotiable U.S. dollar certificates of deposit of the Index Maturity described on the face of this note as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption "CDs (secondary market)". · If that rate is not published by 3:00 P.M., New York City time, on the calculation date, then the calculation agent will be calculated by determine the Calculation Agent and will CD Rate to be the arithmetic mean average of the secondary market offered rates as of 10:00 a.m.A.M., New York City time, on such CD Rate that Interest Determination Date, of quoted by three leading nonbank dealers of negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks City for negotiable certificates of deposit in a denomination of $5,000,000 of major United States money-center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity specified described on the face hereof (or, if this Note is in global form, in of the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, however, that if Note. The calculation agent will select the three dealers selected as aforesaid by the Calculation Agent referred to above. · If fewer than three dealers are not quoting as mentioned in this sentenceabove, the CD Rate determined on such CD Rate Interest Determination Date will be remain the CD Rate then in effect on such datethat Interest Determination Date. "H.15(519)" means the weekly publication entitled "Federal Reserve Statistical Release H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System.

Determination of CD Rate. If an the Interest Rate Basis for this Global Note is the CD Rate, as indicated on the face hereof, the interest rate payable with respect to this Global Note shall equal the CD Rate determined as specified herein, plus or minus the Spread, if any, specified on the face hereof (oror multiplied by the Spread Multiplier, if this Note is in global formany, in specified on the Pricing Supplement), the face hereof. 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 United States U.S. dollar certificates of deposit having the Index Maturity index maturity specified on the face hereof (orhereof, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "“CDs (Secondary Marketsecondary market)"”. In the event that If such rate is not so published prior to in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, then the CD Rate will shall be the rate on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having of the Index Maturity index maturity specified on the face hereof (orhereof, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another such other recognized electronic source used for the purpose of displaying that such rate, under the heading "caption “CDs (secondary market)"”. If such rate is not yet published neither in H.15(519) nor in ), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Calculation CD Rate Interest Determination Date, then the CD Rate for on such CD Rate Interest Determination Date will shall be calculated by the Calculation Agent and will shall be the arithmetic mean of the secondary market offered rates rates, as of 10:00 a.m., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York (which may include the agents appointed by the Province for the purpose of soliciting purchases of the Notes by others from the Province (the “Agents”) or affiliates of the Agents) selected by the Calculation Agent Province for negotiable United States U.S. dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity index maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that such market at that such time; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent Province are not quoting as mentioned in this sentenceset forth above, the CD Rate determined on such CD Rate Interest Determination Date will shall be the CD Rate in effect on such dateCD Rate Interest Determination Date.

Determination of CD Rate. If an Interest Rate Basis for The interest rate payable with respect to this Note is Security shall be calculated by the Calculation Agent with reference to the CD RateRate and the Spread or Spread Multiplier, as if any, specified on the face hereof (orhereof. "CD Rate" means, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable Interest Determination Date (a "with respect to each CD Rate Interest Determination Date") as , the rate on such date for negotiable United States dollar nego tiable certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)", or any successor publication or heading. In the event that such rate is not so published prior to 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, then the CD Rate will shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading caption "CDs (secondary marketSecondary Market)". If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation DateDate such rate is not yet published in either H.15(519) or H.15 Daily Update (or in any successor publications), the CD Rate for such CD Rate that Interest Determination Date will shall be calculated by the Calculation Agent and will 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 that Interest Determination Date, of three leading nonbank dealers of negotiable United States U.S. dollar certificates of deposit in The City of New York York, selected by the Calculation Agent Agent, for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that timedenomination of $5,000,000; provided, however, that if the fewer than three dealers selected as aforesaid by the ----------------- Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such dateInterest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such Business Day is in the next succeeding calendar month, such Interest Payment Date (other than an Interest Payment Date at Maturity) shall be the immediately preceding Business Day.

