Common use of Determination of Prime Rate Clause in Contracts

Determination of Prime Rate. If the Interest Rate Basis on this Note is the Prime Rate, the Prime Rate with respect to the Note shall equal with respect to each Interest Determination Date designated on the face hereof the rate set forth on such date in H.15(519) under the heading “Bank Prime Loan.” In the event that such rate is not published prior to 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear on the Reuters Screen USPRIMEONE Page as such bank’s prime rate or base lending rate as in effect for that Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE Page for the Interest Determination Date, the Prime Rate will be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on such Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.

Determination of Prime Rate. If the Interest Rate Basis designated on this Note the face hereof is the Prime Rate, then the “Prime Rate” for each Interest Reset Date will be determined by the Calculation Agent as of the second Market Day preceding such Interest Reset Date (a “Prime Rate with respect to the Note shall equal with respect to each Interest Determination Date designated on the face hereof Date”), and will be the rate set forth on such date for the relevant Prime Rate Interest Determination Date in H.15(519) under the heading “Bank Prime Loan.” ”. In the event that such rate is not published prior to 9:00 A.M., New York City time, on the relevant Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate with respect to such Interest Reset Date will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear appears on the display designated as page “NYMF” on the Reuters Monitor Money Rates Service (or such other page as may replace the NYMF page on that service for the purpose of displaying prime rates or base lending rates of major United States banks) (“Reuters Screen USPRIMEONE Page NYMF Page”) as such bank’s prime rate or base lending rate as in effect for that such Prime Rate Interest Determination Date as quoted on the Reuters Screen NYMF Page on such Prime Rate Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE NYMF Page for the on such Prime Rate Interest Determination Date, the Prime Rate with respect to such Interest Reset Date will be the arithmetic mean of the prime rates or base lending rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on such Prime Rate Interest Determination Date by four three major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the fewer than three banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first such Interest Reset Date will be the Initial Interest Prime Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on such Prime Rate Interest Determination Date. The “Calculation Date” pertaining to a Prime Rate Interest Determination Date shall be the tenth day preceding after such Stated Maturity or redemptionPrime Rate Interest Determination Date or, if any such day is not a Market Day, the next succeeding Market Day.

Determination of Prime Rate. If the Interest Base Rate Basis specified on this Note the face hereof is the Prime Rate, the Prime Rate with respect to the this Note shall equal with respect to be determined on each Interest Determination Date designated on the face hereof and shall be the rate set forth on such date in H.15(519) under for such date opposite the heading “caption "Bank Prime Loan.” In the event that " If such rate is not yet published prior to by 9:00 A.M., New York City time, on the Calculation Date designated on Date, the face hereof pertaining to Prime Rate for such Interest Determination Date, then the Prime Rate Date will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear named on the Reuters Screen USPRIMEONE Page USPRIME1 (as defined below) as such bank’s 's prime rate or base lending rate as in effect for that such Interest Determination Date as quoted on the Reuters Screen USPRIME1 on such Interest Determination Date. If , or, if fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE Page USPRIME1 for the such Interest Determination DateRate, the Prime Rate will rate shall be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) 360 as of the close of business on such Interest Determination Date by four at least two of the three major money center banks in The City of New York selected by the Calculation AgentAgent from which quotations are requested. If fewer than two quotations are provided, the Prime Rate shall be calculated by the Calculation Agent and shall be determined as the arithmetic mean on the basis of the prime rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, in each case having total equity capital of at least U.S. $500 million and being subject to supervision or examination by a Federal federal or State state authority, selected by the Calculation Agent to provide quote such rate or rates; provided, however, that if the banks or trust companies selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceset forth above, the rate of interest "Prime Rate" in effect for the applicable period will be the same as the Prime 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 reset period. The payable on the Prime Rate Notes for which such Prime Rate is being determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will shall be the Initial Interest Rate specified Rate). "Reuters Screen USPRIME1" means the display designated as page "USPRIME1" on the face hereof; and Reuters Monitor Money Rates Services (ii) or such other page as may replace the interest rate in effect USPRIME1 on that service for the ten days immediately preceding the Stated Maturity purpose of displaying prime rates or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemptionbase lending rates of major United States banks).

