Common use of Determination of CMT Rate Clause in Contracts

Determination of CMT Rate. If the Base Rate set forth on the face hereof is the CMT Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "CMT Rate" means, with respect to any Interest Determination Date pertaining thereto, the rate displayed on the Designated CMT Telerate Page (as defined below) under the caption "Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate on such Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average for the week or the month, as set forth on the face hereof, ended immediately preceding the week or month in which the related Interest Determination Date occurs. If such rate is no longer displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be the Treasury constant maturity rate for the Designated CMT Maturity Index as published in H.15(519). If such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be such Treasury constant maturity rate (or other United States Treasury rate) for the Designated CMT Maturity Index for the Interest Determination Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Calculation Agent will determine the CMT Rate for such Interest Determination Date to be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market closing offered rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, reported according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in New York City. The Calculation Agent will select five Reference Dealers and will eliminate the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three such U.S. Treasury Note quotations, the CMT Rate for such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the Interest Determination Date reported by three Reference Dealers in New York City (selected using the same method described in the preceding sentence), for U.S. Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least U.S.$100 million. If two U.S. Treasury Notes with an original maturity have remaining terms to maturity equally close to the Designated CMT Maturity Index, the Calculation Agent will obtain quotations for the U.S. Treasury Note with the shorter remaining term to maturity. If only three or four (but not five) of such Reference Dealers are quoting as described above, then the CMT Rate shall be based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates obtained from all such Reference Dealers, without eliminating the Reference Dealers providing the highest and the lowest of such quotes. If fewer than three such Reference Dealers are quoting as described above, then the CMT Rate shall be the CMT Rate in effect on such Interest Determination Date.

Determination of CMT Rate. If the Base Rate set forth on the face hereof is the CMT Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "CMT Rate" means, with respect to any Interest Determination Date pertaining thereto, the rate displayed on the Designated CMT Telerate Page (as defined below) under the caption "Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate on such Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average for the week or the month, as set forth on the face hereof, ended immediately preceding the week or month in which the related Interest Determination Date occurs. If such rate is no longer displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be the Treasury constant maturity rate for the Designated CMT Maturity Index as published in H.15(519). If such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be such Treasury constant maturity rate (or other United States Treasury rate) for the Designated CMT Maturity Index for the Interest Determination Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Calculation Agent will determine the CMT Rate for such Interest Determination Date to be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market closing offered rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, reported according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in New York City. The Calculation Agent will select five Reference Dealers and will eliminate the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. Treasury NotesTREASURY NOTES") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three such U.S. Treasury Note quotations, the CMT Rate for such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the Interest Determination Date reported by three Reference Dealers in New York City (selected using the same method described in the preceding sentence), for U.S. Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least U.S.$100 million. If two U.S. Treasury Notes with an original maturity have remaining terms to maturity equally close to the Designated CMT Maturity Index, the Calculation Agent will obtain quotations for the U.S. Treasury Note with the shorter remaining term to maturity. If only three or four (but not five) of such Reference Dealers are quoting as described above, then the CMT Rate shall be based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates so obtained from all such Reference Dealers, without eliminating the Reference Dealers providing the highest and the lowest of such quotes. If fewer than three such Reference Dealers are quoting as described above, then the CMT Rate shall be the CMT Rate in effect on such Interest Determination Date.

Determination of CMT Rate. If the Base Interest Rate set forth on the face hereof Basis is the CMT Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated payable with reference respect to this Note shall equal the CMT Rate and determined as specified herein, plus or minus the Spread and/or Spread, if any, or multiplied by the Spread Multiplier, if any, and subject . The CMT Rate shall equal the rate as of the second Business Day prior to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth Reset Date specified on the face hereof. Unless otherwise set forth on the face hereof, the hereof (a "CMT Rate" means, with respect to any Rate Interest Determination Date pertaining thereto, the rate Date") displayed on the Designated CMT Telerate Page (as defined below) under the caption "...Treasury Constant Maturities . . . Maturities...Federal Reserve Board Release H.15 . . . H.15...Mondays Approximately 3:45 P.M.", p.m.," under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate on such CMT Rate Interest Determination Date and or (ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average for the week or the month, as set forth on the face hereofapplicable, ended immediately preceding the week or month in which the related CMT Rate Interest Determination Date occurs. If such rate is no longer displayed on the relevant page, or is not displayed by 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such CMT Rate Interest Determination Date, then the CMT Rate for such CMT Rate Interest Determination Date will shall be the Treasury such treasury constant maturity rate for the Designated CMT Maturity Index as may then be published in the relevant H.15(519). If such rate is no longer