Determination of CD Rate. If an the Interest Rate Basis for this Note Basis, as specified above, is, or is calculated by reference to, the CD Rate, as unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)above, the “CD Rate shall Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CD Interest Determination Date”) and shall be the rate on the applicable CD Interest Determination Date (a "CD Rate Interest Determination Date") as the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15(519) (as defined below) on such CD Interest Determination Date under the heading "“CDs (Secondary Marketsecondary market)". In .” If the event that such rate referred to in the preceding sentence is not so published prior to by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will shall be the rate on such the applicable CD Rate Interest Determination Date for negotiable United States dollar certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15 Daily Update (as defined below), or another other recognized electronic source used for the purpose of displaying that the applicable rate, under the heading "caption “CDs (secondary market)". .” If such the rate referred to in the preceding sentence is not so published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such the applicable Calculation Date, the CD Rate for such shall be the rate on the applicable CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be on the Notes as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such the applicable CD Rate Interest Determination Date, of three leading nonbank non-bank dealers of in negotiable United States dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above in an amount that is representative for a single transaction in that market at that time; provided, however, that if . If the dealers selected as aforesaid by the Calculation Agent as provided in the preceding sentence are not quoting as mentioned in this such sentence, the CD Rate determined on such CD Rate Interest Determination Date will shall be the CD Rate in effect on such datethe applicable CD Interest Determination Date.

Determination of CD Rate. If an Interest the Base Rate Basis for this Note specified on the face hereof or in the pricing supplement attached hereto or delivered herewith is the CD Rate, as this Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CD Rate and the Spread or Spread Multiplier, if any, specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement), the pricing supplement attached hereto or delivered herewith. The "CD Rate Rate" for each Interest Reset Period shall be determined the rate as of the applicable second Business Day prior to the Interest Determination Reset Date for such Interest Reset Period (a "CD Rate Interest Determination Date") as the rate on such date for negotiable United States U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement) pricing supplement attached hereto or delivered herewith as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In the event that such rate is not so published prior to 3:00 p.m., New York City time, on the Calculation Date (as defined above) pertaining to such CD Rate Interest Determination Date, then the "CD Rate Rate" for such Interest Reset Period will be the rate on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement) pricing supplement attached hereto or delivered herewith as published in the H.15 Daily Update (as defined below)Update, or another other recognized electronic source used for the purpose of displaying that the applicable rate, under the heading "CDs (secondary marketSecondary Market)". ." If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such Calculation DateDate such rate is not yet published in either H.15(519) or H.15 Daily Update, then the "CD Rate Rate" for such CD Rate Interest Determination Date Reset Period will be calculated by the Calculation Agent and will 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, Date of three leading nonbank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States U.S. dollar certificates of deposit of major United States money center banks of the highest credit standing (in the market banks for negotiable U.S. dollar certificates of deposit deposit) with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement) pricing supplement attached hereto or delivered herewith in an amount that is representative for a single transaction in that market at that timedenomination of $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the CD Rate determined on for such CD Rate Interest Determination Date Reset Period will be the same as the CD Rate in effect on for the immediately preceding Interest Reset Period (or, if there was no such dateInterest Reset Period, the Initial Interest Rate).

Determination of CD Rate. If an Interest Rate Basis for this Note is the CD Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the The CD Rate shall for each Interest Reset Date will be determined as of the applicable second Business Day prior to the Interest Determination Reset Date (a "“CD Rate Interest Determination Date") as ”). The CD Rate will be the rate on such date the CD Rate Interest Determination Date for negotiable United States U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "“CDs (Secondary Marketsecondary market)". In the event that such rate is ” or, if not so published prior to by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such CD Rate Interest Determination Date(as defined below), the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having of the Index Maturity specified on the face hereof (orhereof, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another such other recognized electronic source used for the purpose of displaying that such rate, under the heading "caption “CDs (secondary market)"”. If such rate is not yet published neither in H.15(519) nor in ), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such the related Calculation Date, then the CD Rate for on such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered 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 United States U.S. dollar certificates of deposit in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent Agent, after consultation with Québec, for negotiable United States U.S. dollar certificates of deposit of major United States money market center banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (orhereof, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on as of such CD Rate Interest Determination Date will be the CD Rate in effect on such dateCD Rate Interest Determination Date. “H.15(519)” means the weekly statistical release designated as such, published by the Board of Governors of the Federal Reserve System and available on their website at xxxx://xxx.xxxxxxxxxxxxxx.xxx/releases/h15/current, or any successor site or publication.