Determination of Prime Rate. If the Interest Base Rate Basis on this Note is the Prime Rate, as indicated in the applicable Pricing Supplement, the interest rate shall equal the rate calculated with reference to the Prime Rate and the Spread or Spread multiplier, if any specified in such Note and in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the "Prime Rate" means, with respect to the Note shall equal with respect to each any Prime Rate Interest Determination Date designated on the face hereof Date, the rate set forth on such date as published in H.15(519) under the heading “"Bank Prime Loan.” " In the event that such rate is not published prior to by 9:00 A.M.a.m., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear appears on the Reuters Screen USPRIMEONE USPRIME1 Page (as defined below) as such bank’s 's prime rate or base lending rate as in effect for that Interest Determination Date. "Reuters Screen USPRIME1" means the display designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may replace the USPRIME1 page on that service for the purpose of displaying prime rates or base lending rates of major United States banks). If fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE USPRIME1 Page for the such Interest Determination Determina- tion Date, the Prime Rate shall be determined by the Calculation Agent and will be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) 360 as of the close of business on such Interest Determination Date by four at least two major money center banks in The City of New York City selected by the Calculation AgentAgent (after consulting with the Company). If fewer than two quotations are providedsuch rates appear on the Reuters Screen USPRIME1 Page, the Prime Rate shall will be determined on by the basis Calculation Agent and will be the arithmetic mean of the prime rates furnished in The City of New York City by the appropriate number of three substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.each C-7

Determination of Prime Rate. If the Interest Rate Basis specified on this Note the face hereof is the Prime Rate, the Prime Interest Rate with respect to the this Note for any Interest Reset Date shall equal with respect to each Interest Determination Date designated on the face hereof (a) the rate set forth on the second Market Day preceding such date Interest Reset Date (the "Prime Rate Interest Determination Date") in H.15(519H.I5(519) under the heading “"Bank Prime Loan.” In " or (b) 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 designated on the face hereof pertaining to such Prime Rate Interest Determination Date, then the Prime Rate will be the arithmetic mean as calculated by the Calculation Agent of (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point1) of the rates of interest publicly announced by each bank that appear appears on the Reuters Screen USPRIMEONE USPRIME1 Page (as hereinafter defined) as such bank’s 's prime rate or base lending rate as in effect for that Prime Rate Interest Determination Date. If Date or (2) if fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE USPRIME1 Page for the Prime Rate Interest Determination Date, the Prime Rate will be the arithmetic mean of the announced prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) 360 as of the close of business in the City of New York on such the Interest Determination Date by four at least two of three major money center banks in The the City of New York selected by the Calculation Agent. If Agent or (3) if fewer than two quotations are providedsuch banks quote such a rate, the Prime Rate shall be determined on the basis of the rates furnished in The the City of New York on such Prime Rate Interest Determination Date by the appropriate number of substitute banks or trust companies selected by the Calculation Agent that are organized and doing business under the laws of the United States, States or any State state thereof, having have total equity capital of at least $500 million million, and being are subject to supervision or examination by a Federal or State state authority, selected in any such case, adjusted by addition or subtraction of the Spread, if any, specified on the face hereof; or by multiplication by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may beif any, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) if fewer than three such substitute banks or trust companies are so quoting such rates, the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will hereon shall be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect hereon on such Interest Determination Date. For purposes hereof, "Reuters Screen USPRIME1 Page" means the display designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may replace the USPRIME1 page on that service for the ten days immediately preceding purpose of displaying the Stated Maturity prime rate or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemptionbase lending rate of major United States banks).

