Common use of Determination of Commercial Paper Rate Clause in Contracts

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Commercial Paper Rate on the Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination Date, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15") under the heading "Commercial paper--Nonfinancial". In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating is "AA", or the equivalent, from at least one nationally recognized rating agency; 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 will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Commercial Paper Rate on the Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination Date, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--NonfinancialPaper". In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication of the Federal Reserve Bank of New York ("Composite Quotations") under the heading "Commercial Paper". If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published in Composite Quotations, the rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating is "AA", or the equivalent, from at least one nationally recognized rating agency; 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 will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof for this Global Note is the Commercial Paper Rate, then as indicated in the face hereof, the interest rate on this Security payable with respect to each Interest Reset Date this Global Note shall be calculated by the Calculation Agent and shall be equal the Commercial Paper Rate on the Interest Determination Date pertaining to such Interest Reset Datedetermined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Commercial Paper Rate shall be determined on the applicable Interest Determination Date (a “Commercial Paper 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. "Commercial Paper Rate" means, with respect to each such Interest Determination Date, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15"H.15(519) under the heading "caption “Commercial paper--Paper—Nonfinancial"”. In the event that If such rate is not published prior to 9:00 A.M.by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for that commercial paper having the index maturity specified on the face hereof, as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Commercial Paper—Nonfinancial”. If 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, then the Commercial Paper Rate for such Commercial Paper Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, as of 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 U.S. dollar commercial paper in The City of New York (which may include the Agents or their affiliates) selected by the Calculation Agent Province, for commercial paper of having the Index Maturity index maturity specified on the face hereof hereof, placed for an industrial issuer issuers whose bond rating is "AA"“Aa”, or the equivalent, from at least one a nationally recognized statistical rating agencyorganization; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent Province are not quoting as mentioned in this sentenceset forth above, the Commercial Paper Rate will determined on such Commercial Paper Rate Interest Determination Date 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 Basis specified on the face hereof of this Security is the Commercial Paper Rate, then the interest rate on this Security with respect to each any Interest Reset Date shall be calculated by the Calculation Agent and shall be the Commercial Paper Rate on the Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination Date, equal the Money Market Yield (calculated as described below) of the per annum rate (quoted on such date a bank discount basis) for the relevant Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified on the face hereof hereof, as published by the Board of Governors of the Federal Reserve System in the "Statistical Release H.15H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--Nonfinancial". Paper." In the event that such rate is not published prior to 9:00 A.M.3:00 p.m., New York City time, on the relevant Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate for that shall be the Money Market Yield of the rate on such Commercial Paper Interest Determination Date for commercial paper of the specified Index Maturity as published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any Successor Publication published by the Federal Reserve Bank of New York ("Composite Quotations") under the heading "Commercial Paper". If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet available in either H.15(519) or Composite Quotations, then the Commercial Paper Rate with respect to such Interest Reset Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered ratesper annum rates (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 commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating is "AA", or the equivalent, from at least one a nationally recognized rating agency; provided, however, that that, if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceabove, the Commercial Paper Rate with respect to such Interest Reset Date will be the Commercial Paper Rate in effect on such Commercial Paper Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Base Rate Basis specified shown on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Commercial Paper Rate, then this Note will bear interest for each Interest Reset Period at the interest rate on this Security calculated with respect reference to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Commercial Paper Rate on and the Interest Determination Date pertaining to such Interest Reset Date, plus Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereofhereof or in the pricing supplement attached hereto or delivered herewith. The "Commercial Paper Rate" means, with respect to for each Interest Reset Period will be determined by the Calculation Agent as of the Business Day immediately preceding the Interest Reset Date for such Interest Reset Period (a "Commercial Paper Rate Determination Date, ") and shall be the Money Market Yield (calculated as described defined below) on such Commercial Paper Rate Determination Date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, as such rate shall be published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15"H.15(519) under the 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 prior to 9:00 A.M.3:00 P.M., New York City time, on the Calculation Date (as defined below) pertaining to such Interest the Commercial Paper Rate Determination Date, then the Commercial Paper Rate for that such Interest Reset Period shall be the Money Market Yield on the Commercial Paper Rate Determination Date shall be calculated of the rate for commercial paper of the specified Index Maturity as published in the H.15 Daily Update under the heading "Commercial Paper -- Nonfinancial." If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet published, then the Calculation Agent and "Commercial Paper Rate" for such Interest Reset Period shall be the Money Market Yield of the arithmetic mean of the offered rates, rates as of 11:00 A.M., New York City time, on that Interest the Commercial Paper Rate Determination Date, Date of three leading dealers of U.S. dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith placed for an industrial issuer whose bond rating is bonds are rated "AA", " or the equivalent, from at least one equivalent by a nationally recognized rating 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" for such Interest Reset Period will be the same as the Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the Commercial Paper Rate will be the Commercial Paper Rate in effect on such Initial Interest Determination DateRate).