Determination of CD Rate. If an Interest Rate Basis for The interest rate payable with respect to this Note is Security shall be calculated by the Calculation Agent with reference to the CD RateRate and the Spread or Spread Multiplier, as if any, specified on the face hereof (orhereof. "CD Rate" means, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable Interest Determination Date (a "with respect to each CD Rate Interest Determination Date") as , the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)", or any successor publication or heading. In the event that such rate is not so published prior to 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, then the CD Rate will shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading caption "CDs (secondary marketSecondary Market)". If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation DateDate such rate is not yet published in either H.15(519) or H.15 Daily Update (or in any successor publications), the CD Rate for such CD Rate that Interest Determination Date will shall be calculated by the Calculation Agent and will 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 that Interest Determination Date, of three leading nonbank dealers of negotiable United States U.S. dollar certificates of deposit in The City of New York York, selected by the Calculation Agent Agent, for negotiable United States dollar certificates of deposit of major United States money market banks of the highest credit standing, in the market for negotiable certificates of deposit deposit, with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that timedenomination of $5,000,000; provided, however, -------- ------- that if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such date.Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such Business Day is in the next succeeding calendar month, such Interest Payment Date (other than an Interest Payment Date at Maturity) shall be the immediately preceding Business Day. The Interest Determination Date pertaining to an Interest Reset Date if the rate of interest on the Security shall be determined in accordance with the provisions of the

Determination of CD Rate. If an Interest the Base Rate Basis for this Note is the CD Rate, as indicated on the face hereof, the interest rate shall equal the rate on the Interest Determination Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In the event that such rate is not so published prior to 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate for that Interest Determination Date for certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading "CDs (secondary market)". The "Index Maturity" is the period to maturity of the instrument or obligation with respect to which the related interest rate basis or formulae will be calculated. If such the CD Rate cannot be determined as described above: - If the above rate is not published neither in H.15(519) nor by 3:00 P.M., New York City time, on the Calculation Date, the CD Rate will be the rate on that Interest Determination Date for negotiable certificates of deposit of the Index Maturity described in the pricing supplement as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "CDs (secondary market)". - If that rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such the Calculation Date, then the calculation agent will determine the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will to be the arithmetic mean average of the secondary market offered rates as of 10:00 a.m.A.M., New York City time, on such CD Rate that Interest Determination Date, of quoted by three leading nonbank non-bank dealers of negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks City for negotiable certificates of deposit in a denomination of $5,000,000 of major United States money-center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, described in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, however, that if pricing supplement. The calculation agent will select the three dealers selected as aforesaid by the Calculation Agent referred to above. - If fewer than three dealers are not quoting as mentioned in this sentenceabove, the CD Rate determined on such CD Rate Interest Determination Date will be remain the CD Rate then in effect on such datethat Interest Determination Date.

Determination of CD Rate. If an Interest Rate Basis for this Note is the CD Rate, as specified indicated on the face hereof (or, if this Note is in global form, or in the Pricing Supplement), 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 United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement) Supplement as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In the event that such rate is not so published prior to before 3:00 p.m., New (I-17) 123 York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement) Supplement as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, Composite Quotations under the heading "CDs (secondary market)Certificates of Deposit". If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source the Composite Quotations by 3:00 p.m., New York City time, on such Calculation Date, the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will 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 United States U.S. dollar certificates of deposit in The City of New York (which may include one or more of the Dealers) selected by the Calculation Agent for negotiable United States dollar certificates of deposit in a denomination of major US$5,000,000 of the four highest rated banks (as rated by two nationally recognized rating agencies) of the 25 largest United States money market banks for negotiable certificates of deposit ranked by asset size based on the most recent year-end survey published in The American Banker (or a comparable publication) with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such date. Determination of Federal Funds Rate. If an Interest Rate Basis for this Note is the Federal Funds Rate, as indicated on the face hereof or in the Pricing Supplement, the Federal Funds Rate shall be determined as of the applicable Interest Determination Date (a "Federal Funds Rate Interest Determination Date"), as the rate on such date for federal funds as published in H.15(519) under the heading "Federal Funds (Effective)" or, if not so published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Federal Funds Rate Interest Determination Date, as published in Composite Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 p.m., New York City time, on the related Calculation Date such rate is not published in either H.15(519) or Composite Quotations, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds arranged prior to 9:00 a.m., New York City time, or such Federal Funds Rate Interest Determination Date by three leading brokers of federal funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if any of the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate (I-18) 124 determined as of such Federal Funds Rate Interest Determination Date shall be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

