Common use of Determination of Commercial Paper Rate Clause in Contracts

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above is the Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15(519) under the caption “Commercial Paper-Nonfinancial”. In the event that such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update or other recognized electronic source, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity specified above placed for industrial issuers whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Interest Determination Date will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Note is the Commercial Paper Rate, the interest rate with respect to this Note will be as indicated above, the Commercial Paper Rate plus or minus shall be determined on the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Commercial Paper Rate” means, with respect to any Rate Interest Determination Date"), as the Money Market Yield (as defined below) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15(519) under the caption “heading "Commercial Paper-Paper - Nonfinancial”". In the event that such rate is not published by 3:00 P.M.9:00 A.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for commercial paper having the Index Maturity specified indicated above as published in H.15 Daily UpdateUpdate under the heading "Commercial Paper - Nonfinancial" (with an Index Maturity of one month, or other recognized electronic source used for the purpose three months being deemed to be equivalent to an Index Maturity of displaying the applicable rate30 days or 90 days, under the caption “Commercial Paper-Nonfinancial.” respectively). If by 3:00 P.M., New York City time, on such the related Calculation Date such rate is not yet published in either H.15(519), ) or H.15 Daily Update or other recognized electronic sourceUpdate, then the Commercial Paper Rate for such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent for commercial paper having the Index Maturity specified above placed for an industrial issuers issuer whose bond rating is “"AA,” ", or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above designated on the face hereof is the Commercial Paper Rate, then the interest rate with respect to this Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to any for each Interest Reset Date will be determined by the Calculation Agent as of the second Market Day preceding such Interest Reset Date (a “Commercial Paper Interest Determination Date”), and will be the Money Market Yield (as defined belowhereinafter defined) of the per annum rate (quoted on a bank discount basis) on such Commercial Paper Interest Determination Date for commercial paper having the specified Index Maturity specified 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 of the Board of Governors of the Federal Reserve System (“H.15(519)”) under the caption heading “Commercial Paper-Nonfinancial”. In the event that such rate is not published by 3:00 P.M.prior to 9:00 A.M., New York City time, on the relevant Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will with respect to such Interest Reset Date shall be the Money Market Yield of the rate on such Commercial Paper Interest Determination Date for commercial paper having the specified Index Maturity specified above as published by the Federal Reserve Bank of New York in H.15 Daily Updateits daily statistical release, “Composite 3:30 P.M. Quotations for U.S. Government Securities” or other recognized electronic source used for any successor publication published by the purpose Federal Reserve Bank of displaying the applicable rate, New York (“Composite Quotations”) under the caption heading “Commercial Paper-Nonfinancial.” ”. If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519)) or Composite Quotations, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for with respect to such Interest Determination Reset Date will shall be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered per annum rates at approximately (quoted on a bank discount basis), as of 11:00 A.M., New York City time, on that such Commercial Paper Interest Determination Date, of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the specified Index Maturity specified above placed for an industrial issuers issuer whose bond rating is “AA,” ”, or the equivalent, from a nationally recognized statistical rating organizationagency; 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 Commercial Paper Rate determined as of with respect to such Interest Determination Reset Date will be the Commercial Paper Rate in effect on such Commercial Paper Interest Determination Date.