published, or is not published in H.15(519) by 3:00 P.M.p.m., New York City time, on the such Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such CMT Rate Interest Determination Date will shall be such Treasury treasury constant maturity rate for the Designated CMT Maturity Index (or other United States Treasury rate) rate for the Designated CMT Maturity Index Index) for the such CMT Rate Interest Determination Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Calculation Agent will determine the CMT Rate for such Interest Determination Date to be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market closing offered rates as of approximately 3:30 P.M.p.m., New York City time, on such Calculation Date, then the CMT Rate for such CMT Rate Interest Determination DateDate shall be calculated by the Calculation Agent and shall be the yield to maturity, based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date reported according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York City. The (which may include the Agents or their affiliates) selected by the Calculation Agent will select (from five Reference Dealers selected by the Calculation Agent and will eliminate eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), ) for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one yearyear and in an amount that is representative for a single transaction in such market at such time. If three or four (and not five) of such Reference Dealers are quoting as described in the immediately preceding sentence, then the CMT Rate will be based on the arithmetic mean of the Treasury Note quotations obtained and neither the highest nor the lowest of such quotations will be eliminated. If the Calculation Agent cannot obtain three such U.S. Treasury Note quotations, the CMT Rate for such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a the yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) arithmetic mean of the secondary market offered rates bid prices as of approximately 3:30 P.M.p.m., New York City time, on the such CMT Rate Interest Determination Date reported by of three Reference Dealers in The City of New York City (from five such Reference Dealers selected using by the same method described Calculation Agent (and which may include the Agents and their affiliates), and eliminating the highest quotation (or, in the preceding sentenceevent of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest), ) for U.S. Treasury Notes with an original maturity of the a number of years that is the next highest to greater than the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount that is representative for a single transaction in such market at such time. If three or four (and not five) of at least U.S.$100 millionsuch Reference Dealers are quoting as described in the immediately preceding sentence, then the CMT Rate shall be based on the arithmetic mean of the Treasury Note quotations obtained and neither the highest nor the lowest of such quotations will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described in the immediately preceding sentence, the CMT Rate shall be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two U.S. Treasury Notes with an original maturity as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, the Calculation Agent will obtain quotations for the U.S. Treasury Note with the shorter remaining term to maturity. If only three or four (but not five) of such Reference Dealers are quoting as described above, then the CMT Rate shall maturity will be based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates obtained from all such Reference Dealers, without eliminating the Reference Dealers providing the highest and the lowest of such quotes. If fewer than three such Reference Dealers are quoting as described above, then the CMT Rate shall be the CMT Rate in effect on such Interest Determination Dateused.

Determination of CMT Rate. If the Base Interest Rate set forth on the face hereof Basis is the CMT Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated payable with reference respect to this Global Note shall equal the CMT Rate and determined as specified herein, plus or minus the Spread and/or Spread, if any, or multiplied by the Spread Multiplier, if any, and subject . The CMT Rate shall equal the rate as of the second Business Day prior to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth Reset Date specified on the face hereof. Unless otherwise set forth on the face hereof, the hereof (a "CMT Rate" means, with respect to any Rate Interest Determination Date pertaining thereto, the rate Date") displayed on the Designated CMT Telerate Page (as defined below) under the caption "...Treasury Constant Maturities . . . ...Federal Reserve Board Release H.15 . . . ...Mondays Approximately 3:45 P.M.", p.m.," under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate on such CMT Rate Interest Determination Date and or (ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average for the week or the month, as set forth on the face hereofapplicable, ended immediately preceding the week or month in which the related CMT Rate Interest Determination Date occurs. If such rate is no longer displayed on the relevant page, or is not displayed by 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such CMT Rate Interest Determination Date, then the CMT Rate for such CMT Rate Interest Determination Date will shall be the Treasury such treasury constant maturity rate for the Designated CMT Maturity Index as may then be published in the relevant H.15(519). If such rate is no longer published, or is not published in H.15(519) by 3:00 P.M.p.m., New York City time, on the such Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such CMT Rate Interest Determination Date will shall be such Treasury treasury constant maturity rate for the Designated CMT Maturity Index (or other United States Treasury rate) rate for the Designated CMT Maturity Index Index) for the such CMT Rate Interest Determination Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Calculation Agent will determine the CMT Rate for such Interest Determination Date to be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market closing offered rates as of approximately 3:30 P.M.p.m., New York City time, on such Calculation Date, then the CMT Rate for such CMT Rate Interest Determination DateDate shall be calculated by the Calculation Agent and shall be the yield to maturity, based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date reported according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York City. The (which may include the Agents or their affiliates) selected by the Calculation Agent will select (from five Reference Dealers selected by the Calculation Agent and will eliminate eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), ) for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one yearyear and in an amount that is representative for a single transaction in such market