Determination of CD Rate. If an Interest Rate Basis for The interest rate payable with respect to this Note is Security shall be calculated by the Calculation Agent with reference to the CD RateRate and the Spread or Spread Multiplier, as if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable Interest Determination Date (a hereof. "CD Rate Rate" means, with respect to each Interest Determination Date") as , the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In the event that such rate is " or, if not so published prior to by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, Composite Quotations under the heading "CDs (secondary market)Certificates of Deposit". If such rate is not published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation Date, then the CD Rate for on such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (each as rounded to the nearest one-hundred thousandth of a percentage point) of the secondary market offered rates as of 10:00 a.m.the opening of business, New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks of the highest credit standing (in the market for negotiable certificates of deposit deposit) with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that timedenomination of U.S. $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on with respect to such CD Rate Interest Determination Date will be the CD Rate in effect on such dateInterest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such London Banking Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding London Banking Day.

Determination of CD Rate. If an the Interest Rate Basis for this Note Basis, as specified above, is, or is calculated by reference to, the CD Rate, as unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)above, the "CD Rate shall Rate" for each Interest Reset Date will be determined by the Calculation Agent as of the applicable second Business Day prior to such Interest Determination Reset Date (a "CD Rate Interest Determination Date") as and shall be the rate on such date the applicable CD Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15(519) (as defined below) on such CD Interest Determination Date under the heading "CDs (Secondary Marketsecondary market)". In ." If the event that such rate referred to in the preceding sentence is not so published prior to by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will shall be the rate on such the applicable CD Rate Interest Determination Date for negotiable United States dollar certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15 Daily Update (as defined below), or another other recognized electronic source used for the purpose of displaying that the applicable rate, under the heading caption "CDs (secondary market)". ." If such the rate referred to in the preceding sentence is not so published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such the applicable Calculation Date, the CD Rate for such shall be the rate on the applicable CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be on the Notes as the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such the applicable CD Rate Interest Determination Date, of three leading nonbank non-bank dealers of in negotiable United States dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above in an amount that is representative for a single transaction in that market at that time; provided, however, that if . If the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned provided in this sentence, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such date.preceding

Determination of CD Rate. If an Interest Rate Basis for The interest rate payable with respect to this Note is Security shall be calculated by the Calculation Agent with reference to the CD RateRate and the Spread or Spread Multiplier, as if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable Interest Determination Date (a hereof. "CD Rate Rate" means, with respect to each Interest Determination Date") as , the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In the event that such rate is " or, if not so published prior to by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, Composite Quotations under the heading "CDs (secondary market)Certificates of Deposit". If such rate is not published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation Date, then the CD Rate for on such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (each as rounded to the nearest one-hundred thousandth of a percentage point) of the secondary market offered rates as of 10:00 a.m.the opening of business, New York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks of the highest credit standing (in the market for negotiable certificates of deposit deposit) with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that timedenomination of U.S. $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on with respect to such CD Rate Interest Determination Date will be the CD Rate in effect on such date.Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such London Banking Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding London Banking Day. The Interest Determination Date pertaining to an Interest Reset Date if the rate of interest on the Security shall be determined in accordance with the provisions of the