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, then the The interest rate on this Security payable with respect to each Interest Reset Date this Security shall be calculated by the Calculation Agent and shall be with reference to the Commercial Paper Rate on and the Interest Determination Date pertaining to such Interest Reset Date, plus Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination DateDate specified on the face hereof, the Money Market Yield (calculated as described below) on such date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--Paper - Nonfinancial". In the event that such rate is not published prior to 9:00 A.M.3:00 P.M., New York City time, on the Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate on such Interest Determination Date will be the Money Market Yield of the rate for commercial paper having the Index Maturity specified on the face hereof as published in the daily update of H.15(509), available through the world wide web site of the Board of Governors of the Federal Reserve System at xxxx://xxx.xxx.xxx.xxx.xx/releases/h15/update (the "H.15 Daily Update") under the 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), or any successor publication or heading. 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 in any successor publications), the Commercial Paper Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall 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, as of 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent (which may include one or more of the Agents or their affiliates) for commercial paper of having the Index Maturity specified on the face hereof placed for an industrial a non-financial issuer whose bond rating is "AAAa", or the equivalent, from at least one a nationally recognized rating agency; 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 will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, then the interest rate on this Security payable with respect to each Interest Reset Date this Global Note shall be calculated by the Calculation Agent and shall be equal the Commercial Paper Rate on the Interest Determination Date pertaining to such Interest Reset Datedetermined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "The Commercial Paper Rate" means, with respect to each such Interest Determination Date, Rate shall equal the Money Market Yield (calculated as described belowdefined herein) as of the rate on such date Business Day prior to the Interest Reset Date ("Commercial Paper Interest Determination Date") for commercial paper having for the period of the Index Maturity specified on the face hereof hereof, as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15"H.15(519) under the heading "Commercial paper--Nonfinancial"Paper — Non Financial" or any replacement heading on that service. In the event that If such rate is not published prior to 9:00 A.M.by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate for that shall be the Money Market Yield (as defined below), on such Commercial Paper Interest Determination Date Date, for commercial paper for the period of the Index Maturity as published in H.15 Daily Update or any other recognized electronic source used for displaying that rate, under the heading "Commercial Paper — Non Financial" or any replacement heading on that service (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 such rate is not published in either 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, then the Commercial Paper Rate shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, rates as of 11:00 A.M.a.m., New York City time, on that such Commercial Paper Interest Determination Date, Date of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent Agent, after consultation with Financement-Québec (and which may include the Agents and their affiliates), for commercial paper for the period of the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating from a nationally recognized rating agency is at least "AA", " or the equivalent, from at least one nationally recognized rating agency; provided, however, that if the such dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate will shall be the Commercial Paper Rate in effect on such Commercial Paper Interest Determination Date. "Money Market Yield" shall be the yield calculated in accordance with the following formula: D × 360 360 - (D × M) × 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 Base Rate Basis specified shown on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Commercial Paper Rate, then this Note will bear interest for each Interest Reset Period at the interest rate on this Security calculated with respect reference to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Commercial Paper Rate on and the Interest Determination Date pertaining to such Interest Reset Date, plus Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereofhereof 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 each the Interest Reset Date for such Interest Reset Period (a "Commercial Paper Rate Determination Date, ") and shall be the Money Market Yield (calculated as described defined below) on such Commercial Paper Rate Determination Date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, as such rate shall be published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15"H.15(519) under the 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 prior to 9:00 A.M.3:00 P.M.., New York City time, on the Calculation Date (as defined below) pertaining to such Interest the Commercial Paper Rate Determination Date, then the Commercial Paper Rate for that such Interest Reset Period shall be the Money Market Yield on the Commercial Paper Rate Determination Date shall be calculated of the rate for commercial paper of the specified Index Maturity as published in the H.15 Daily Update under the 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 in the Calculation Agent and H.15 Daily Update, then the "Commercial Paper Rate" for such Interest Reset Period shall be the Money Market Yield of the arithmetic mean of the offered rates, rates 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 commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith placed for an industrial issuer whose bond rating is bonds are rated "AA", " or the equivalent, from at least one equivalent by a nationally recognized rating 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" for such Interest Reset Period will be the same as the Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the Commercial Paper Rate will be the Commercial Paper Rate in effect on such Initial Interest Determination DateRate).