Determination of Commercial Paper Rate. If Unless otherwise specified in the Interest applicable Pricing Supplement, if the Base Rate Reset Basis specified above on the face hereof is the Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect will be determined by the Calculation Agent as of the second Business Day prior to any each Interest Reset Date (a “Commercial Paper Rate Determination Date, ”) and shall be the Money Market Yield (as defined below) on such Commercial Paper Rate Determination Date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof, as such rate shall be published by the Board of Governors of the Federal Reserve System in “Statistical Release H.l5(519), Selected Interest Rates” (“H.15(519) )”), or any successor publication, under the caption heading “Commercial Paper-Nonfinancial”. In the event that such rate is not published by prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will shall be the rate Money Market Yield on such Interest Commercial Paper Rate Determination Date of the rate for commercial paper having of the Index Maturity specified above on the face hereof as published by the Federal Reserve Bank of New York in H.15 Daily Update, or other recognized electronic source used its daily statistical release “Composite 3:30 P.M. Quotations for the purpose of displaying the applicable rate, U.S. Government Securities” (“Composite Quotations”) under the caption heading “Commercial Paper-Nonfinancial.” ”. If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519)) or Composite Quotations, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately as of 11:00 A.M., New York City time, on that Interest such Commercial Paper Rate Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having of the Index Maturity specified above on the face hereof, placed for an industrial issuers issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organizationagency; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate determined as rate of such Interest Determination Date interest in effect for the applicable period will be the Commercial Paper Rate rate of interest in effect on such Interest Commercial Paper Rate Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above is the Commercial Paper Rate, the interest rate payable with respect to this Note will be shall equal the Commercial Paper Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, . The Commercial Paper Rate for each Interest Reset Date shall be determined as specified above. of the Business Day prior to the Interest Reset Date (“Commercial Paper Rate” means, with respect to any Rate Interest Determination Date, ”) and shall equal the Money Market Yield (as defined below) of the rate on such Interest Determination Date that date for commercial paper having for the period of the Index Maturity specified above on the face hereof, as published in H.15(519) under the caption “Commercial Paper-—Nonfinancial”. In the event that If such rate is not published by 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate will shall be the rate Money Market Yield (as defined below), on such Commercial Paper Interest Determination Date Date, for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, Update or any other recognized electronic source used for the purpose of displaying the applicable that rate, under the caption heading “Commercial Paper-—Nonfinancial.” (with an Index Maturity of one month or three months being deemed to be an Index Maturity of thirty days or ninety days respectively). If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update or other another recognized electronic sourcesource by 3:00 p.m., New York City time, on such Calculation Date, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will shall be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.a.m., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent Agent, after consultation with Québec (and which may include the Agents and their affiliates), for commercial paper having the Index Maturity specified above on the face hereof placed for industrial issuers whose bond rating is “AA,Aa” or the equivalent, equivalent from a nationally recognized statistical rating organization; , provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will shall be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis Basis, as specified above above, is, or is calculated by reference to, the Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as unless otherwise specified above. , the “Commercial Paper Rate” means, with respect for each Interest Reset Date will be determined by the Calculation Agent as of the second Business Day prior to any such Interest Reset Date (a “Commercial Paper Interest Determination Date, ”) and shall be the Money Market Yield (as defined below) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as indicated above, as such rate shall be published in H.15(519) under the caption “Commercial Paper-Nonfinancial”. .” In the event that such rate is not published by prior to 3:00 P.M.p.m., New York City time, on the applicable Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will shall be calculated by the rate Calculation Agent as the Money Market Yield of the Commercial Paper Rate on such the applicable Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified above as above, published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 P.M.p.m., New York City time, on such the applicable Calculation Date Date, such rate is not yet published as provided in either H.15(519)the preceding sentence, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for such on the applicable Commercial Paper Interest Determination Date will shall be calculated by the Calculation Agent and will be as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.a.m., New York City time, on that the applicable Commercial Paper Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York York, which may include an agent of the Company or such agent’s affiliates, selected by the Calculation Agent for commercial paper having the Index Maturity specified above above, placed for industrial issuers whose bond rating is “AAAa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate determined as of such Interest Determination Date will be the Commercial Paper Rate in effect on such the applicable Commercial Paper Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Base Rate Reset Basis specified above on the face hereof is the Commercial Paper Rate, the interest rate Commercial Paper Rate with respect to this Note will shall be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to any determined on each Interest Determination Date, Date and shall be the Money Market Yield (calculated as defined described below) of the per annum rate (quoted on a bank discount basis) for the relevant Interest Determination Date for commercial paper having the specified Index Maturity as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "Commercial Paper--Nonfinancial." If such rate is not published before 3:00 p.m., New York City time, on the relevant Calculation Date, then the Commercial Paper Rate for such Interest Reset Date shall be the Money Market Yield of such rate on such Interest Determination Date for commercial paper having the specified Index Maturity specified above as published