Determination of CD Rate. If an Interest the Base Rate Basis for this Note specified on the face hereof or in the pricing supplement attached hereto or delivered herewith is the CD Rate, as this Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CD Rate and the Spread or Spread Multiplier, if any, specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement), the pricing supplement attached hereto or delivered herewith. The "CD Rate Rate" for each Interest Reset Period shall be determined the rate as of the applicable second Business Day prior to the Interest Determination Reset Date for such Interest Reset Period (a "CD Rate Interest Determination Date") as the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement) pricing supplement attached hereto or delivered herewith as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)"." The following procedures will be followed if the CD Rate cannot be determined as described above. In If the event that such above rate is not so published prior to 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such the CD Rate Interest Determination Date, then the "CD Rate Rate" for such Interest Reset Period will be the rate on such the CD Rate Interest Determination Date for negotiable U.S. dollar certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement) pricing supplement attached hereto or delivered herewith as published in the H.15 Daily Update (as defined below)Update, or another other recognized electronic source used for the purpose of displaying that the applicable rate, under the heading "CDs (secondary marketSecondary Market)". ." If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation DateDate such rate is not yet published, then the "CD Rate Rate" for such CD Rate Interest Determination Date Reset Period will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such the CD Rate Interest Determination Date, Date of three leading nonbank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States U.S. dollar certificates of deposit of major United States money center banks of the highest credit standing (in the market banks for negotiable certificates of deposit deposit) with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement) pricing supplement attached hereto or delivered herewith in an amount that is representative for a single transaction in that market at that time; denomination of $5,000,000, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the CD Rate determined on for such CD Rate Interest Determination Date Reset Period will be the same as the CD Rate in effect on for the immediately preceding Interest Reset Period (or, if there was no such dateInterest Reset Period, the Initial Interest Rate). CD Rate Notes, like other Notes, are not deposit obligations of a bank and are not insured by the Federal Deposit Insurance Corporation.

Determination of CD Rate. If an Interest Rate Basis for this Note is the CD Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)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 United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above 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 (as defined below) "H.15(519)"), under the heading "CDs (Secondary Market)". In the event that such rate is , or, if not so published prior to by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published by the Federal Reserve Bank of New York in H.15 Daily Update its statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication (as defined below), or another recognized electronic source used for the purpose of displaying that rate, "Composite Quotations") under the heading "CDs (secondary market)Certificates of Deposit". If such rate is not yet published neither in either H.15(519) nor in H.15 Daily Update or another recognized electronic source the Composite Quotations by 3:00 p.m.P.M., New York City time, on such the Calculation Date, then the CD Rate for on such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards) of the secondary market offered rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, Date of three leading nonbank non-bank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks in the market for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) designated above in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceset forth above, the CD Rate determined on such CD Rate Interest Determination Date will shall be the CD Rate in effect on such dateCD Rate Interest Determination Date.

Determination of CD Rate. If an Interest the Base Rate Basis for this Note is the CD Rate, as indicated on the face hereof, the interest rate shall equal the rate on the Interest Determination Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In the event that such rate is not so published prior to 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate for that Interest Determination Date for certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading "CDs (secondary market)". The "Index Maturity" is the period to maturity of the instrument or obligation with respect to which the related interest rate basis or formulae will be calculated. If such the CD Rate cannot be determined as described above: - If the above rate is not published neither in H.15(519) nor by 3:00 P.M., New York City time, on the Calculation Date, the CD Rate will be the rate on that Interest Determination Date for negotiable certificates of deposit of the Index Maturity described in the pricing supplement as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "CDs (secondary market)". - If that rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such the Calculation Date, then the calculation agent will determine the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will to be the arithmetic mean average of the secondary market offered rates as of 10:00 a.m.A.M., New York City time, on such CD Rate that Interest Determination Date, of quoted by three leading nonbank non-bank dealers of negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks City for negotiable certificates of deposit in a denomination of $5,000,000 of major United States money-center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity described in the pricing supplement. The calculation agent will select the three dealers referred to above. - If fewer than three dealers are quoting as mentioned above, the CD Rate will remain the CD Rate then in effect on that Interest Determination Date. "H.15(519)" means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System. "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 System at xxxx://xxx.xxx.xxx.xxx.xx/releases/h15/update, or any successor site or publication. DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate is the Commercial Paper Rate, as indicated on the face hereof, the interest rate shall equal (a) the Money Market Yield (as defined herein) on the Interest Determination Date specified on the face hereof (or, if this Note is in global form, of the rate on that date for commercial paper having the Index Maturity described in the Pricing Supplementrelated pricing supplement, as published in H.15(519) in an amount that is representative for a single transaction in that market at that prior to 3:00 P.M., New York City time; provided, however, that if the dealers selected as aforesaid by on the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on such CD Rate Date for that Interest Determination Date under the heading "Commercial Paper--Nonfinancial". If the Commercial Paper Rate cannot be determined as described above: - If the above rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date, the Commercial Paper Rate will be the CD Rate Money Market Yield of the rate on that Interest Determination Date for commercial paper having the Index Maturity described in effect the pricing supplement, as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "Commercial Paper--Nonfinancial". - If that rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on such date.the Calculation Date, then the calculation agent will C-5