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, then the The interest rate on this Security payable with respect to each Interest Reset Date this Security shall be calculated by the Calculation Agent and shall be with reference to the Commercial Paper Rate on and the Interest Determination Date pertaining to such Interest Reset Date, plus Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination DateDate specified on the face hereof, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--NonfinancialPaper". In the event that such rate is not published prior to 9:00 A.M.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 on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" (as defined below"Composite Quotations") under the heading "Commercial Paper". If such rate is not yet 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 for that such Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the Money Market Yield of the arithmetic mean (rounded to the next higher one-hundred thousandth of a percentage point) of the offered rates, as of 11:00 A.M., New York City time, on that Interest Determination Date, rates of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent as of 11:00 A.M., New York City time, on such Interest Determination Date for commercial paper of having the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating is "AA", or the equivalent, from at least one a nationally recognized rating agency; 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 will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Base Rate Basis specified shown on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Commercial Paper Rate, then this Note will bear interest for each Interest Reset Period at the interest rate on this Security calculated with respect reference to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Commercial Paper Rate on and the Interest Determination Date pertaining to such Interest Reset Date, plus Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereofhereof 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 each the Interest Reset Date for such Interest Reset Period (a "Commercial Paper Rate Determination Date, ") and shall be the Money Market Yield (calculated as described defined below) on such Commercial Paper Rate Determination Date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, as such rate shall be published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15"H.15(519) under the heading "Commercial paper--Paper-Nonfinancial". In the event that such rate is not published prior to 9:00 A.M.3:00 p.m., New York City time, on the Calculation Date (as defined belowabove) pertaining to such Interest Commercial Paper Rate Determination Date, then the Commercial Paper Rate for that such Interest Reset Period shall be the Money Market Yield on such Commercial Paper Rate Determination Date shall be calculated of the rate for commercial paper of the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith as published in the H.15 Daily, or such other recognized electronic source used for the purpose of displaying the applicable rate, under the 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 the Calculation Agent and H.15 Daily Update, then the "Commercial Paper Rate" for such Interest Reset Period shall be the Money Market Yield of the arithmetic mean of the offered rates, rates as of 11:00 A.M.a.m., New York City time, on that Interest such Commercial Paper Rate Determination Date, Date of three leading dealers of U.S. dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith placed for an industrial issuer whose bond rating is bonds are rated "AA", " or the equivalent, from at least one equivalent by a nationally recognized rating 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 Rate" for such Interest 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 Initial Interest Rate).

Determination of Commercial Paper Rate. If the Interest Base Rate Basis specified shown on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Commercial Paper Rate, then this Note will bear interest for each Interest Reset Period at the interest rate on this Security calculated with respect reference to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Commercial Paper Rate on and the Interest Determination Date pertaining to such Interest Reset Date, plus Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereofhereof 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 each the Interest Reset Date for such Interest Reset Period (a "Commercial Paper Rate Determination Date, ") and shall be the Money Market Yield (calculated as described defined below) on such Commercial Paper Rate Determination Date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, as such rate shall be published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15"H.15(519) under the heading "Commercial paper--Paper-Nonfinancial". ." In the event that such rate is not published prior to 9:00 A.M.3:00 p.m., New York City time, on the Calculation Date (as defined belowabove) pertaining to such Interest Commercial Paper Rate Determination Date, then the Commercial Paper Rate for that such Interest Reset Period shall be the Money Market Yield on such Commercial Paper Rate Determination Date shall be calculated of the rate for commercial paper of the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith as published in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate, under the 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 the Calculation Agent and H.15 Daily Update, then the "Commercial Paper Rate" for such Interest Reset Period shall be the Money Market Yield of the arithmetic mean of the offered rates, rates as of 11:00 A.M.a.m., New York City time, on that Interest such Commercial Paper Rate Determination Date, Date of three leading dealers of U.S. dollar commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith placed for an industrial issuer whose bond rating is bonds are rated "AA", " or the equivalent, from at least one equivalent by a nationally recognized rating 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 Rate" for such Interest 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 Initial Interest Rate).

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, then the The interest rate on this Security payable with respect to each Interest Reset Date this Security shall be calculated by the Calculation Agent and shall be with reference to the Commercial Paper Rate on and the Interest Determination Date pertaining to such Interest Reset Date, plus Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination DateDate specified on the face hereof, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--NonfinancialPaper". In the event that such rate is not published prior to 9:00 A.M.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 on the face hereof as published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" (as defined below"Composite Quotations") under the heading "Commercial Paper". If such rate is not yet 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 for that such Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the Money Market Yield of the arithmetic mean (rounded to the next higher one hundred thousandth of a percentage point) of the offered rates, as of 11:00 A.M., New York City time, on that Interest Determination Date, rates of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent as of 11:00 A.M., New York City time, on such Interest Determination Date for commercial paper of having the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating is "AA", or the equivalent, from at least one a nationally recognized rating agency; 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 will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, then the The interest rate on this Security payable with respect to each Interest Reset Date this Security shall be calculated by the Calculation Agent and shall be with reference to the Commercial Paper Rate on and the Interest Determination Date pertaining to such Interest Reset Date, plus Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination DateDate specified on the face hereof, the Money Market Yield (calculated as described below) on such date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--Paper - Nonfinancial". In the event that such rate is not published prior to 9:00 A.M.3:00 P.M., New York City time, on the Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate on such Interest Determination Date will be the Money Market Yield of the rate for commercial paper having the Index Maturity specified on the face hereof as published in the daily update of H.15(519), available through the world wide web site of the Board of Governors of the Federal Reserve System at xxxx://xxx.xxx.xxx.xxx.xx/releases/h15/update (the "H.15 Daily Update") under the 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), or any successor site or publication or heading. 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 in any successor publications), the Commercial Paper Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall 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, as of 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent (which may include one or more of the Agents or their affiliates) for commercial paper of having the Index Maturity specified on the face hereof placed for an industrial a non-financial issuer whose bond rating is "AAAa", or the equivalent, from at least one a nationally recognized rating agency; 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 will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, then the interest rate on this Security payable with respect to each Interest Reset Date this Note shall be calculated by the Calculation Agent and shall be equal the Commercial Paper Rate on the Interest Determination Date pertaining to such Interest Reset Datedetermined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "The Commercial Paper Rate" means, with respect to each such Interest Determination Date, Rate shall equal the Money Market Yield (calculated as described belowdefined herein) as of the rate on such date Business Day prior to the Interest Reset Date ("Commercial Paper Interest Determination Date") for commercial paper having for the period of the Index Maturity specified on the face hereof hereof, as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15"H.15(519) under the heading "Commercial paper--Nonfinancial"Paper — Non Financial" or any replacement heading on that service. In the event that If such rate is not published prior to 9:00 A.M.by 3:00 p.m., New York City time, on the Calculation Date (as defined below) pertaining to such Commercial Paper Interest Determination Date, then the Commercial Paper Rate for that shall be the Money Market Yield (as defined below), on such Commercial Paper Interest Determination Date Date, for commercial paper for the period of the Index Maturity as published in H.15 Daily Update or any other recognized electronic source used for displaying that rate, under the heading "Commercial Paper — Non Financial" or any replacement heading on that service (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 such rate is not published in either 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, then the Commercial Paper Rate shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, rates as of 11:00 A.M.a.m., New York City time, on that such Commercial Paper Interest Determination Date, Date of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent Agent, after consultation with Financement-Québec (and which may include the Agents and their affiliates), for commercial paper for the period of the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating from a nationally recognized rating agency is at least "AA", " or the equivalent, from at least one nationally recognized rating agency; provided, however, that if the such dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate will shall be the Commercial Paper Rate in effect on such Commercial Paper Interest Determination Date. "Money Market Yield" shall be the yield calculated in accordance with the following formula: D × 360 360 - (D × M) × 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 an Interest Rate Basis specified on the face hereof for this Note is the Commercial Paper Rate, then as indicated on the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be face hereof, the Commercial Paper Rate on shall be determined as of the applicable Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. (a "Commercial Paper Rate" means, with respect to each such Rate Interest Determination Date"), as the Money Market Yield (calculated as described defined below) on such date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in the weekly statistical, release entitled "Statistical Release H.15H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--NonfinancialPaper". In the event that such rate is not published prior to 9:00 A.M.by 3:00 P.M., New York City time, on the related Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for that commercial paper having the Index Maturity shown on the face hereof as published in the daily statistical release entitled "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication published by the Federal Reserve Bank of New York ("Composite Quotations") under the heading "Commercial Paper" (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 days or 90 days, respectively). If by 3:00 P.M., New York City time, on the related Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, then the Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, as of 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 commercial paper in The City of New York selected by the Calculation Agent for commercial paper of having the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating is "AA", ," or the equivalent, from at least one a nationally recognized securities rating agency; 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 will be the determined as of such Commercial Paper Rate Interest Determination Date shall be the rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, then the The interest rate on this Security payable with respect to each Interest Reset Date this Security shall be calculated by the Calculation Agent and shall be with reference to the Commercial Paper Rate on and the Interest Determination Date pertaining to such Interest Reset Date, plus Spread or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination DateDate specified on the face hereof, the Money Market Yield (calculated as described below) on such date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--Paper -- Nonfinancial". In the event that such rate is not published prior to 9:00 A.M.3:00 P.M., New York City time, on the Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate on such Interest Determination Date will be the Money Market Yield of the rate for commercial paper having the Index Maturity specified on the face hereof as published in the daily update of H.15(509), available through the world wide web site of the Board of Governors of the Federal Reserve System at xxxx://xxx.xxx.xxx.xxx.xx/releases/h15/update (the "H.15 Daily Update") under the 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), or any successor publication or heading. 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 in any successor publications), the Commercial Paper Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall 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, as of 11:00 A.M., New York City time, on that Interest Determination Date, of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent (which may include one or more of the Agents or their affiliates) for commercial paper of having the Index Maturity specified on the face hereof placed for an industrial a non-financial issuer whose bond rating is "AAAa", or the equivalent, from at least one a nationally recognized rating agency; 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 will be the Commercial Paper Rate in effect on such Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Basis specified on the face hereof for this Senior Note is the Commercial Paper Rate, then as indicated on the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be face hereof, the Commercial Paper Rate on shall be determined as of the applicable Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. (a "Commercial Paper Rate" means, with respect to each such Rate Interest Determination Date"), as the Money Market Yield (calculated as described defined below) on such date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in the relevant weekly statistical release entitled "Statistical Release H.15H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--NonfinancialPaper". In the event that such rate is not published prior to 9:00 A.M.by 3:00 P.M., New York City time, on the related Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for that commercial paper having the Index Maturity shown on the face hereof as published in the daily statistical release entitled "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication published by the Federal Reserve Bank of New York ("Composite Quotations") under the heading "Commercial Paper" (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 days or 90 days, respectively). If by 3:00 P.M., New York City time, on the related Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, then the Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, as of 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 commercial paper in The City of New York selected by the Calculation Agent for commercial paper of having the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating is "AA", ," or the equivalent, from at least one a nationally recognized securities rating agency; 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 will be the determined as of such Commercial Paper Rate Interest Determination Date shall be the rate in effect on such Commercial Paper Rate Interest Determination Date.

Determination of Commercial Paper Rate. If the an Interest Rate Basis specified on the face hereof for this -------------------------------------- Senior Note is the Commercial Paper Rate, then as indicated on the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be face hereof, the Commercial Paper Rate on shall be determined as of the applicable Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. (a "Commercial Paper Rate" means, with respect to each such Rate Interest Determination Date"), as the Money Market Yield (calculated as described defined below) on such date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in the weekly statistical release entitled "Statistical Release H.15H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--Paper-Nonfinancial" or, if such heading is no longer available and applicable, such other heading representing commercial paper issued by non-financial entities whose bond rating is "Aa," or the equivalent, from a nationally recognized statistical rating organization. In the event that such rate is not published prior to 9:00 A.M.by 3:00 P.M., New York City time, on the related Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for that commercial paper having the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in the daily statistical release entitled "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication ("Composite Quotations") under the heading "Commercial Paper" (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 days or 90 days, respectively). If by 3:00 P.M., New York City time, on the related Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, then the Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, as of 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 commercial paper in The City of New York selected by the Calculation Agent for commercial paper of having the Index Maturity specified on the face hereof placed for an industrial issuer a non-financial entity whose bond rating is "AA", Aa," or the equivalent, from at least one a nationally recognized statistical rating agencyorganization; provided, however, that if