at such time. If three or four (and not five) of such Reference Dealers are quoting as described in the immediately preceding sentence, then the CMT Rate will be based on the arithmetic mean of the Treasury Note quotations obtained and neither the highest nor the lowest of such quotations will be eliminated. If the Calculation Agent cannot obtain three such U.S. Treasury Note quotations, the CMT Rate for such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a the yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) arithmetic mean of the secondary market offered rates bid prices as of approximately 3:30 P.M.p.m., New York City time, on the such CMT Rate Interest Determination Date reported by of three Reference Dealers in The City of New York City (from five such Reference Dealers selected using by the same method described Calculation Agent (and which may include the Agents and their affiliates), and eliminating the highest quotation (or, in the preceding sentenceevent of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest), ) for U.S. Treasury Notes with an original maturity of the a number of years that is the next highest to greater than the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount that is representative for a single transaction in such market at such time. If three or four (and not five) of at least U.S.$100 millionsuch Reference Dealers are quoting as described in the immediately preceding sentence, then the CMT Rate shall be based on the arithmetic mean of the Treasury Note quotations obtained and neither the highest nor the lowest of such quotations will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described in the immediately preceding sentence, the CMT Rate shall be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two U.S. Treasury Notes with an original maturity as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, the Calculation Agent will obtain quotations for the U.S. Treasury Note with the shorter remaining term to maturity. If only three or four (but not five) of such Reference Dealers are quoting as described above, then the CMT Rate shall maturity will be based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates obtained from all such Reference Dealers, without eliminating the Reference Dealers providing the highest and the lowest of such quotes. If fewer than three such Reference Dealers are quoting as described above, then the CMT Rate shall be the CMT Rate in effect on such Interest Determination Dateused.

Determination of CMT Rate. If the Base an Interest Rate set forth on the face hereof Basis for this Senior Note is the CMT Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth as indicated on the face hereof, the "CMT Rate" means, with respect to any Rate shall be determined as of the applicable Interest Determination Date pertaining thereto, (a "CMT Interest Determination Date") as the rate displayed on the Designated CMT Telerate Page (as defined below) under the caption "...Treasury Constant Maturities . . . Maturities...Federal Reserve Board Release H.15 . . . H.15...Mondays Approximately 3:45 P.M.", ," under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, the rate on such CMT Rate Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the weekly or monthly average average, as specified on the face hereof, for the week or the month, as set forth on the face hereofapplicable, ended immediately preceding the week or month the month, as applicable, in which the related CMT Rate Interest Determination Date occursfalls. If such rate is no longer displayed on the relevant page or is not so displayed by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such CMT Rate Interest Determination Date will be the Treasury such treasury constant maturity rate for the Designated CMT Maturity Index as published in H.15(519). If such rate is no longer published or is not so published in H.15(519) by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for on such CMT Rate Interest Determination Date will be such Treasury treasury constant maturity rate for the Designated CMT Maturity Index (or other United States Treasury rate) rate for the Designated CMT Maturity Index Index) for the CMT Rate Interest Determination Date with respect to such Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in H.15(519). If such information is not so provided by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Calculation Agent will determine CMT Rate on the CMT Rate for such Interest Determination Date to will be calculated by the Calculation Agent and will be a yield to maturity maturity, based on the average (rounded to the nearest one hundred-thousandth of a percentage point) arithmetic mean of the secondary market closing offered rates as of approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination DateDate reported, reported according to their written records, by three leading primary United States government securities dealers in The City of New York (each, a "Reference Dealer") in New York City. The selected by the Calculation Agent will select (from five such Reference Dealers selected by the Calculation Agent and will eliminate eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. Treasury Notes") with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot is unable to obtain three such U.S. Treasury Note quotations, the CMT Rate for on such CMT Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) arithmetic mean of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the such CMT Rate Interest Determination Date reported by of three Reference Dealers in The City of New York City (from five such Reference Dealers selected using by the same method described Calculation Agent and eliminating the highest quotation (or, in the preceding sentenceevent of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for U.S. Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least U.S.$100 $100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offered rates obtained and neither the highest nor the lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers so selected by the Calculation Agent are quoting as mentioned herein, the CMT Rate determined as of such CMT Rate Interest Determination Date will be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two U.S. Treasury Notes with an original maturity as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, the Calculation Agent will obtain quotations for the U.S. Treasury Note with the shorter remaining term to maturity. If only three or four (but not five) of such Reference Dealers are quoting as described above, then the CMT Rate shall be based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates obtained from all such Reference Dealers, without eliminating the Reference Dealers providing the highest and the lowest of such quotes. If fewer than three such Reference Dealers are quoting as described above, then the CMT Rate shall be the CMT Rate in effect on such Interest Determination Date.