Determination of Prime Rate. If the an Interest Rate Basis on for this Senior --------------------------- Note is the Prime Rate, as indicated on the face hereof, the Prime Rate with respect to shall be determined as of the Note shall equal with respect to each applicable Interest Determination Date designated on the face hereof (a "Prime Rate Interest Determination Date") as the rate set forth on such date as such rate is published in H.15(519) under the heading “"Bank Prime Loan.” In the event that ". If such rate is not published prior to 9:00 A.M.3:00 P.M., New York City time, on the related Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will shall be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear appears on the Reuters Screen USPRIMEONE USPRIME1 Page (as defined below) as such bank’s 's prime rate or base lending rate as in effect for that such Prime Rate Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE USPRIME1 Page for the such Prime Rate Interest Determination Date, the Prime Rate will shall be the arithmetic mean of the prime rates (or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year) year as of the close of business on such Prime Rate Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are providedfour major money center banks provide such quotations, the Prime Rate shall will be determined by the Calculation Agent and will be the arithmetic mean of four prime rates, quoted on the basis of the rates actual number of days in the year divided by a 360-day year, as of the close of business on such Prime Rate Interest Determination Date as furnished in The City of New York by the appropriate number of major money center banks, if any, that have provided quotations and as many substitute banks or trust companies as is necessary in order to obtain four such prime rate quotations, provided such substitute banks or trust companies are organized and doing business under the laws of the United States, or any State state thereof, each having total equity capital of at least U.S. $500 million and being subject to supervision or examination by a Federal federal or State state authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks or trust -------- ------- companies selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate Prime Rate determined as of interest in effect for the applicable period will such Prime Rate Interest Determination Date shall be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemptionPrime Rate Interest Determination Date.

Determination of Prime Rate. If the an Interest Rate Basis on for this --------------------------- Subordinated Note is the Prime Rate, as indicated on the face hereof, the Prime Rate with respect to shall be determined as of the Note shall equal with respect to each applicable Interest Determination Date designated on the face hereof (a "Prime Rate Interest Determination Date") as the rate set forth on such date as such rate is published in H.15(519) under the heading “"Bank Prime Loan.” In the event that ". If such rate is not published prior to 9:00 A.M.3:00 P.M., New York City time, on the related Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will shall be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear appears on the Reuters Screen USPRIMEONE USPRIME1 Page (as defined below) as such bank’s 's prime rate or base lending rate as in effect for that such Prime Rate Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE USPRIME1 Page for the such Prime Rate Interest Determination Date, the Prime Rate will shall be the arithmetic mean of the prime rates (or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year) year as of the close of business on such Prime Rate Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are providedfour major money center banks provide such quotations, the Prime Rate shall will be determined by the Calculation Agent and will be the arithmetic mean of four prime rates, quoted on the basis of the rates actual number of days in the year divided by a 360-day year, as of the close of business on such Prime Rate Interest Determination Date as furnished in The City of New York by the appropriate number of major money center banks, if any, that have provided quotations and as many substitute banks or trust companies as is necessary in order to obtain four such prime rate quotations, provided such substitute banks or trust companies are organized and doing business under the laws of the United States, or any State state thereof, each having total equity capital of at least U.S. $500 million and being subject to supervision or examination by a Federal federal or State state authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks or trust -------- ------- companies selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate Prime Rate determined as of interest in effect for the applicable period will such Prime Rate Interest Determination Date shall be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemptionPrime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified on this Note the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the Prime Rate, the Prime Rate with respect to the this Note shall equal with respect to be determined on each Interest Determination Date designated on the face hereof and shall be the rate set forth on in H.15(5l9) for such date in H.15(519) under opposite the heading caption “Bank Prime Loan.” In the event that such rate is or, if not published prior to 9:00 A.M.by 3:00 p.m., New York City time, on the Calculation Date designated Date, the rate on the face hereof pertaining to such Interest Determination Date as published in H.15 Daily Update under the caption “Bank Prime Loan.” If such rate is not yet published by 3:00 p.m., New York City time, on such Calculation Date, then the Prime Rate for such Interest Determination Date will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear named on the display designated as the “USPRIME 1” page on Reuters (or such other page as may replace the USPRIME 1 page on such service for the purpose of displaying prime rates or base lending rates of major U.S. banks) (the “Reuters Screen USPRIMEONE Page USPRIME 1 Page”) as such bank’s prime rate or base lending rate as in effect as of 11:00 a.m., New York City time, for that such Interest Determination Date as quoted on the Reuters Screen USPRIME 1 Page on such Interest Determination Date. If , or, if fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE USPRIME 1 Page for the such Interest Determination Date, the Prime Rate will rate shall be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) 360 as of the close of business on such Interest Determination Date by four at least two of the three major money center banks in The City of New York selected by the Calculation AgentAgent (after consultation with the Company) from which quotations are requested. If fewer than two quotations are provided, the Calculation Agent will calculate the Prime Rate shall Rate, which will be determined on the basis arithmetic mean of the prime rates furnished in The City of New York quoted by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, in each case having total equity capital of at least U.S. $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent (after consultation with the Company) to provide such rate or quote prime rates; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.