any of -------- ------- the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate will determined as of such Commercial Paper Rate Interest Determination Date 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 Basis specified on the face hereof for this -------------------------------------- Subordinated Note is the Commercial Paper Rate, then as indicated on the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be face hereof, the Commercial Paper Rate on shall be determined as of the applicable Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. (a "Commercial Paper Rate" means, with respect to each such Rate Interest Determination Date"), as the Money Market Yield (calculated as described defined below) on such date of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve System in the weekly statistical release entitled "Statistical Release H.15H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15H.15(519)") under the heading "Commercial paper--Paper-Nonfinancial" or, if such heading is no longer available and applicable, such other heading representing commercial paper issued by non-financial entities whose bond rating is "Aa," or the equivalent, from a nationally recognized statistical rating organization. In the event that such rate is not published prior to 9:00 A.M.by 3:00 P.M., New York City time, on the related Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for that commercial paper having the Index Maturity specified on the face hereof as published by the Federal Reserve Bank of New York in the daily statistical release entitled "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor publication ("Composite Quotations") under the heading "Commercial Paper" (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 days or 90 days, respectively). If by 3:00 P.M., New York City time, on the related Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, then the Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, as of 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 commercial paper in The City of New York selected by the Calculation Agent for commercial paper of having the Index Maturity specified on the face hereof placed for an industrial issuer a non-financial entity whose bond rating is "AA", Aa," or the equivalent, from at least one a nationally recognized statistical rating agencyorganization; provided, however, that -------- ------- if any of the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate will determined as of such Commercial Paper Rate Interest Determination Date shall 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 Basis specified on the face hereof is the Commercial Paper Rate, then as indicated on the face hereof, the interest rate on this Security with respect to each Interest Reset Date shall be calculated by equal (a) the Calculation Agent and shall be the Commercial Paper Rate Money Market Yield (as defined herein) on the Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination Date, the Money Market Yield (calculated as described below) hereof of the rate on such date for commercial paper having the Index Maturity specified on the face hereof as the rate for such commercial paper published by in the Board of Governors of the Federal Reserve System in "Statistical Release H.15H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15") under the heading "Commercial paper--NonfinancialPaper Non-Financial". In the event that ; (b) if such commercial paper rate is not so published prior to by 9:00 A.M., New York City time, on the Calculation Date (as defined below) pertaining to such Interest Determination Date, then the Commercial Paper Rate Money Market Yield using the rate for that commercial paper of such Index Maturity as published for such Interest Determination Date shall be calculated in the Composite Quotations under the heading "Commercial Paper"; or (c) if neither of such rates is published by the 3:00 P.M., New York City time on such Calculation Agent and shall be Date, the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 A.M., New York City time, time on that such Interest Determination Date, of three leading dealers of commercial paper in The City of New York York, selected by the Calculation Agent Company, for commercial paper of the Index Maturity specified on the face hereof placed for an industrial issuer whose bond rating is "AA", " or the equivalent, from at least one a nationally recognized rating agency, 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, that if the such dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceabove, the Commercial Paper Rate will interest rate in effect hereon until the Interest Reset Date next succeeding the Interest Reset Date to which such Interest Determination Date relates shall be the Commercial Paper Rate rate in effect hereon on such Interest Determination Date.. "Money Market Yield" shall be the yield calculated in accordance with the following formula: D X 360 Money Market Yield = X 100 360 - (D X M)

Determination of Commercial Paper Rate. If the Interest Base Rate Basis specified on the face hereof is the Commercial Paper Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Commercial Paper Rate with respect to this Note shall be determined on the each Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. "Commercial Paper Rate" means, with respect to each such Interest Determination Date, and shall be the Money Market Yield (calculated as described belowdefined herein) of the rate on such date for commercial paper having the Index Maturity specified on the face hereof hereof, as such rate shall be published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15, Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15"H.15(519) under the heading caption "Commercial paper--Paper-Nonfinancial". In the event that such rate is ," or if not so published prior to 9:00 A.M., New York City time, on the Calculation Date (as defined below) pertaining to such Interest Determination Date, the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper of the Index Maturity specified on the face hereof as published in Composite Quotations under the caption "Commercial Paper." If neither of such rates is published by 3:00 P.M., New York City time, on such Calculation Date, then the Commercial Paper Rate for that Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates, rates as of 11:00 A.M., New York City time, on that such Interest Determination Date, Date of three leading dealers of in commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the Index Maturity specified on the face hereof hereof, placed for an industrial issuer whose bond rating is "AA", ," or the equivalent, from at least one a nationally recognized rating agency; providedPROVIDED, howeverHOWEVER, that if the dealers selected elected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate rate of interest in effect for the applicable 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 rate of interest payable hereon shall be the Initial Interest Rate).