Determination of CMT Rate. If the Base Interest Rate set forth on the face hereof Basis, as specified above, is, or is calculated by reference to, the CMT Rate, this Security will bear interest unless otherwise specified above, the “CMT Rate” for each Interest Reset Period at Date will be determined by the interest rate calculated with reference Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CMT Interest Determination Date”) and shall be (i) if “CMT Reuters Page FRBCMT” is specified above, the CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "for such CMT Rate" means, with respect to any Interest Determination Date pertaining theretowill be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service), on page FRBCMT (or any other page as may replace the specified page on that service under the caption “Treasury Constant Maturities”)(“Reuters Page FRBCMT”). If the rate referred to in the preceding sentence does not appear on Reuters Page FRBCMT, the rate displayed on CMT Rate for such CMT Interest Determination Date will be a percentage equal to the Designated yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the applicable CMT Telerate Page (Interest Determination Date as defined belowpublished in H.15(519) under the caption "“Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under Maturities.” In the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, event the rate on such Interest Determination Date and (ii) if referred to in the Designated CMT Telerate Page is 7052, the weekly or monthly average for the week or the month, as set forth on the face hereof, ended immediately preceding the week or month sentence does not appear in which the related Interest Determination Date occurs. If such rate is no longer displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination DateH.15(519), then the CMT Rate for such CMT Interest Determination Date will be the Treasury constant maturity rate for the Designated CMT Maturity Index as published in H.15(519). If such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the applicable CMT Rate for such Interest Determination Date will be such Treasury constant maturity rate (or other United States Treasury rate) for the Designated CMT period of the Index Maturity Index for the Interest Determination Date specified above, as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and which would otherwise have been published in H.15(519). If such information In the event the rate referred to in the preceding sentence is not provided published, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by 3:00 P.M.the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Calculation Agent will determine the applicable CMT Rate for such Interest Determination Date to be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market closing offered rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, reported according to their written records, by three leading primary United States government securities dealers in The City of New York, which may include an agent of the Company or such agent’s affiliates (each, each a "“Reference Dealer") in New York City. The ”), selected by the Calculation Agent will select (from five Reference Dealers selected by the Calculation Agent and will eliminate eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to in the above sentence are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated; provided, however, that if fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. However, if fewer than five but more than two prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated. If fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be the CMT Rate in effect on the applicable CMT Interest Determination Date and (ii) if the CMT Reuters Page FEDCMT is specified above, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, and will be the average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service) on page FEDCMT (or any other page as may replace that specified page on that service) (“Reuters Page FEDCMT”), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the rate referred to in the preceding sentence does not appear on Reuters Page FEDCMT, then the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the week or month, as applicable, preceding the applicable CMT Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.” If the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish the rate referred to above, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, and a remaining term to maturity no more than one year shorter than the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated. If fewer than three prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or (in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. Treasury Notes") securities with an original maturity of approximately greater than the Designated CMT Index Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three such U.S. Treasury Note quotationsspecified above, the CMT Rate for such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the Interest Determination Date reported by three Reference Dealers in New York City (selected using the same method described in the preceding sentence), for U.S. Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated Index Maturity specified above and will be in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two prices referred to above are provided as requested, the rate will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated, or if fewer than three prices referred to above are provided as requested, the CMT Maturity Index and Rate will be the CMT Rate in an amount of at least U.S.$100 millioneffect on the applicable CMT Interest Determination Date. If two U.S. United States Treasury Notes securities with an original maturity greater than the Index Maturity as specified above have remaining terms to maturity equally close to the Designated CMT Index Maturity Indexspecified above, the Calculation Agent will obtain quotations quotes for the U.S. United States Treasury Note security with the shorter original remaining term to maturity. If only three or four (but not five) of such Reference Dealers are quoting as described above, then the CMT Rate shall maturity will be based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates obtained from all such Reference Dealers, without eliminating the Reference Dealers providing the highest and the lowest of such quotes. If fewer than three such Reference Dealers are quoting as described above, then the CMT Rate shall be the CMT Rate in effect on such Interest Determination Dateused.