in H.15(519) under by the caption “Commercial Paper-Nonfinancial”. In the event that such rate is not published by 3:00 P.M., Federal Reserve Bank of New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rateInternet, under the caption “heading "Federal Reserve Release--Commercial Paper-Nonfinancial.” " If by 3:00 P.M.p.m., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update ) or other recognized electronic sourceby the Federal Reserve Bank of New York, the Commercial Paper Rate for such Interest Determination interest Reset Date will shall be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered per annum rates at approximately (quoted on a bank discount basis), as of 11:00 A.M.a.m., New York City time, on that such Interest Determination Date, of three leading dealers of United States dollar commercial paper in The City of New York (which may include the Agents) selected by the Calculation Agent for commercial paper having of the specified Index Maturity specified above placed for industrial issuers a nonfinancial issuer whose bond rating is “"AA,” " or the equivalent, from a nationally recognized statistical rating organizationagency; 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 Commercial Paper Rate determined as of for such Interest Determination Reset Date will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Base Rate Reset Basis specified above is the Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Base Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to that takes effect on any Interest Determination Date, Reset Date shall equal the Money Market Yield (as defined in Section 3(n) below) of the rate on rate, for the second Business Day immediately preceding such Interest Reset Date (the "Commercial Paper Interest Determination Date Date"), for commercial paper having the Index Maturity specified above Maturity, as published in H.15(519) (as defined in Section 3(n) below) under the caption “heading "Commercial Paper-Paper - Nonfinancial”". In If the event that such Commercial Paper Rate cannot be determined as described above, the following procedures will apply in determining the Commercial Paper Rate: (i) If the rate is described above does not published appear in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining (as defined in Section 3(n) below) corresponding to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate will be the rate on rate, for such Commercial Paper Interest Determination Date Date, for commercial paper having the Index Maturity specified above Maturity, as published in H.15 Daily Update, Update (as defined in Section 3(n) below) or any other recognized electronic source used for the purpose of displaying the applicable that rate, under the caption “heading "Commercial Paper-Paper - Nonfinancial".” (ii) If the rate described in clause (i) above does not appear in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update or other recognized electronic sourceDate, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the following offered rates at approximately for U.S. dollar commercial paper that has the Index Maturity and is placed for an industrial issuer whose bond rating is "AA", or the equivalent, from a nationally recognized rating agency: the rates offered as of 11:00 A.M., New York City time, on that such Commercial Paper Interest Determination Date, of Date by three leading dealers of United States U.S. dollar commercial paper dealers in The City of New York City selected by the Calculation Agent. (iii) If fewer than three dealers selected by the Calculation Agent for commercial paper having the Index Maturity specified above placed for industrial issuers whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organization; 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 Commercial Paper Rate determined as of such Interest Determination Date will shall be the Commercial Paper Rate in effect on such the previous Commercial Paper Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate). The Base Rate determined in accordance with this Section 3(b) 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 Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Note is the Commercial Paper Rate, as indicated on the interest rate with respect to this Note will be face hereof, the Commercial Paper Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Commercial Paper Rate” means, with respect to any Rate Interest Determination Date"), as the Money Market Yield (as defined belowhereinafter defined) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof as published in H.15(519) under the caption “"Commercial Paper-Nonfinancial”. In the event that such rate is " or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption “"Commercial Paper-Nonfinancial.” " If such rate is not yet 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 the related Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent for commercial paper having the Index Maturity specified above on the face hereof placed for industrial issuers whose bond rating is “AA,” "Aa", or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Base Rate Reset Basis specified above on the face hereof is the Commercial Paper Rate, the interest rate Commercial Paper Rate with respect to this Note will shall be determined on each Interest Determination Date and shall be the Money Market Yield of the annual rate, quoted on a bank discount basis, for the relevant Interest Determination Date for commercial paper having the specified Index Maturity as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates" under the heading "Commercial Paper --Nonfinancial." or any successor publication of the Board of Governors of the Federal Reserve System. If such rate is not published before 3:00 p.m., New York City time, on the Calculation Date, then the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to any Interest Determination Date, will be the Money Market Yield (as defined below) of the such rate on the such Interest Determination Date for commercial paper having the specified Index Maturity specified above as published in H.15(519) H.15 Daily Update or such other recognized electronic source used for the purpose of displaying such rate under the caption “"Commercial Paper-Paper -- Nonfinancial”. In the event that such rate is not published ." If by 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), ) or H.15 Daily Update or other another recognized electronic source, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately as of 11:00 A.M.a.m., New York City time, on that such Interest Determination Date, of three leading dealers of United States dollar commercial paper in The City of New York City (which may include any of the Agents or their affiliates) selected by the Calculation Agent for commercial paper having of the specified Index Maturity specified above placed for industrial issuers a nonfinancial issuer whose bond rating is “AA"Aa,” " or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the agency. If fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceproviding quotes, the Commercial Paper Rate determined as of such Interest Determination Date rate will be the Commercial Paper Rate same as the rate used in effect on such Interest Determination Datethe prior interest period.