Determination of CD Rate. If an the Interest Rate Reset Basis for this Note specified above is the CD Rate, as specified on the face hereof (or, if interest rate with respect to this Note is in global form, in the Pricing Supplement), will be the CD Rate shall be determined plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as of the applicable Interest Determination Date (a "specified above. “CD Rate Rate” means, with respect to any Interest Determination Date") as , the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15(519) (as defined below) under the heading "caption “CDs (Secondary Marketsecondary market)". In the event that such rate is ” or, if not so published prior to by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable United States dollar certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published in H.15 Daily Update (as defined below), or another other recognized electronic source used for the purpose of displaying that the applicable rate, under the heading "caption “CDs (secondary market)"”. If such rate is not yet published neither in H.15(519) nor in ), H.15 Daily Update or another other recognized electronic source by 3:00 p.m.P.M., New York City time, on the Calculation Date (as defined below) pertaining to such Calculation Interest Determination Date, then the CD Rate for on such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of three leading nonbank non-bank dealers of in negotiable United States dollar certificates of deposit in The City of New York selected by the Calculation Agent Company for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers selected as aforesaid by the Calculation Agent Company are not quoting as mentioned in this sentence, the CD Rate determined on as of such CD Rate Interest Determination Date will be the CD Rate in effect on such dateInterest Determination Date.

Determination of CD Rate. If an Interest Rate Basis for The interest rate payable with respect to this Note is Security shall be calculated by the Calculation Agent with reference to the CD RateRate and the Spread or Spread Multiplier, as if any, specified on the face hereof (orhereof. "CD Rate" means, if this Note is in global form, in the Pricing Supplement), the CD Rate shall be determined as of the applicable Interest Determination Date (a "with respect to each CD Rate Interest Determination Date") as , the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)", or any successor publication or heading. In the event that such rate is not so published prior to 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, then the CD Rate will shall be the rate on such CD Rate Interest Determination Date set forth in H.15 Daily Update for that day in respect of negotiable certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading caption "CDs (secondary marketSecondary Market)". If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation DateDate such rate is not yet published in either H.15(519) or H.15 Daily Update (or in any successor publications), the CD Rate for such CD Rate that Interest Determination Date will shall be calculated by the Calculation Agent and will 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 that Interest Determination Date, of three leading nonbank dealers of negotiable United States U.S. dollar certificates of deposit in The City of New York York, selected by the Calculation Agent Agent, for negotiable United States dollar certificates of deposit of major United States money market banks of the highest credit standing, in the market for negotiable certificates of deposit deposit, with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that timedenomination of $5,000,000; provided, however, that if the fewer than three dealers selected as ----------------- aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such dateInterest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Security in accordance with the foregoing on or before each Calculation Date and shall promptly thereafter notify the Company and the Trustee of such interest rate. Any such calculation by the Calculation Agent shall be conclusive and binding on the Company, the Trustee and the Holder of this Security, absent manifest error. The Calculation Agent will, upon the request of the Holder of this Security, provide to such Holder the interest rate hereon then in effect and, if determined, the interest rate which will become effective as of the next Interest Reset Date. If any Interest Payment Date specified on the face hereof would otherwise be a day that is not a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business Day, except that if (i) the rate of interest on this Security shall be determined in accordance with the provisions of the heading "Determination of LIBOR" above and (ii) such Business Day is in the next succeeding calendar month, such Interest Payment Date (other than an Interest Payment Date at Maturity) shall be the immediately preceding Business Day.

Determination of CD Rate. If an Interest Rate Basis for this Note is the CD Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "“CDs (Secondary Market)"”. In the event that such rate is not so published prior to 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below), or another recognized electronic source used for the purpose of displaying that rate, under the heading "“CDs (secondary market)". .” If such rate is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such Calculation Date, the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will 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 United States dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such date.

Determination of CD Rate. If an Interest Rate Basis for this Note is the CD ------------------------ Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)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 United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above 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 (as defined below"H.15(519)") under the heading "CDs (Secondary Market)". In the event that such rate is , or, if not so published prior to by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) above as published by the Federal Reserve Bank of New York in H.15 Daily Update its statistical daily release "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication (as defined below), or another recognized electronic source used for the purpose of displaying that rate, "Composite Quotations") under the heading "CDs (secondary market)Certificates of Deposit". If such rate is not yet published neither in either H.15(519) nor in H.15 Daily Update or another recognized electronic source the Composite Quotations by 3:00 p.m.P.M., New York City time, on such the related Calculation Date, then the CD Rate for on such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean (rounded to the nearest one hundred thousandth of a percentage point, with five one millionths of a percentage point rounded upwards) of the secondary market offered rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, Date of three leading nonbank non-bank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) designated above in an amount that is representative for a single transaction in that market at that time; provided, however, that if the dealers selected as aforesaid by the -------- ------- Calculation Agent are not quoting as mentioned in this sentenceset forth above, the CD Rate determined on such CD Rate Interest Determination Date will shall be the CD Rate in effect on such dateCD Rate Interest Determination Date.

Determination of CD Rate. If an Interest the Reference Rate Basis for this Note is the CD Rate, as the CD Rate shall equal the rate on the Interest Determination Date specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 United States dollar certificates of deposit having for the period of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Marketsecondary market)"" or any replacement heading on that service. In the event that If such rate is not so published prior to in H.15(519) by 3:00 p.m.P.M., New York City time, on the Calculation Date (as specified on the face hereof) pertaining to such CD Rate Interest Determination Date, then the CD Rate will shall be the rate on such CD Rate set forth in H.15 Daily Update (as defined below) for that Interest Determination Date for in respect of certificates of deposit having the Index Maturity specified on the face hereof under the heading "CD(s) (or, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined belowsecondary market), " or any replacement heading on that service or another recognized electronic source used for the purpose of displaying that the applicable rate, under the heading "CDs (secondary market)". If by 3:00 P.M., New York City time, on the Calculation Date such rate is not published neither in H.15(519) nor in ), H.15 Daily Update or another recognized electronic source by 3:00 p.m.source, New York City time, on such Calculation Date, then the CD Rate for such CD Rate Interest Determination Date will shall be calculated by the Calculation Agent and will 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 non-bank dealers of negotiable United States U.S. dollar certificates of deposit in The City of New York (which may include the agents appointed by Hydro-Québec for the purpose of soliciting purchases of the Notes by others from Hydro-Québec (the "Agents") and affiliates of the Agents) selected by the Calculation Agent Agent, after consultation with Hydro-Québec, for negotiable United States dollar certificates of deposit of major United States money market center banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) and in an amount that is representative for a single transaction in that such market at that such time; provided, however, that if . If the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentencequoting, the CD Rate determined on such CD Rate Interest Determination Date will be the CD Rate in effect on such dateInterest Determination Date. "H.15 (519)" means the weekly statistical release designated as "Statistical Release H.15(519), Selected Interest Rates", as published by the Board of Governors of the Federal Reserve System, available through the world-wide-web site of the Board of Governors of the Federal Reserve System at xxxx://xxx.xxxxxxxxxxxxxx.xxx/releases/h15, or any successor site or publication.