Determination of CMT Rate. If the Base an Interest Rate set forth on the face hereof Basis for this Note is the CMT Rate, this Security will bear interest for each Interest Reset Period at as indicated on the interest rate calculated with reference to face hereof or in the Pricing Supplement, the CMT Rate and shall be determined as of the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "CMT Rate" means, with respect to any applicable Interest Determination Date pertaining thereto(a “CMT Rate Interest Determination Date”), as the rate displayed on the Designated CMT Moneyline Telerate Page (as defined below) under the caption "“...Treasury Constant Maturities . . . Maturities... Federal Reserve Board Release H.15 . . . H.15...Mondays Approximately 3:45 P.M.", ,” under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Moneyline Telerate Page is 7051, the rate on such CMT Rate Interest Determination Date and (ii) if the Designated CMT Moneyline Telerate Page is 7052, the weekly or monthly average average, as indicated on the face hereof or in the Pricing Supplement, for the week, or the month, as applicable, ended immediately preceding the week or the month, as set forth on the face hereofapplicable, ended immediately preceding the week or month in which the related CMT Rate Interest Determination Date occursfalls. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such CMT Rate Interest Determination Date will be the Treasury such treasury constant maturity rate for the Designated CMT Maturity Index as published in H.15(519). If such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be such Treasury constant maturity rate (or other United States Treasury rate) rate for the Designated CMT Maturity Index Index) for the CMT Rate Interest Determination Date with respect to such Interest Reset Date as may then be published by either the Board of Governors of the U.S. Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines determined to be comparable to the rate formerly displayed on the Designated CMT Moneyline Telerate Page and published in H.15(519) (as defined below). If such information is not provided by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Calculation Agent will determine CMT Rate for the CMT Rate for such Interest Determination Date to will be calculated by the Calculation Agent and will be a yield to maturity maturity, based on the average (rounded to the nearest one hundred-thousandth of a percentage point) arithmetic mean of the secondary market closing offered rates as of approximately 3:30 P.M.p.m., New York City time, on such the CMT Rate Interest Determination DateDate reported, reported according to their written records, by three leading primary United States government securities dealers (each, a "“Reference Dealer"”) in The City of New York City. The (which may include the Dealers and their affiliates) selected by the Calculation Agent will select (from five such Reference Dealers selected by the Calculation Agent and will eliminate eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. “Treasury Notes"”) with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three such U.S. Treasury Note quotations, the CMT Rate for such CMT Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) arithmetic mean of the secondary market offered rates as of approximately 3:30 P.M.p.m., New York City time, on the CMT Rate Interest Determination Date reported by of three Reference Dealers in The City of New York City (from five such Reference Dealers selected using by the same method described Calculation Agent and eliminating the highest quotation (or, in the preceding sentenceevent of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for U.S. Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least U.S.$100 US$100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offered rates obtained and neither the highest nor the lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the CMT Rate determined as of the CMT Rate Interest Determination Date will be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two U.S. Treasury Notes with an original maturity as described in the third preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, the Calculation Agent will obtain quotations for the U.S. Treasury Note with the shorter remaining term to maturity. If only three or four (but not five) of such Reference Dealers are quoting as described above, then the CMT Rate shall be based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates obtained from all such Reference Dealers, without eliminating the Reference Dealers providing the highest and the lowest of such quotes. If fewer than three such Reference Dealers are quoting as described above, then the CMT Rate shall be the CMT Rate in effect on such Interest Determination Date.

Determination of CMT Rate. If the Base an Interest Rate set forth on the face hereof Basis for this Note is the CMT Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth as indicated on the face hereof, the "CMT Rate" means, with respect to any Rate shall be determined as of the applicable Interest Determination Date pertaining thereto, (a “CMT Rate Interest Determination Date”) in accordance with the rate displayed on the Designated CMT Telerate Page (as defined below) under the caption "Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under the column for the Designated CMT Maturity Index (as defined below) for following provisions: (i) if the Designated If “CMT Moneyline Telerate Page 7051” is 7051, the rate on such Interest Determination Date and (ii) if the Designated specified CMT Moneyline Telerate Page is 7052, the weekly or monthly average for the week or the month, as set forth on the face hereof, ended immediately preceding the week or month in which CMT Rate on the related CMT Rate Interest Determination Date occursshall be a percentage equal to the yield for U.S. Treasury securities at “constant maturity” having the Index Maturity as set forth in H.15(519) (as defined hereinafter) under the caption “Treasury constant maturities,” as such yield is displayed on Moneyline Telerate (or any successor service) on page 7051 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 7051”) for such CMT Rate Interest Determination Date. If such rate is no longer displayed by 3:00 P.M.does not appear on Moneyline Telerate Page 7051, New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for on such CMT Rate Interest Determination Date will shall be a percentage equal to the yield for U.S. Treasury securities at “constant maturity” having the Index Maturity and for such CMT Rate Interest Determination Date as set forth in H.15(519) under the caption “Treasury constant maturities.” If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be the Treasury constant maturity rate for the Designated CMT period of the Index Maturity Index as published in H.15(519). If such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be such Treasury constant maturity rate (or other United States Treasury rate) for the Designated CMT Maturity Index for the Interest Determination Date as may then be published by either the Board of Governors of the Federal Reserve System Board or the United States U.S. Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and which would otherwise have been published in H.15(519). If the Federal Reserve Board or the U.S. Department of the Treasury does not publish a yield on U.S. Treasury securities at “constant maturity” having the Index Maturity for such information is not provided by 3:00 P.M., New York City time, on the Calculation Date pertaining to such CMT Rate Interest Determination Date, then the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent will determine the CMT Rate for such Interest Determination Date to and shall be a yield to yield-to-maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) arithmetic mean of the secondary market closing offered rates as of bid prices at approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date, reported according to their written records, by Date of three leading primary United States U.S. government securities dealers in The City of New York (which may include one or more of the Agents or their affiliates) (each, a "“Reference Dealer"”) in New York City. The selected by the Calculation Agent will select (from five such Reference Dealers selected by the Calculation Agent and will eliminate eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), ) for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. Treasury Notes") securities with an original maturity of approximately equal to the Designated CMT Maturity Index and Maturity, a remaining term to maturity of not less no more than 1 year shorter than the Index Maturity and in a principal amount that is representative for a single transaction in such Designated CMT Maturity Index minus one yearsecurities in such market at such time. If the Calculation Agent cannot obtain three fewer than five but more than two such U.S. Treasury Note quotationsprices are provided as requested, the CMT Rate for on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to yield-to-maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) arithmetic mean of the secondary market offered rates bid prices as of approximately 3:30 P.M., New York City time, on the such CMT Rate Interest Determination Date reported by of three Reference Dealers in New York City selected by the Calculation Agent (from five such Reference Dealers selected using by the same method described Calculation Agent and eliminating the highest quotation (or, in the preceding sentenceevent of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest), ) for U.S. Treasury Notes securities with an original maturity of greater than the number of years that is the next highest to the Designated CMT Maturity Index and Maturity, a remaining term to maturity closest to the Designated CMT Index Maturity Index and in an a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of at least U.S.$100 millionthe bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two such U.S. Treasury Notes securities with an original maturity greater than the Index Maturity have remaining terms to maturity equally close to the Designated Index Maturity, the quotes for the Treasury security with the shorter original term to maturity will be used. (ii) If “CMT Moneyline Telerate Page 7052” is the specified CMT Moneyline Telerate Page on the face hereof, the CMT Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average yield for U.S. Treasury securities at “constant maturity” having the Index Maturity Indexas set forth in H.15(519) opposite the caption “Treasury constant maturities,” as such yield is displayed on Moneyline Telerate (or any successor service) on page 7052 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 7052”) for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest Determination Date falls. If such rate does not appear on the Moneyline Telerate Page 7052, the CMT Rate on such CMT Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average yield for U.S. Treasury securities at “constant maturity” having the Index Maturity and for the week or month, as applicable, preceding such CMT Rate Interest Determination Date as set forth in H.15(519) opposite the caption “Treasury constant maturities.” If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be the one-week or one-month, as specified on the face hereof, average yield for U.S. Treasury securities at “constant maturity” having the Index Maturity as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish a one-week or one-month, as specified on the face hereof, average yield on U.S. Treasury securities at “constant maturity” having the Index Maturity for the applicable week or month, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent will obtain quotations and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for the U.S. Treasury Note securities with an original maturity equal to the shorter Index Maturity, a remaining term to maturitymaturity of no more than 1 year shorter than the Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If only three or four (fewer than five but not five) of more than two such Reference Dealers prices are quoting provided as described aboverequested, then the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the Calculation Agent based on the average (rounded to the nearest one hundred-thousandth of a percentage point) arithmetic mean of the offered rates bid prices obtained from all such Reference Dealers, without eliminating the Reference Dealers providing and neither the highest and the nor lowest of such quotesquotations shall be eliminated. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for U.S. Treasury securities with an original maturity longer than the Index Maturity, a remaining term to maturity closest to the Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If fewer than five but more than two such prices are quoting provided as described aboverequested, then the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date. If two U.S. Treasury securities with an original maturity greater than the Index Maturity have remaining terms to maturity equally close to the Index Maturity, the quotes for the Treasury security with the shorter original term to maturity will be used.