Determination of Prime Rate. If the Interest Rate Basis on this Note is the Unless otherwise specified above, “Prime Rate” means, the Prime Rate with respect to the Note shall equal with respect to each Interest Determination Date designated specified on the face hereof hereof, the rate set forth on such date for the relevant Interest Determination Date in H.15(519) H.15 under the heading “Bank Prime Loan.” In the event ”; provided that (i) if such rate is not published prior to 9:00 A.M.by 3:00 p.m., New York City time, on the Interest Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will be the rate published in H.15 Daily Update or another recognized electronic source used for the purpose of displaying that rate under the caption “Bank Prime Loan,” or (ii) if such rate is not published in H.15, H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the Interest Calculation Date pertaining to such Interest Determination Date, the Prime Rate will be calculated by the Calculation Agent and will be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear appears on the display designated as “Reuters Page US PRIME 1” on the Reuters Screen USPRIMEONE 3000 Xtra Service (or such other page as may replace the Reuters Page US PRIME 1 on that service for purpose of displaying prime rates or base lending rates of major U.S. banks) (“Reuters Page US PRIME 1”), as such bank’s prime rate or base lending rate as in effect for of 11:00 a.m., New York City time, on that Interest Determination Date. If ; (iii) if fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE Page for the US PRIME 1 on such Interest Determination Date, the Prime Rate will be calculated by the Calculation Agent and will be the arithmetic mean of the prime rates or base lending rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) as of the close of business on such Interest Determination Date by four three major money center reference banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are provided, the Prime Rate shall be determined on the basis of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate after consultation with the Company for which quotations are requested; or rates; provided(iv) if the Prime Rate is not published in H.15, however, that if H.15 Daily Update or another recognized electronic source and the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period Prime Rate with respect to such Interest Determination Date will be the same as the Prime 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 interest reset period, the rate of interest payable will be the Initial Interest Rate. The Prime Rate SECURED OVERNIGHT FINANCING RATE AND THE SOFR INDEX. Unless otherwise specified above, if the interest rate basis on this Security is determined with respect by reference to any SOFR, the interest rate for each Interest Determination Date Period will become effective on and as of be equal to Compounded SOFR plus the applicable Interest Reset Date Spread specified on the face hereof; provided, howevercalculated as described below. Unless specified otherwise, that the amount of interest accrued and payable on such Security for each Interest Period will be equal to the product of (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and outstanding principal amount of such Security multiplied by (ii) the product of (a) the interest rate in effect for the ten relevant Interest Period multiplied by (b) the quotient of the actual number of calendar days immediately preceding in such Interest Period divided by 360. In no event will the Stated Maturity or redemption will interest on this Security be that in effect on the tenth day preceding such Stated Maturity or redemptionless than zero.