Determination of Commercial Paper Rate. If the Interest Base Rate Reset Basis specified above indicated on the face hereof is the Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to any Interest Determination Date, shall equal the Money Market Yield (calculated as defined described below) of the rate on such each Interest Determination Date specified on the face hereof for commercial paper Commercial Paper having the Index Maturity specified above on the face hereof, as such rate is published in H.15(519) ), under the caption “heading "Commercial Paper-Nonfinancial”. In the event that " or, if such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update or other recognized electronic source, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Money Market Yield of the rate set forth in H.15 Daily Update or such other electronic source for the purpose of displaying such rate on that Interest Determination Date for Commercial Paper having the specified Index Maturity as published in Composite Quotations under the heading "Commercial Paper-Nonfinancial." If such rate is not published in either H.15(519), H.15 Daily Update or another recognized electronic source on the Calculation Agent and will Date pertaining to such Interest Determination Date, then the Commercial Paper Rate for such Interest Determination Date shall be the Money Market Yield of the arithmetic mean of rate for the offered rates at approximately 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of United States dollar commercial paper first preceeding day for which such rate is set forth in The City of New York selected by the Calculation Agent for commercial paper having H.15(519) opposite the Index Maturity designated and under the heading "Commercial Paper - Nonfinancial." In each of the above cases, the rate shall be adjusted by the addition or subtraction of the Spread, if any, specified above placed for industrial issuers whose bond rating is “AA,” on the face hereof, or by multiplication by the equivalentSpread Multiplier, from a nationally recognized statistical rating organization; providedif any, however, that if specified on the face hereof. If the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentencespecified herein, the Commercial Paper Rate determined as of with respect to such Interest Determination Date will be the Commercial Paper Rate in effect on such that Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Note is the Commercial Paper Rate, as indicated on the interest rate with respect to this Note will be face hereof, the Commercial Paper Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. applicable Interest Determination Date (a “Commercial Paper Rate” means, with respect to any Rate Interest Determination Date”), as the Money Market Yield (as defined belowhereinafter defined) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof as published in H.15(519) under the caption “Commercial Paperpaper-Nonfinancial”. In the event that such rate is ” or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof as published in H.15 Daily UpdateUpdate (as hereinafter defined), or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption “Commercial Paperpaper-Nonfinancial.” If such rate is not yet 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 Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States U.S. dollar commercial paper in The City of New York (which may include one or more of the Agents or their affiliates) selected by the Calculation Agent for commercial paper having the Index Maturity specified above on the face hereof placed for industrial issuers whose bond rating is “AAAa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Note -------------------------------------- is the Commercial Paper Rate, as specified on the interest rate with respect to face hereof (or, if this Note will be is in global form, in the Pricing Supplement), the Commercial Paper Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Commercial Paper Rate” means, with respect to any Rate Interest Determination Date, ") as the Money Market Yield (as defined below) on such date of the rate for commercial paper 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) under the caption "Commercial Paper-Nonfinancial" or, if not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15(519) under the caption “Commercial Paper-Nonfinancial”. In the event that such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption “"Commercial Paper-Nonfinancial.” " If such rate is not yet 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 Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.a.m., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity specified above placed for industrial issuers whose bond rating is “AA"Aa,” " or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above is the Commercial Paper Rate, the interest rate with respect to this Note will be the The Commercial Paper Rate plus or minus for each Interest Reset Date will be determined as of the Spread, if any, or multiplied by Business Day prior to the Spread Multiplier, if any, as specified above. Interest Reset Date (a “Commercial Paper Rate” means, with respect to any Rate Interest Determination Date”), and will be the Money Market Yield (as defined below) on that date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof, as published in H.15(519) under the caption “Commercial Paper-—Nonfinancial”. In the event that such rate is ” or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Money Market Yield on such Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof, as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption “Commercial Paper-—Nonfinancial.” ”. If such rate is not yet 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 Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States U.S. dollar commercial paper 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 commercial paper having the Index Maturity specified above on the face hereof, placed for industrial issuers whose bond rating is “AA,” Aa”, or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date. “Money Market Yield” will be a yield (expressed as a percentage) calculated in accordance with the following formula: Money Market Yield = D × 360 × 100 where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the Interest Payment Period for which interest is being calculated.

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above on the face hereof is the Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to Security for any Interest Determination Date, Reset Date shall equal (a) the Money Market Yield (calculated as defined described below) of the rate on the second Market Day with respect to this Security immediately preceding such Interest Reset Date (the “Commercial Paper Interest Determination Date Date”) for commercial paper having the Index Maturity specified above on the face hereof, (i) as published in H.15(519) under the caption heading “Commercial Paper-– Nonfinancial”. In the event that , or (ii) if such rate is not so published by prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, Update under the caption heading “Commercial Paper-–Nonfinancial.” If ”, or (b) if such rate is not published in either H.15(519) or H.15 Daily Update by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean mean, as calculated by the Calculation Agent on such Calculation Date, of the offered rates at approximately rates, as of 11:00 A.M., New York City time, on that such Commercial Paper Interest Determination Date, of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity specified above on the face hereof placed for an industrial issuers issuer whose bond rating is “AA,” ”, or the equivalent, from a nationally recognized statistical rating organizationagency, in each of the above cases adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, provided that if the such dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Interest Determination Date will shall be the Commercial Paper Rate in effect on such Commercial Paper Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above is of a Note provides for the payment of interest at a rate to be determined by reference to the Commercial Paper Rate, the interest rate with respect to this such Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to for any Interest Determination Date, Reset Date shall equal (a) the Money Market Yield (calculated as defined described below) on such date of the rate on the second Market Day with respect to such Interest Note immediately preceding such Reset Date (the “Commercial Paper Rate Determination Date Date”) for commercial paper having the Index Maturity specified above as published designated in H.15(519the applicable Pricing Supplement (i) under the caption “Commercial Paper-Nonfinancial”. In the event that such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying the applicable that rate, under the caption heading “Commercial Paper-/Nonfinancial.,” If or (b) if such yield is not published in H.15 Daily Update or any other recognized electronic source used for displaying that rate by 3:00 P.M.p.m., New York City time, on such Calculation Date such rate is not yet published in either H.15(519)calculation date, H.15 Daily Update or other recognized electronic source, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean (rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards), as calculated by the Calculation Agent on such calculation date, of the offered per annum rates at (quoted on a bank discount basis), as of approximately 11:00 A.M.a.m., New York City time, on that Interest such Commercial Paper Rate Determination Date, of three leading dealers of United States dollar in commercial paper in The City of New York York, selected by the Calculation Agent Agent, for commercial paper having the Index Maturity specified above designated in the applicable Pricing Supplement placed for an industrial issuers issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organizationagency, in each of the above cases adjusted by the addition or subtraction of the Spread, if any, specified in the applicable Pricing Supplement or by multiplication by the Spread Multiplier, if any, specified in the applicable Pricing Supplement; 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 Commercial Paper Rate determined as of with respect to such Interest Commercial Paper Rate Determination Date will be shall remain the Commercial Paper Rate then in effect on such Interest Commercial Paper Rate Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this -------------------------------------- Note is the Commercial Paper Rate, the interest rate with respect to this Note will be as indicated above, the Commercial Paper Rate plus or minus shall be determined on the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Commercial Paper Rate” means, with respect to any Rate Interest Determination Date"), as the Money Market Yield (as defined below) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15(519) ), under the caption “heading "Commercial Paper-Nonfinancial”". In the event that such rate is not published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will shall be the rate Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for commercial paper having the Index Maturity specified shown above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, Composite Quotations under the caption “heading "Commercial Paper-Nonfinancial.” " (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 days or 90 days, respectively). If by 3:00 P.M., New York City time, on such the related Calculation Date such rate is not yet published in either H.15(519)) or Composite Quotations, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for such Commercial Paper Rate Interest Determination Date will shall be as calculated by the Calculation Agent and will shall be the Money Market Yield of 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 offered rates at approximately 11:00 A.M., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity specified above placed for an industrial issuers issuer whose bond rating is “"AA,” ", or the equivalent, from a nationally recognized statistical securities rating organizationagency; provided, -------- however, that if the dealers selected as aforesaid by the Calculation Agent are ------- not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of on such Commercial Paper Rate Interest Determination Date will shall be the Commercial Paper Rate rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Subordinated Note is the Commercial Paper Rate, as indicated on the interest rate with respect to this Note will be face hereof, the Commercial Paper Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Commercial Paper Rate” means, with respect to any Rate Interest Determination Date, ") as the Money Market Yield (as defined belowhereinafter defined) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof as published in H.15(519) under the caption “"Commercial Paper-Nonfinancial”. In the event that such rate is " or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption “"Commercial Paper-Nonfinancial.” " If such rate is not yet 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 the related Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity specified above on the face hereof placed for industrial issuers whose bond rating is “AA,” "Aa", or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above is the Commercial Paper Rate, the interest rate payable with respect to this Note will be shall equal the Commercial Paper Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, . The Commercial Paper Rate for each Interest Reset Date shall be determined as specified above. of the Business Day prior to the Interest Reset Date (“Commercial Paper Rate” means, with respect to any Rate Interest Determination Date, ”) and shall equal the Money Market Yield (as defined belowherein) of the rate on such Interest Determination Date that date for commercial paper having for the period of the Index Maturity specified above on the face hereof, as published in H.15(519) under the caption “Commercial Paper-Nonfinancial—Non Financial”. In the event that If such rate is not published by 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate will shall be the rate Money Market Yield (as defined below), on such Commercial Paper Interest Determination Date Date, for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, Update or any other recognized electronic source used for the purpose of displaying the applicable that rate, under the caption heading “Commercial Paper-Nonfinancial.—Non Financial” (with an Index Maturity of one month or three months being deemed to be an Index Maturity of thirty days or ninety days respectively). If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update or other another recognized electronic sourcesource by 3:00 p.m., New York City time, on such Calculation Date, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will shall be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.a.m., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent Agent, after consultation with Québec (and which may include the Agents and their affiliates), for commercial paper having the Index Maturity specified above on the face hereof placed for industrial issuers whose bond rating is “AA,Aa” or the equivalent, equivalent from a nationally recognized statistical rating organization; , provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will shall be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Note is the Commercial Paper Rate, as indicated on the interest rate with respect to this Note will be face hereof or in the Pricing Supplement, the Commercial Paper Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. applicable Interest Determination Date (a “Commercial Paper Rate” means, with respect to any Rate Interest Determination Date”), as the Money Market Yield (as defined below) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof or in the Pricing Supplement as published in H.15(519H.I 5(519) under the caption heading “Commercial Paper-Nonfinancial”. In the event that such rate is not published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will shall be the rate Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for commercial paper having the Index Maturity specified above on the face hereof or in the Pricing Supplement as published in H.15 Daily UpdateUpdate (as defined below), or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption heading “Commercial Paper-Nonfinancial.” ”. If by 3:00 P.M.p.m., New York City time, on such the related Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update or other another recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will shall be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.a.m., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York (which may include the Dealers or their affiliates) selected by the Calculation Agent for commercial paper having the Index Maturity specified above designated on the face hereof or in the Pricing Supplement placed for an industrial issuers issuer whose bond rating is “AAAa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if any of the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will shall be the Commercial Paper Rate rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Note is the Commercial Paper Rate, as specified on the interest rate with respect to face hereof (or, if this Note will be is in global form, in the Pricing Supplement), the Commercial Paper Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Commercial Paper Rate” means, with respect to any Rate Interest Determination Date, ") as the Money Market Yield (as defined below) on such date of the rate for commercial paper 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) under the caption "Commercial Paper-Nonfinancial" or, if not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15(519) under the caption “Commercial Paper-Nonfinancial”. In the event that such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption “"Commercial Paper-Nonfinancial.” " If such rate is not yet 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 Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.a.m., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity specified above placed for industrial issuers whose bond rating is “AA"Aa,” " or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Base Rate Reset Basis specified above is the -------------------------------------- Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Base Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to that takes effect on any Interest Determination Date, Reset Date shall equal the Money Market Yield (as defined in Section 3(n) below) of the rate on rate, for the second Business Day immediately preceding such Interest Reset Date (the "Commercial Paper Interest Determination Date Date"), for commercial paper -------------------------------------------- having the Index Maturity specified above Maturity, as published in H.15(519) (as defined in Section 3(n) below) under the caption “heading "Commercial Paper-Paper Nonfinancial”". In If the event that such Commercial Paper Rate cannot be determined as described above, the following procedures will apply in determining the Commercial Paper Rate: (i) If the rate is described above does not published appear in H.15(519) by 3:00 P.M., New York City time, on the Calculation Date pertaining (as defined in Section 3(n) below) corresponding to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate will be the rate on rate, for such Commercial Paper Interest Determination Date Date, for commercial paper having the Index Maturity specified above Maturity, as published in H.15 Daily Update, Update (as defined in Section 3(n) below) or any other recognized electronic source used for the purpose of displaying the applicable that rate, under the caption “heading "Commercial Paper-Paper - Nonfinancial".” (ii) If the rate described in clause (i) above does not appear in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update or other recognized electronic sourceDate, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the following offered rates at approximately for U.S. dollar commercial paper that has the Index Maturity and is placed for an industrial issuer whose bond rating is "AA", or the equivalent, from a nationally recognized rating agency: the rates offered as of 11:00 A.M., New York City time, on that such Commercial Paper Interest Determination Date, of Date by three leading dealers of United States U.S. dollar commercial paper dealers in The City of New York City selected by the Calculation Agent. (iii) If fewer than three dealers selected by the Calculation Agent for commercial paper having the Index Maturity specified above placed for industrial issuers whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organization; 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 Commercial Paper Rate determined as of such Interest Determination Date will shall be the Commercial Paper Rate in effect on such the previous Commercial Paper Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate). The Base Rate determined in accordance with this Section 3(b) 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 Commercial Paper Rate. If the Interest Rate Reset Basis specified above is the Commercial Paper Rate, the interest rate with respect to this Note will be the The Commercial Paper Rate plus or minus for each Interest Reset Date will be determined as of the Spread, if any, or multiplied by Business Day prior to the Spread Multiplier, if any, as specified above. Interest Reset Date (a “Commercial Paper Rate” means, with respect to any Rate Interest Determination Date”), and will be the Money Market Yield (as defined below) on that date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof, as published in H.15(519) under the caption “Commercial Paper-—Nonfinancial”. In the event that such rate is ” or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Money Market Yield on such Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof, as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption “Commercial Paper-—Nonfinancial.” ”. If such rate is not yet 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 Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States U.S. dollar commercial paper 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 commercial paper having the Index Maturity specified above on the face hereof, placed for industrial issuers whose bond rating is “AA,” Aa”, or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date. “Money Market Yield” will be a yield (expressed as a percentage) calculated in accordance with the following formula: D × 360 × 100 Money Market 360 – (D × Yield = M) where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the Interest Payment Period for which interest is being calculated.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Note is the Commercial Paper Rate, as specified on the interest rate with respect to face hereof (or, if this Note will be is in global form, in the Pricing Supplement), the Commercial Paper Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. applicable Interest Determination Date (a “Commercial Paper Rate” means, with respect to any Rate Interest Determination Date, ”) as the Money Market Yield (as defined below) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) under the caption “Commercial Paper-Nonfinancial”. In the event that such rate is ” or, if not so published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the such Index Maturity specified above as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption “Commercial Paper-Nonfinancial.” If such rate is not yet 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 Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.a.m., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York (which may include the Distribution Agents or their affiliates) selected by the Calculation Agent for commercial paper having the Index Maturity specified above on the face hereof (or, if this Note is in global form, in the Pricing Supplement) placed for industrial issuers whose bond rating is “AAAa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above is the Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15(519) under the caption “Commercial Paper-Nonfinancial”. In the event that such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update or other recognized electronic source, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent Company for commercial paper having the Index Maturity specified above placed for industrial issuers whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Calculation Agent Company are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Interest Determination Date will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Note is the Commercial Paper Rate, as specified on the interest rate with respect to face hereof (or, if this Note will be is in global form, in the Pricing Supplement), the Commercial Paper Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. applicable Interest Determination Date (a “Commercial Paper Rate” means, with respect to any Rate Interest Determination Date, ”) as the Money Market Yield (as defined below) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) under opposite the caption “Commercial Paper-Nonfinancial”. In the event that such rate is ” or, if not so published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the such Index Maturity specified above as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable such rate, under opposite the caption “Commercial Paper-Nonfinancial.” If such rate is not yet 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 Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.a.m., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York (which may include the Distribution Agents or their affiliates) selected by the Calculation Agent for commercial paper having the Index Maturity specified above on the face hereof (or, if this Note is in global form, in the Pricing Supplement) placed for industrial issuers whose bond rating is “AAAa,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Reset Basis specified above for this Senior Note is the Commercial Paper Rate, as indicated on the interest rate with respect to this Note will be face hereof, the Commercial Paper Rate plus or minus shall be determined as of the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “applicable Interest Determination Date (a "Commercial Paper Rate” means, with respect to any Rate Interest Determination Date, ") as the Money Market Yield (as defined belowhereinafter defined) on such date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof as published in H.15(519) under the caption “"Commercial Paper-Nonfinancial”. In the event that such rate is " or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable such rate, under the caption “"Commercial Paper-Nonfinancial.” " If such rate is not yet 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 the related Calculation Date such rate is not yet published in either H.15(519)Date, H.15 Daily Update or other recognized electronic source, then the Commercial Paper Rate for on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that such Commercial Paper Rate Interest Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having the Index Maturity specified above on the face hereof placed for industrial issuers whose bond rating is “AA,” "Aa", or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Base Rate Reset Basis specified above shown on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Commercial Paper Rate, this Note will bear interest for each Interest Reset Period at the interest rate calculated with respect reference to this Note will be the Commercial Paper Rate plus and the Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified aboveon the face hereof or in the pricing supplement attached hereto or delivered herewith. “The "Commercial Paper Rate” means, with respect " for each Interest Reset Period will be determined by the Calculation Agent as of the second Business Day prior to any the Interest Reset Date for such Interest Reset Period (a "Commercial Paper Rate Determination Date, ") and shall be the Money Market Yield (as defined below) on such Commercial Paper Rate Determination Date of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above on the face hereof or in the pricing supplement attached hereto or delivered herewith, as such rate shall be published in H.15(519) under the caption “heading "Commercial Paper-Paper - Nonfinancial”." The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above. In the event that such rate is not published by prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest the Commercial Paper Rate Determination Date, then the Commercial Paper Rate will for such Interest Reset Period shall be the rate Money Market Yield on such Interest the Commercial Paper Rate Determination Date of the rate for commercial paper having of the specified Index Maturity specified above as published in the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, Update under the caption “heading "Commercial Paper-Paper - Nonfinancial.” " If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), ) or in the H.15 Daily Update or other recognized electronic sourceUpdate, then the "Commercial Paper Rate Rate" for such Interest Determination Date will be calculated by the Calculation Agent and will Reset Period shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately as of 11:00 A.M.a.m., New York City time, on that Interest the Commercial Paper Rate Determination Date, Date of three leading dealers of United States dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper having of the Index Maturity specified above on the face hereof or in the pricing supplement attached hereto or delivered herewith placed for an industrial issuers issuer whose bond rating is “bonds are rated "AA,” " or the equivalent, from equivalent by a nationally recognized statistical rating organization; agency, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the "Commercial Paper Rate determined as of Rate" for such Interest Determination Date Reset Period will be the same as the Commercial Paper Rate in effect on for the immediately preceding Interest Reset Period (or, if there was no such Interest Determination DateReset Period, the Commercial Paper Rate will be the Initial Interest Rate).

Determination of Commercial Paper Rate. If the Interest Rate Reset Basis specified above is the Commercial Paper Rate, the interest rate with respect to this Note will be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Commercial Paper Rate” means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15(519) under the caption “Commercial Paper-Nonfinancial”. In the event that such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate will be the rate on such Interest Determination Date for commercial paper having the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in either H.15(519), H.15 Daily Update or other recognized electronic source, the Commercial Paper Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of United States dollar commercial paper in The City of New York York, which may include an agent for the sale of the Notes or its affiliates, selected by the Calculation Agent after consultation with the Company for commercial paper having the Index Maturity specified above placed for industrial issuers whose bond rating is “AA,” or the equivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Interest Determination Date will be the Commercial Paper Rate in effect on such Interest Determination Date.