Determination of CMT Rate. If the Base Interest Rate set forth on the face hereof Basis, as specified above, is, or is calculated by reference to, the CMT Rate, this Security will bear interest unless otherwise specified above, the “CMT Rate” for each Interest Reset Period at Date will be determined by the interest rate calculated with reference Calculation Agent as of the second Business Day prior to the such Interest Reset Date (a “CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "CMT Rate" means, with respect to any Interest Determination Date pertaining thereto, Date”) and shall be the rate displayed on the Designated CMT Moneyline Telerate Page (as defined below) under the caption "“...Treasury Constant Maturities . . . Maturities...Federal Reserve Board Release H.15 . . . H.15...Mondays Approximately 3:45 P.M.", p.m.,” under the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Moneyline Telerate Page is specified above as 7051, the rate on CMT Rate for such CMT Interest Determination Date and will be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as published in H.15(519) under the caption “Treasury Constant Maturities,” as the yield is displayed on Moneyline Telerate (iior any successor service), on page 7051 (or any other page as may replace page 7051 on that service) if the Designated CMT (“Moneyline Telerate Page is 70527051”), for the applicable CMT Interest Determination Date. If the rate referred to in the preceding sentence does not appear on Moneyline Telerate Page 7051, the weekly or monthly average CMT Rate for the week or the month, as set forth on the face hereof, ended immediately preceding the week or month in which the related such CMT Interest Determination Date occurs. If such rate is no longer displayed by 3:00 P.M.will be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, New York City time, on and for the Calculation Date pertaining to such applicable CMT Interest Determination DateDate as published in H.15(519) under the caption “Treasury Constant Maturities.” In the event the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the Treasury constant maturity rate for the Designated CMT Maturity Index as published in H.15(519). If such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the applicable CMT Rate for such Interest Determination Date will be such Treasury constant maturity rate (or other United States Treasury rate) for the Designated CMT period of the Index Maturity Index for the Interest Determination Date specified above, as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and which would otherwise have been published in H.15(519). If such information In the event the rate referred to in the preceding sentence is not provided published, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by 3:00 P.M.the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Calculation Agent will determine the applicable CMT Rate for such Interest Determination Date to be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market closing offered rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, reported according to their written records, by three leading primary United States government securities dealers in The City of New York, which may include an agent of the Company or such agent’s affiliates (each, each a "“Reference Dealer") in New York City. The ”), selected by the Calculation Agent will select (from five Reference Dealers selected by the Calculation Agent and will eliminate eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to in the above sentence are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated; provided, however, that if fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. However, if fewer than five but more than two prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated. If fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be the CMT Rate in effect on the applicable CMT Interest Determination Date and (ii) if the CMT Moneyline Telerate Page is 7052, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, and will be the average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as published in H.15(519) opposite the caption “Treasury Constant Maturities,” as the yield is displayed on Moneyline Telerate (or any successor service) on page 7052 (or any other page as may replace page 7052 on that service) (“Moneyline Telerate Page 7052”), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the rate referred to in the preceding sentence does not appear on Moneyline Telerate Page 7052, then the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the week or month, as applicable, preceding the applicable CMT Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.” If the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish the rate referred to above, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, and a remaining term to maturity no more than one year shorter than the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated. If fewer than three prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or (in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. Treasury Notes") securities with an original maturity of approximately greater than the Designated CMT Index Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three such U.S. Treasury Note quotationsspecified above, the CMT Rate for such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the Interest Determination Date reported by three Reference Dealers in New York City (selected using the same method described in the preceding sentence), for U.S. Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated Index Maturity specified above and will be in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two prices referred to above are provided as requested, the rate will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated, or if fewer than three prices referred to above are provided as requested, the CMT Maturity Index and Rate will be the CMT Rate in an amount of at least U.S.$100 millioneffect on the applicable CMT Interest Determination Date. If two U.S. United States Treasury Notes securities with an original maturity greater than the Index Maturity as specified above have remaining terms to maturity equally close to the Designated CMT Index Maturity Indexspecified above, the Calculation Agent will obtain quotations quotes for the U.S. United States Treasury Note security with the shorter original remaining term to maturity. If only three or four (but not five) of such Reference Dealers are quoting as described above, then the CMT Rate shall maturity will be based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates obtained from all such Reference Dealers, without eliminating the Reference Dealers providing the highest and the lowest of such quotes. If fewer than three such Reference Dealers are quoting as described above, then the CMT Rate shall be the CMT Rate in effect on such Interest Determination Dateused.