Determination of Prime Rate. If the Interest Rate Basis specified on this Note the face hereof is the Prime Rate, the Prime Rate interest rate with respect to the Note this Security for any Interest Reset Date shall equal (a) the rate on the second Market Day with respect to each this Security immediately preceding such Interest Reset Date (the “Prime Rate Interest Determination Date designated on the face hereof the rate set forth on such date Date”) as published in H.15(519) under the heading “Bank Prime Loan.” In the event that ”, (b) if such rate is not so published prior to 9:00 A.M.3:00 P.M., New York City time, then the Prime Rate will be the rate on the Calculation Date designated on the face hereof pertaining to such Prime Rate Interest Determination DateDate as published in H.15 Daily Update under the heading “Bank Prime Loan”. In the event such rate is not published in either H.15(519) or H.15 Daily Update, then the Prime Rate will be the arithmetic mean (rounded upwardsmean, if necessaryas calculated by the Calculation Agent on such Calculation Date, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear appears on the display designated as page “USPRIME1” on the Reuters Monitor Money Rates Service (or such other page as may replace the USPRIME1 page on that service for the purpose of displaying prime rates or base lending rates of major United States banks) (“Reuters Screen USPRIMEONE Page USPRIME1 Page”) as such bank’s prime rate or base lending rate as in effect for that Prime Rate Interest Determination Date. If , or (c) if fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE USPRIME1 Page for the Prime Rate Interest Determination Date, the Prime Rate will be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) year as of the close of business on such Prime Rate Interest Determination Date by four at least two of the three major money center banks in The City of New York selected by the Calculation Agent. If , or (d) if fewer than two quotations are provided, the Prime Rate shall be determined on the basis arithmetic mean of the rates furnished in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least $500 million U.S.$500,000,000 and being subject to supervision or examination by a Federal or State authority, selected by the Calculation Agent to provide such rate or rates, in each of the above cases adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, provided that if the banks or trust companies selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period Prime Rate will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplierimmediate preceding Interest Reset Period (or, as if there was no such Interest Reset Period, the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemptionRate).

Determination of Prime Rate. If the an Interest Rate Basis on for this Note is the Prime Rate, the Prime Rate with respect to the Note shall equal with respect to each Interest Determination Date designated as indicated on the face hereof or in the Pricing Supplement, the Prime Rate shall be determined as of the applicable Interest Determination Date (a "Prime Rate Interest Determination Date") as the rate set forth on such date as such rate is published in H.15(519) under the heading “"Bank Prime Loan.” In the event that ". If such rate is not published prior to 9:00 A.M.3:00 p.m., New York City time, on the related Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will shall be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear appears on the Reuters Screen USPRIMEONE Page USPRIME1 (as defined below) as such bank’s 's prime rate or base lending rate as in effect for that such Prime Rate Interest Determination Date. If fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE Page USPRIME1 for the such Prime Rate Interest Determination Date, the Prime Rate will shall be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) year as of the close of business on such Prime Rate Interest Determination Date by four major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are providedfour major money center banks provide such quotations, the Prime Rate shall will be determined by the Calculation Agent and will be the arithmetic mean of four prime rates, quoted on the basis of the rates actual number of days in the year divided by a 360-day year, as of the close of business on such Prime Rate Interest Determination Date as furnished in The City of New York by the appropriate number of major money center banks, if any, that have provided quotations and as many substitute banks or trust companies as is necessary in order to obtain four such prime rate quotations, provided such substitute banks or trust companies are organized and doing business under the laws of the United States, or any State state thereof, each having total equity capital of at least $US$500 million and being subject to supervision or examination by a Federal federal or State state authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks or trust companies selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate Prime Rate determined as of interest in effect for the applicable period will such Prime Rate Interest Determination Date shall be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemptionPrime Rate Interest Determination Date.