Determination of CD Rate. If an the Interest Rate Basis for this Note such Supplemental Obligation is the CD Rate, as specified the Interest Rate Basis that takes effect on any Interest Reset Date shall equal the rate, on the face hereof (or, if this Note is in global form, in the Pricing Supplement), 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 defined below), for negotiable United States U.S. dollar certificates of deposit having the Specified Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) (as defined below) under the heading "CDs (Secondary Market)". In If the event that such CD Rate cannot be determined in this manner, the following procedures will apply in determining the CD Rate: If the rate is described above does not so appear published prior to in H.15(519) by 3:00 p.m.P.M., New York City time, on the Calculation Date pertaining corresponding to such CD Rate Interest Determination Date, then the CD Rate will be the rate on rate, for such CD Rate Interest Determination Date for certificates of deposit having the Index Maturity specified on the face hereof (orDate, if this Note is in global form, in the Pricing Supplement) as published in H.15 Daily Update (as defined below)Update, or another recognized electronic source used for the purpose of displaying that rate, under the heading "CDs (secondary marketSecondary Market)". (Reverse of Security continued on next page) If such the rate is published neither described above does not appear in H.15(519) nor in ), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation DateDate (unless the calculation is made earlier and the rate is available from one of those sources at that time), the CD Rate for such CD Rate Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, of by three leading nonbank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York City, as selected by the Calculation Agent for negotiable United States U.S. dollar certificates of deposit of major United States U.S. money market center banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (orMaturity, if this Note is and in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, however, that if the Representative Amount. If fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentencedescribed above, the CD Rate determined on such CD in effect for the new Interest Rate Interest Determination Date Reset Period will be the CD Rate in effect on for the prior Interest Rate Reset Period. If the Initial Interest Rate has been in effect for the prior Interest Rate Reset Period, however, it will remain in effect for the new Interest Rate Reset Period. The Interest Rate Basis determined in accordance with the foregoing provisions will be adjusted by the addition or subtraction of the Spread, if any, or by multiplying such dateInterest Rate Basis by the Spread Multiplier, if any.

Determination of CD Rate. If an Interest the Base Rate Basis for this Note specified on the face hereof is the CD Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the CD Rate with respect to this Note shall be determined as of the applicable on each Interest Determination Date (a "CD Rate Interest Determination Date") as and shall be the rate on such date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the 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 of the Board of Governors of the Federal Reserve System (as defined below) "H.15(519)"), under the heading "CDs (Secondary Market)". In the event that such rate is ," or, if not so published prior to 3:00 p.m.by 9:00 A.M., New York City time, on the Calculation Date pertaining to such CD Rate Interest Determination Date, the CD Rate will be the rate on such CD Rate Interest Determination Date for negotiable certificates of deposit having of the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published by the Federal Reserve Bank of New York in H.15 Daily Update its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" (as defined below), or another recognized electronic source used for the purpose of displaying that rate, "Composite Quotations") under the heading "CDs (secondary market)". Certificates of Deposit." If neither of such rate rates is published neither in H.15(519) nor in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on such Calculation Date, then the CD Rate for on such CD Rate Interest Determination Date will be calculated by the Calculation Agent referred to on the face hereof and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m.A.M., New York City time, on such CD Rate Interest Determination Date, for certificates of deposit in an amount that is representative for a single transaction at that time with a remaining maturity closest to the Index Maturity specified on the face hereof of three leading nonbank dealers of in negotiable United States U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable United States dollar certificates of deposit of major United States money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified on the face hereof (orcenter banks; PROVIDED, if this Note is in global form, in the Pricing Supplement) in an amount that is representative for a single transaction in that market at that time; provided, howeverHOWEVER, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the CD Rate determined on such CD Rate Interest Determination Date in effect for the applicable period will be the same as the CD Rate in effect on for the immediately preceding Interest Reset Period (or, if there was no such dateInterest Reset Period, the rate of interest payable hereon shall be the Initial Interest Rate).