Determination of CMT Rate. If the Base Interest Rate set forth on the face hereof Basis, as specified above, is, or is calculated by reference to, the CMT Rate, this Security will bear interest unless otherwise specified above, the “CMT Rate” for each Interest Reset Period Date will be determined by the Calculation Agent as of the second Business Day prior to such Interest Reset Date (a “CMT Interest Determination Date”) and shall be, if “CMT Reuters Page FRBCMT” is specified above, the percentage equal to the yield for United States Treasury securities at “constant maturity” having the interest Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service), on page FRBCMT (or any other page as may replace the specified page on that service under the caption “Treasury Constant Maturities”)(“Reuters Page FRBCMT”). If the rate calculated with reference referred to in the preceding sentence does not appear on Reuters Page FRBCMT, the CMT Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "for such CMT Rate" means, with respect to any Interest Determination Date pertaining theretowill be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the rate displayed on the Designated applicable CMT Telerate Page (Interest Determination Date as defined belowpublished in H.15(519) under the caption "“Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under Maturities.” In the column for the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is 7051, event the rate on such Interest Determination Date and (ii) if referred to in the Designated CMT Telerate Page is 7052, the weekly or monthly average for the week or the month, as set forth on the face hereof, ended immediately preceding the week or month sentence does not appear in which the related Interest Determination Date occurs. If such rate is no longer displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination DateH.15(519), then the CMT Rate for such CMT Interest Determination Date will be the Treasury constant maturity rate for the Designated CMT Maturity Index as published in H.15(519). If such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the applicable CMT Rate for such Interest Determination Date will be such Treasury constant maturity rate (or other United States Treasury rate) for the Designated CMT period of the Index Maturity Index for the Interest Determination Date specified above, as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and which would otherwise have been published in H.15(519). If such information In the event the rate referred to in the preceding sentence is not provided published, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by 3:00 P.M.the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Calculation Agent will determine the applicable CMT Rate for such Interest Determination Date to be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market closing offered rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, reported according to their written records, by three leading primary United States government securities dealers in The City of New York, which may include an agent of the Company or such agent’s affiliates (each, each a "“Reference Dealer") in New York City. The ”), selected by the Calculation Agent will select (from five Reference Dealers selected by the Calculation Agent and will eliminate eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, a remaining term to maturity no more than one year shorter than the Index Maturity specified above and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to in the above sentence are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated; provided, however, that if fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or, in the event of equality, one of the highest and the lowest quotation or, in the event of equality, one of the lowest, for United States Treasury securities with an original maturity greater than the Index Maturity specified above, and a remaining term to maturity closest to the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. However, if fewer than five but more than two prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated. If fewer than three prices referred to above are provided as requested, the CMT Rate on the applicable CMT Interest Determination Date will be the CMT Rate in effect on the applicable CMT Interest Determination Date. If the CMT Reuters Page FEDCMT is specified above, the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, and will be the average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as the yield is displayed on Reuters, Inc. (or any successor service) on page FEDCMT (or any other page as may replace that specified page on that service)(“Reuters Page FEDCMT”), for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the rate referred to in the preceding sentence does not appear on Reuters Page FEDCMT, then the CMT Rate for such CMT Interest Determination Date will be a percentage equal to the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, and for the week or month, as applicable, preceding the applicable CMT Interest Determination Date as published in H.15(519) opposite the caption “Treasury Constant Maturities.” If the rate referred to in the preceding sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest Determination Date will be the one-week or one-month, as specified above, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified above, as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which the related CMT Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish the rate referred to above, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest), and the lowest quotation (or, in the event of equality, one of the lowest)), for United States Treasury securities with an original maturity equal to the Index Maturity specified above, and a remaining term to maturity no more than one year shorter than the Index Maturity specified above, and in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two of the prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations shall be eliminated. If fewer than three prices referred to above are provided as requested, the rate on the applicable CMT Interest Determination Date will be calculated by the Calculation Agent as a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the applicable CMT Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five Reference Dealers selected by the Calculation Agent and eliminating the highest quotation or (in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("U.S. Treasury Notes") securities with an original maturity of approximately greater than the Designated CMT Index Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three such U.S. Treasury Note quotationsspecified above, the CMT Rate for such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the secondary market offered rates as of approximately 3:30 P.M., New York City time, on the Interest Determination Date reported by three Reference Dealers in New York City (selected using the same method described in the preceding sentence), for U.S. Treasury Notes with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated Index Maturity specified above and will be in a principal amount that is representative for a single transaction in the securities in the market at that time. If fewer than five but more than two prices referred to above are provided as requested, the rate will be calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained, and neither the highest nor the lowest of the quotations will be eliminated, or if fewer than three prices referred to above are provided as requested, the CMT Maturity Index and Rate will be the CMT Rate in an amount of at least U.S.$100 millioneffect on the applicable CMT Interest Determination Date. If two U.S. United States Treasury Notes securities with an original maturity greater than the Index Maturity as specified above have remaining terms to maturity equally close to the Designated CMT Index Maturity Indexspecified above, the Calculation Agent will obtain quotations quotes for the U.S. United States Treasury Note security with the shorter original remaining term to maturity. If only three or four (but not five) of such Reference Dealers are quoting as described above, then the CMT Rate shall maturity will be based on the average (rounded to the nearest one hundred-thousandth of a percentage point) of the offered rates obtained from all such Reference Dealers, without eliminating the Reference Dealers providing the highest and the lowest of such quotes. If fewer than three such Reference Dealers are quoting as described above, then the CMT Rate shall be the CMT Rate in effect on such Interest Determination Dateused.