Determination of Prime Rate. If the Interest Rate Basis specified on this Note the face hereof is the Prime Rate, the Prime Interest Rate with respect to the this Note for any Interest Reset Date shall equal with respect to each Interest Determination Date designated on the face hereof (a) the rate set forth on the second Market Day preceding such date Interest Reset Date (the "Prime Rate Interest Determination Date") in H.15(519) under the heading “"Bank Prime Loan.” In " or (b) 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 designated on the face hereof pertaining to such Prime Rate Interest Determination Date, then the Prime Rate will be the arithmetic mean as calculated by the Calculation Agent of (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point1) of the rates of interest publicly announced by each bank that appear appears on the Reuters Screen USPRIMEONE USPRIME1 Page (as hereinafter defined) as such bank’s 's prime rate or base lending rate as in effect for that Prime Rate Interest Determination Date. If Date or (2) if fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE USPRIME1 Page for the Prime Rate Interest Determination Date, the Prime Rate will be the arithmetic mean of the announced prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) 360 as of the close of business in the City of New York on such the Interest Determination Date by four at least two of three major money center banks in The the City of New York selected by the Calculation Agent. If Agent or (3) if fewer than two quotations are providedsuch banks quote such a rate, the Prime Rate shall be determined on the basis of the rates furnished in The the City of New York on such Prime Rate Interest Determination Date by the appropriate number of substitute banks or trust companies selected by the Calculation Agent that are organized and doing business under the laws of the United States, States or any State state thereof, having have total equity capital of at least $500 million million, and being are subject to supervision or examination by a Federal or State state authority, selected in any such case, adjusted by addition or subtraction of the Spread, if any, specified on the face hereof; or by multiplication by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may beif any, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) if fewer than three such substitute banks or trust companies are so quoting such rates, the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will hereon shall be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect hereon on such Interest Determination Date. For purposes hereof, "Reuters Screen USPRIME1 Page" means the display designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may replace the USPRIME1 page on that service for the ten days immediately preceding purpose of displaying the Stated Maturity prime rate or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemptionbase lending rate of major United States banks).

Determination of Prime Rate. If the Interest Base Rate Basis indicated on this Note the face hereof is the Prime Rate, the Prime Rate with respect to the Note interest rate shall equal with respect to the rate on each Interest Determination Date designated specified on the face hereof the rate set forth on such date as published in H.15(519) under the heading “"Bank Prime Loan.” In the event that ". If such rate is not so published prior to 9:00 A.M.by 3:00 P.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, then the Prime Rate will for such Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean (rounded upwards, if necessary, to the next higher one-hundred thousandth of a percentage point) of the rates of interest publicly announced by each bank that appear named on the Reuters Screen USPRIMEONE USPRIME 1 Page as such bank’s 's prime rate or base lending rate as in effect for that such Interest Determination Date as quoted on the Reuters Screen USPRIME 1 Page on such Interest Determination Date. If , or, if fewer than four such rates but more than one such rate appear on the Reuters Screen USPRIMEONE USPRIME 1 Page for the such Interest Determination Date, the Prime Rate will rate shall be the arithmetic mean of the prime rates (quoted on the basis of the actual number of days in the year divided by a 360-day year) 360 as of the close of business on such Interest Determination Date by four at least two of the three major money center banks in The City of New York selected by the Calculation Agent. If fewer than two quotations are providedprovided as aforesaid, the Prime Rate for such Interest Determination Date shall be determined on calculated by the basis Calculation Agent and shall be the arithmetic mean of the prime rates furnished quoted in The City of New York on such date by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, in each case having total equity capital of at least U.S. $500 million and being subject to supervision or examination by a Federal or State state authority, selected by the Calculation Agent to provide quote such rate or rates; provided, however, that if . In each of the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceabove cases, the rate of interest in effect for shall be adjusted by the applicable period will be the same as the Prime Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Prime Rate determined with respect to any Interest Determination Date will become effective on and as addition or subtraction of the applicable Interest Reset Date Spread, if any, specified on the face hereof; provided, howeveror by multiplication by the Spread Multiplier, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate if any, specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption.