Common use of Determination of Commercial Paper Rate Clause in Contracts

Determination of Commercial Paper Rate. If the Base Rate set forth on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to any Interest Determination Date pertaining thereto, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity set forth on the face hereof, as such rate shall be published in H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date under the caption "Commercial Paper--Nonfinancial". If the above rate is not published in H.15(519) by 3:00 PM, New York City time, on the Calculation Date, 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 set forth 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 by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, the Commercial Paper Rate on such 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 such Interest Determination Date of three leading dealers in commercial paper in New York City selected by the Calculation Agent for commercial paper having the Index Maturity set forth on the face hereof placed for an industrial issuer whose bond rating is "Aa", or the equivalent, from a nationally recognized securities rating organization. However, if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in the previous sentence, the Commercial Paper Rate in effect for the applicable 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 rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate).

Determination of Commercial Paper Rate. If the Base Rate set forth on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to any Interest Determination Date pertaining thereto, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity set forth on the face hereof, as such rate shall be published in H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date under the caption "Commercial Paper--Nonfinancial". If the above rate is not published in H.15(519) by 3:00 PM, New York City time, on the Calculation Date, 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 set forth 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 by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, the Commercial Paper Rate on such 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 such Interest Determination Date of three leading dealers in commercial paper in New York City selected by the Calculation Agent for commercial paper having the Index Maturity set forth on the face hereof placed for an industrial issuer whose bond rating is "Aa", or the equivalent, from a nationally recognized securities rating organization. However, if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in the previous prior sentence, the Commercial Paper Rate in effect for the applicable 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 rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate).

Determination of Commercial Paper Rate. If the Base Interest Rate set forth Basis on the face hereof this Note is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to any Interest Determination Date pertaining thereto, this Note shall equal the Money Market Yield (calculated as described below) of the rate on such date each Interest Determination Date designated on the face hereof for commercial paper having the Index Maturity set forth designated on the face hereof, hereof as such rate shall be published in H.15(519) under the heading “Commercial Paper.” In the event that such rate is not published prior to 3:00 P.M.9:00 A.M., New York City time, on the Calculation Date under the caption "Commercial Paper--Nonfinancial". If the above rate is not published in H.15(519) by 3:00 PM, New York City time, designated on the Calculation face hereof pertaining to such Interest Determination Date, then the Commercial Paper Rate shall will be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity set forth 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, Composite Quotations under the caption "heading “Commercial Paper - Nonfinancial". Paper.” If such rate was neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic sourcedate, the Commercial Paper Rate on such for that Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the Money Market Yield of the arithmetic mean of the offered rates rates, as of 11:00 A.M., New York City time, on such that Interest Determination Date Date, of three leading dealers in of commercial paper in The City of New York City selected by the Calculation Agent for commercial paper having the Index Maturity set forth designated on the face hereof placed for an industrial issuer whose bond rating is "Aa", “AA,” or the equivalent, from a nationally recognized securities rating organization. Howeveragency; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in the previous this sentence, the Commercial Paper Rate rate of interest in effect for the applicable period will be the same as the Commercial Paper Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate)reset period.

Determination of Commercial Paper Rate. If the Base Rate set forth on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the The "Commercial Paper Rate" means, with respect to for any Interest Determination Date pertaining thereto, is the Money Market Yield (calculated as described below) of the rate on such that date for commercial paper having the Index Maturity set forth described on the face hereofof this note, as such rate shall be published in H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date for that Interest Determination Date 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: · If the above rate is not published in H.15(519) by 3:00 PMP.M., New York City time, on the Calculation Datecalculation date, the Commercial Paper Rate shall will be the Money Market Yield of the rate on such that Interest Determination Date for commercial paper having the Index Maturity set forth described on the face hereof of this note, as published in H.15 Daily Update Update, or such other recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "Commercial Paper - Nonfinancial". · If that rate is not published in H.15 Daily Update by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519)calculation date, H.15 Daily Update or another recognized electronic source, then the calculation agent will determine the Commercial Paper Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall to be the Money Market Yield of the arithmetic mean average of the offered rates of three leading dealers of U.S. dollar commercial paper in New York City as of 11:00 A.M., New York City time, on such that Interest Determination Date of three leading dealers in commercial paper in New York City selected by the Calculation Agent for commercial paper having the Index Maturity set forth described on the face hereof of this note placed for an industrial issuer whose bond rating is "Aa", or the equivalent, from a nationally recognized securities rating organization. However, if The calculation agent will select the three dealers referred to above. · If fewer than three dealers selected as aforesaid by the Calculation Agent calculation agent are quoting offered rates as mentioned in the previous sentenceabove, the Commercial Paper Rate in effect for the applicable period will be the same as remain the Commercial Paper Rate for the immediately preceding then in effect on that Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate)Determination Date.

Determination of Commercial Paper Rate. If the Base Rate set forth specified on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to any this Note shall be determined on each Interest Determination Date pertaining thereto, 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 set forth specified on the face hereof, as such rate shall be published in H.15(519) under the heading "Commercial Paper," or if not so published prior to 3:00 P.M.9:00 A.M., New York City time, on the Calculation Date under the caption "Commercial Paper--Nonfinancial". If the above rate is not published in H.15(519) by 3:00 PM, New York City time, on the Calculation 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 having of the Index Maturity set forth 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, Composite Quotations under the caption heading "Commercial Paper - Nonfinancial". Paper." If neither of such rates is published by 3:00 P.M., New York City time, on the such Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519)Date, H.15 Daily Update or another recognized electronic source, then the Commercial Paper Rate on such 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 such Interest Determination Date of three leading dealers in commercial paper in The City of New York City selected by the Calculation Agent for commercial paper having of the Index Maturity set forth specified on the face hereof hereof, placed for an industrial issuer whose bond rating is "Aa", AA," or the equivalent, from a nationally recognized securities rating organization. Howeveragency; provided, however, that if fewer than three the dealers selected elected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in the previous this sentence, the Commercial Paper Rate rate of interest in effect for the applicable 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 rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined hereon shall be the Initial Interest Rate).

Determination of Commercial Paper Rate. If the Base Interest Rate set forth Basis on the face hereof this Note is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to any Interest Determination Date pertaining thereto, this Note shall equal the Money Market Yield (calculated as described below) of the rate on such date each Interest Determination Date designated on the face hereof for commercial paper having the Index Maturity set forth designated on the face hereof, hereof as such rate shall be published in H.15(519) under the heading “Commercial Paper.” In the event that such rate is not published prior to 3:00 P.M.9:00 A.M., New York City time, on the Calculation Date under the caption "Commercial Paper--Nonfinancial". If the above rate is not published in H.15(519) by 3:00 PM, New York City time, designated on the Calculation face hereof pertaining to such Interest Determination Date, then the Commercial Paper Rate shall will be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity set forth 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, Composite Quotations under the caption "heading “Commercial Paper - Nonfinancial". Paper.” If such rate was neither published in H.15(519) by 9:00 A.M., New York City time, on such Calculation Date nor in Composite Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic sourcedate, the Commercial Paper Rate on such for that Interest Determination Date shall will be calculated by the B-6 Calculation Agent and shall will 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 such that Interest Determination Date Date, of three leading dealers in of commercial paper in The City of New York City selected by the Calculation Agent for commercial paper having the Index Maturity set forth designated on the face hereof placed for an industrial issuer whose bond rating is "Aa", “AA,” or the equivalent, from a nationally recognized securities rating organization. Howeveragency; provided, however, that if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in the previous this sentence, the Commercial Paper Rate rate of interest in effect for the applicable period will be the same as the Commercial Paper Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate)reset period.

Determination of Commercial Paper Rate. If the Base Interest Rate set forth Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to any this Note shall be determined on each Interest Determination Date pertaining thereto, 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 set forth specified on the face hereofhereof (or in the pricing supplement attached hereto or delivered herewith), as such rate shall be published in H.15(519) under the heading “Commercial Paper—Non-financial,” or if not so published prior to 3:00 P.M.p.m., New York City time, on the Calculation Date under the caption "Commercial Paper--Nonfinancial". If the above rate is not published in H.15(519) by 3:00 PM, New York City time, on the Calculation 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 having of the Index Maturity set forth specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as published in H.15 Daily Update or such other recognized electronic source used for the purpose of displaying such rate, under the caption "heading “Commercial Paper - Nonfinancial"Paper—Non-financial” (with an Index Maturity of one month or three months being deemed to be equivalent to an Index Maturity of 30 or 90 days, respectively). If by 3:00 P.M.p.m., New York City time, on the such Calculation Date pertaining to such Interest Determination Date Date, such rate is not yet published available in either H.15(519), ) or H.15 Daily Update or another recognized electronic sourceUpdate, the Calculation Agent will calculate the Commercial Paper Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall Rate, which will be the Money Market Yield of corresponding to the arithmetic mean of the offered rates as of approximately 11:00 A.M.a.m., New York City time, on such Interest Determination Date of three leading dealers in commercial paper in New York City selected by the Calculation Agent for commercial paper having of the Index Maturity set forth specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), placed for an industrial a non-financial issuer whose bond rating is "Aa", “AA” or the equivalent, from a nationally recognized securities rating organization. Howeveragency as quoted by three leading dealers of commercial paper in The City of New York selected by the Calculation Agent (after consultation with the Company); provided, however, that if fewer than three the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in the previous this sentence, the Commercial Paper Rate rate of interest in effect for the applicable 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 rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined hereon shall be the Initial Interest Rate).

Determination of Commercial Paper Rate. If the Base Reference Rate set forth on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to any Interest Determination Date pertaining thereto, shall equal the Money Market Yield (calculated as described defined below) on the Interest Determination Date specified on the face hereof of the rate on such date for commercial paper having for the period of the Index Maturity set forth specified on the face hereof, as such rate shall be published in H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date under the caption heading "Commercial Paper--paper — Nonfinancial"" or any replacement heading on that service. If the above such rate is not published in H.15(519) by 3:00 PM, New York City time, on the Calculation Date, 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 set forth 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 by 3:00 P.M., New York City time, on the Calculation Date (as specified on the face hereof) pertaining to such Interest Determination Date Date, then the Commercial Paper Rate shall be the Money Market Yield (as defined below), on such Interest Determination Date, of the rate for commercial paper having the same Index Maturity specified of the face hereof as published in H.15 Daily Update or any other recognized electronic source used for displaying that rate, under the heading "Commercial paper — Nonfinancial" or any replacement heading on that service or another recognized electronic source used for displaying the applicable rate (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 H.15(519), H.15 Daily Update or another recognized electronic source, then the Commercial Paper Rate on such 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 such Interest Determination Date of three leading dealers in of commercial paper in The City of New York City (which may include the Agents and their affiliates) selected by the Calculation Agent Agent, after consultation with Hydro-Québec, for commercial paper having for the period of the specified Index Maturity set forth on the face hereof placed for an industrial issuer whose bond rating is "Aa", or the equivalent, from a nationally recognized securities rating organizationagency is at least "AA" or the equivalent. However, if fewer than three If such dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in not quoting, the previous sentence, Commercial Paper Rate shall be the Commercial Paper Rate in effect for the applicable period will be the same as the Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no on such Interest Reset Period, the rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate)Determination Date.

Determination of Commercial Paper Rate. If the Base Rate set forth on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the The Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to any an Interest Determination Date pertaining thereto(a "Commercial Paper Rate Interest Determination Date"), the Money Market Yield (calculated as described defined below) of the rate on such date for commercial paper having the Index Maturity set forth on the face hereof, as such rate shall be published in H.15(519) prior to 3:00 P.M., New York City time, on the Calculation Date under the caption "Commercial Paper--Nonfinancial". If the above rate is not published in H.15(519) by 3:00 PM, New York City time, on the Calculation Date, 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 set forth 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, H.15(519) under the caption heading "Commercial Paper - Nonfinancial". If Paper-Non-financial." In the event such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Commercial Paper Rate Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic sourceDate, the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper Rate Interest Determination Date of the rate for commercial paper having the Index Maturity specified on the face hereof as published in Composite Quotations under the heading "Commercial Paper." If such rate is not published in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on such Calculation Date, 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 11:00 A.M., New York City time, on such Commercial Paper Rate Interest Determination Date of three leading dealers in of commercial paper in New York City (which may include the Calculation Agent or its affiliates) selected by the Calculation Agent for commercial paper having of the Index Maturity set forth specified on the face hereof placed for an industrial issuer whose bond rating is "AaAA", or the equivalent, from by a nationally recognized securities rating organization. Howeveragency; provided, however, that if fewer than three such dealers selected as aforesaid by the Calculation Agent are not so quoting offered rates as mentioned in the previous sentencesuch rates, the Commercial Paper Rate in effect for the applicable period with respect to such Commercial Paper Rate Interest Determination Date 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 rate of interest payable then in effect on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined Interest Determination Date. "Money Market Yield" shall be the Initial Interest Rate)yield calculated in accordance with the following formula: Money Market Yield = D x 360 360 - (D x M) x 100 where "D" refers to the 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 period for which interest is being calculated.

Determination of Commercial Paper Rate. If the Base Rate set forth indicated on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to any Interest Determination Date pertaining thereto, shall equal the Money Market Yield (calculated as described below) of the rate on such date each Interest Determination Date specified on the face hereof for commercial paper having the Index Maturity set forth specified on the face hereof, as such rate shall be is published in H.15(519) prior to ), under the heading "Commercial Paper" or, if such rate is not published by 3:00 P.M., New York City time, on the Calculation Date under the caption "Commercial Paper--Nonfinancial". If the above rate is not published in H.15(519) by 3:00 PM, New York City time, on the Calculation pertaining to such Interest Determination Date, the Commercial Paper Rate shall for such Interest Determination Date will be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the specified Index Maturity set forth 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, Composite Quotations under the caption heading "Commercial Paper - NonfinancialPaper". If such rate is not published in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519)Date, H.15 Daily Update or another recognized electronic source, then the Commercial Paper Rate on for such 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 such Interest Determination Date of three leading dealers in of commercial paper in The City of New York City selected by the Calculation Agent for commercial paper having the specified Index Maturity set forth on the face hereof Maturity, placed for an industrial issuer whose bond rating is "AaAA", or the equivalent, from a nationally recognized securities rating organizationagency. HoweverIn each of the above cases, the rate shall be adjusted by the addition or subtraction of the Spread, if fewer than three any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof. If the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in specified herein, the previous sentence, Commercial Paper Rate with respect to such Interest Determination Date will be the Commercial Paper Rate in effect for the applicable period will be the same as the Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no prior to such Interest Reset Period, the rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate)Determination Date.

Determination of Commercial Paper Rate. If the Base Interest Rate set forth Basis specified on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to this Note for any Interest Determination Reset Date pertaining thereto, shall equal (a) the Money Market Yield (calculated as described below) of the rate on the second Market Day with respect to this Note immediately preceding such date Interest Reset Date (the "Commercial Paper Interest Determination Date") for commercial paper having the Index Maturity set forth specified on the face hereof, as such rate shall be published in "Statistical Release H.15(519) prior to 3:00 P.M.), New York City timeSelected Interest Rates," or any successor publication published by the Board of Governors of the Federal Reserve System ("H.15(519)"), on the Calculation Date under the caption heading "Commercial Paper--Nonfinancial". If the above ," or (b) if such rate is not published in H.15(519) by 3:00 PM, New York City time, on the Calculation Date, 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 set forth 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 by 3:00 P.M., New York City time, on the such Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519)Date, H.15 Daily Update or another recognized electronic source, the Commercial Paper Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean mean, as calculated by the Calculation Agent on such Calculation Date, of the offered rates rates, as of 11:00 A.M., New York City time, on such Commercial Paper Interest Determination Date Date, of three leading dealers in of commercial paper in the City of New York City selected by the Calculation Agent for commercial paper having the Index Maturity set forth specified on the face hereof placed for an industrial issuer whose senior unsecured bond rating is "Aa", AA," or the equivalent, from a nationally recognized securities statistical rating organization. Howeveragency, 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 fewer than three such dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in the previous this sentence, the Commercial Paper Rate in effect for the applicable period will shall 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 rate of interest payable in effect on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined Interest Determination Date. "Money Market Yield" shall be a yield (expressed as a percentage), calculated in accordance with the Initial Interest Rate)following formula: 360 - (D × M) × 100.

Determination of Commercial Paper Rate. If the Base Interest Rate set forth Basis specified on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Commercial Paper Rate" means, with respect to this Note for any Interest Determination Reset Date pertaining thereto, shall equal (a) the Money Market Yield (calculated as described below) of the rate on the second Market Day with respect to this Note immediately preceding such date Interest Reset Date (the "Commercial Paper Interest Determination Date") for commercial paper having the Index Maturity set forth specified on the face hereof, as such rate shall be published in "Statistical Release H.15(519) prior to 3:00 P.M.), New York City timeSelected Interest Rates," or any successor publication published by the Board of Governors of the Federal Reserve System ("H.15(519)"), on the Calculation Date under the caption heading "Commercial Paper--Nonfinancial". If the above ," or (b) if such rate is not published in H.15(519) by 3:00 PM, New York City time, on the Calculation Date, 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 set forth 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 by 3:00 P.M., New York City time, on the such Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519)Date, H.15 Daily Update or another recognized electronic source, the Commercial Paper Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean mean, as calculated by the Calculation Agent on such Calculation Date, of the offered rates rates, as of 11:00 A.M., New York City time, on such Commercial Paper Interest Determination Date Date, of three leading dealers in of commercial paper in the City of New York City selected by the Calculation Agent for commercial paper having the Index Maturity set forth specified on the face hereof placed for an industrial issuer whose senior unsecured bond rating is "Aa", AA," or the equivalent, from a nationally recognized securities statistical rating organization. Howeveragency, 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 fewer than three such dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in the previous this sentence, the Commercial Paper Rate in effect for the applicable period will shall 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 rate of interest payable in effect on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate)Determination Date.

Determination of Commercial Paper Rate. If the Base Interest Rate set forth on the face hereof Basis, as specified above, is, or is calculated by reference to, the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless unless otherwise set forth on the face hereofspecified 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 pertaining thereto, Date") and shall be 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 set forth on the face hereofas 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 prior to 3:00 P.M.p.m., New York City time, on the Calculation Date under the caption "Commercial Paper--Nonfinancial". If the above rate is not published in H.15(519) by 3:00 PM, New York City time, on the applicable Calculation Date, then the Commercial Paper Rate shall be calculated by the Calculation Agent as the Money Market Yield of the rate Commercial Paper Rate on such the applicable Commercial Paper Interest Determination Date for commercial paper having the Index Maturity set forth on the face hereof as specified above, published in H.15 Daily Update Update, or such other recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "Commercial Paper - Paper-Nonfinancial". ." If by 3:00 P.M.p.m., New York City time, on the applicable Calculation Date pertaining to such Interest Determination Date Date, such rate is not yet published as provided in H.15(519)the preceding sentence, H.15 Daily Update or another recognized electronic source, then the Commercial Paper Rate on such the applicable Commercial Paper Interest Determination Date shall be calculated by the Calculation Agent and shall be as the Money Market Yield of the arithmetic mean of the offered rates as of at approximately 11:00 A.M.a.m., New York City time, on such the applicable Commercial Paper Interest Determination Date of three leading dealers in of United States dollar commercial paper in The City of New York City 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 set forth on the face hereof placed for an industrial issuer whose bond rating is "Aa", or the equivalent, from a nationally recognized securities rating organization. However, if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in the previous sentence, the Commercial Paper Rate in effect for the applicable 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 rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate).Maturity