Common use of Determination of Treasury Rate Clause in Contracts

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, with respect to any Treasury Rate Determination Date (as defined below), the rate for the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“Treasury bills”) having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading “U.S. Government Securities-Treasury bills-auction average (investment)” or, if not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If an Interest Rate Basis for this Note is the applicable Pricing Supplement if the Base Rate Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate, Rate shall be determined as of the “Treasury Rate” means, with respect to any Treasury Rate applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as defined below), the rate for from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States (“"Treasury bills”Bills") having the Index Maturity specified on the face hereof, as published in H.15(519) hereof under the heading “U.S. Government Securities-Treasury bills-auction average caption "INVESTMENT RATE" on the display on Telerate, Inc. (investment)” or any successor service) on page 56 (or any other page as may replace such page on such service) ("Telerate Page 56") or page 57 (or any other page as may replace such page on such service) ("Telerate Page 57") or, if not so published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to Date, the Bond Equivalent Yield (as defined hereinafter) of the rate for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Auction High." If such rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate Interest Determination Date, Date shall be Bond Equivalent Yield of the auction average rate (expressed of such Treasury Bills as a bond equivalent on announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction Auction is held held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not yet published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." 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 the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofMaturity; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Treasury Rate Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise If the Interest Rate Basis, as specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof above, is, or is calculated by reference to the Treasury Rate, unless otherwise specified above, the “"Treasury Rate” means, with respect to any Treasury Rate Determination " for each Interest Reset Date (as defined below), will be the rate for from the auction held on such Treasury Rate the applicable Interest Determination Date (the "Auction") of direct obligations of the United States (“"Treasury bills”Bills") having the Index Maturity Maturity, as specified on the face hereofabove, as published in H.15(519) under the heading “U.S. Government Securities-Treasury bills-auction average (investment)” caption "INVESTMENT RATE" on the display on Moneyline Telerate on page 56 or any other page as may replace page 56 on that service or page 57 or any other page as may replace page 57 on that service, or, if the rate is not so published by 3:00 P.M.p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction average rate (expressed as a bond equivalent on of the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise applicable Treasury Bills announced by the United States Department of the Treasury for Treasury bills Treasury, or, if the rate is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on such the applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity specified above, published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market," or, if the rate is not so published by 3:00 p.m., New York City time, on the face hereof. applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." In the event that the results of the auction of Treasury bills Bills having the applicable Index Maturity specified on the face hereof above are not published or reported reported, as provided above above, by 3:00 P.M.p.m., New York City time, on such the applicable Calculation Date, Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury Rate Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such the applicable Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the such Index Maturity specified on the face hereofMaturity; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period Treasury Rate will be the rate of interest Treasury Rate in effect on such the applicable Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified set forth on the face hereof is the Treasury Rate, this Security will bear interest for each Interest Reset Period at the “interest rate calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate” , if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Treasury RATE" means, with respect to any Treasury Rate Interest Determination Date (as defined below)pertaining thereto, the rate for the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”") held on such Interest Determination Date having the Index Maturity specified set forth on the face hereof, as published in H.15(519) hereof under the heading “U.S. Government Securities-Treasury bills-auction average caption "INVESTMENT RATE" on the display on Telerate on page 56 (investment)” oror any other page as may replace such page on such service) or page 57 (or any other page as may replace such page on such service) by 3:00 P.M., New York City time, on the Calculation Date for such Interest Determination Date. However, if not so yet published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the auction average rate (expressed of such Treasury bills as a bond equivalent published in H.15 Daily Update, or such recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities Treasury Bills/Auction High." If the rate is not so published by 3:00 P.M., New York City time, on the basis Calculation Date and cannot be determined as described in the immediately preceding sentence, the Treasury Rate will be the Bond Equivalent Yield of a year the auction rate of 365 or 366 days, as applicable, and applied on a daily basis) such Treasury bills as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the most recent auction of Treasury bills having the Index Maturity specified set forth on the face hereof are not published or reported announced as provided described above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate the Interest Determination Date, then the Treasury Rate shall will be calculated the Bond Equivalent Yield on such Interest Determination Date of Treasury bills having the Index Maturity specified on the face hereof as published in H.15(519) under the caption "U.S. Government securities/Treasury bills/Secondary market" or, if not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Interest Determination Date of such Treasury bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government securities/Treasury bills/Secondary market. If such rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the related Calculation Date, then the Calculation Agent and shall will determine the Treasury Rate to be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean average of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers in New York City selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified set forth on the face hereof; provided. However, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this the prior sentence, the Treasury Rate for the applicable period will remain the Treasury Rate then in effect on that Interest Determination Date (or, if there was no such Interest Determination Date, the rate of interest for payable on the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “Notes for which the Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date being determined shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofInitial Interest Rate).

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, Rate with respect to any Treasury Rate this Note shall be determined on each Interest Determination Date (as defined below), and shall be the rate for the auction held on such Treasury Rate the relevant Interest Determination Date of direct obligations of the United States (“"Treasury bills”Bills") having the specified Index Maturity specified on the face hereof, as published in H.15(519) under the heading “"U.S. Government Securities-/Treasury bills-auction average Bills/Auction Average (investmentInvestment)” " or, if not so published by 3:00 P.M.p.m., New York City time, on the relevant Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that If the results of the such auction of Treasury bills having the specified Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M.p.m., New York City time, on such Calculation Date, or if no such auction is held on during such Treasury Rate Determination Dateweek, then the Treasury Rate shall be the rate set forth in H.15(519) for the relevant Interest Determination Date for the specified Index Maturity under the heading "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is not so published by 3:00 p.m., New York City time, on the relevant Calculation Date, the Treasury Rate for such Interest Reset Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, rates as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity specified on the face hereofMaturity; provided, however, that if the fewer than three dealers selected as aforesaid provided above by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest Treasury Rate for the applicable period such Interest Reset Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified set forth on the face hereof is the Treasury Rate, this Security will bear interest for each Interest Reset Period at the “interest rate calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Treasury Rate” " means, with respect to any Treasury Rate Interest Determination Date (as defined below)pertaining thereto, the rate for the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”") held on such Interest Determination Date having the Index Maturity specified set forth on the face hereof, as published in H.15(519) hereof under the heading “U.S. Government Securities-Treasury bills-auction average caption "INVESTMENT RATE" on the display on Telerate on page 56 (investment)” oror any other page as may replace such page on such service) or page 57 (or any other page as may replace such page on such service) by 3:00 P.M., New York City time, on the Calculation Date for such Interest Determination Date. However, if not so yet published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the auction average rate (expressed of such Treasury bills as a bond equivalent published in H.15 Daily Update, or such recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities Treasury Bills/Auction High." If the rate is not so published by 3:00 P.M., New York City time, on the basis Calculation Date and cannot be determined as described in the immediately preceding sentence, the Treasury Rate will be the Bond Equivalent Yield of a year the auction rate of 365 or 366 days, as applicable, and applied on a daily basis) such Treasury bills as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the most recent auction of Treasury bills having the Index Maturity specified set forth on the face hereof are not published or reported announced as provided described above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on the Interest Determination Date then the Treasury Rate will be the Bond Equivalent Yield on such Interest Determination Date of Treasury bills having the Index Maturity specified on the face hereof as published in H.15(519) under the caption "U.S. Government securities/Treasury bills/Secondary market" or, if not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Interest Determination Date of such Treasury Rate Determination bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government securities/Treasury bills/Secondary market". If such rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the related Calculation Date, then the Calculation Agent will determine the Treasury Rate shall to be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean average of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers in New York City selected by the Calculation Agent agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified set forth on the face hereof; provided. However, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this the prior sentence, the Treasury Rate for the applicable period will remain the Treasury Rate then in effect on the Interest Determination Date (or, if there was no such Interest Determination Date, the rate of interest for payable on the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “Notes for which the Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date being determined shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofInitial Interest Rate).

Determination of Treasury Rate. Unless otherwise If the Interest Rate Basis specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof above is the Treasury Rate, the interest rate with respect to this Note will be the Treasury Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Treasury Rate” means, with respect to any Treasury Rate Interest Determination Date (as defined below)Date, the rate for from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, above as published in H.15(519) under the heading caption “U.S. Government Securities-Treasury bills-auction average INVEST RATE” on Reuters page USAUCTION 10 (investment)” or, “Reuters Page US AUCTION 10”) or Reuters page USAUCTION 11 (“Reuters Page USAUCTION 11”) or if such rate does not so published appear on Reuters Page USAUCTION 10 or USAUCTION 11 by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Bond Equivalent Yield (as defined below) of the auction average rate (expressed as a bond equivalent on of such Treasury Bills announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction the Auction is held on such Treasury Rate Determination Datenot held, then the Treasury Rate shall on such Interest Determination Date will be the Bond Equivalent Yield of the rate on such Interest Determination Date of Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”, or if such rate is not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Interest Determination Date of such Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”. If such rate is not published in H.15(519), H.15 Daily Update, or other recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, the Treasury Rate on such Interest Determination Date will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofabove; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof (i) The "treasury rate" for any Interest Determination Date is the Treasury Rate, the “Treasury Rate” means, with respect to any Treasury Rate Determination Date (as defined below), the rate for set at the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”") having the Index Maturity specified described on the face hereofof this Note, as specified under the caption "Investment Rate" on the display on Moneyline Telerate, or any successor service, on page 56 or any other page as may replace page 56, or page 57 or any other page as may replace page 57. (ii) If the rate cannot be determined as described in (c)(i) above, the treasury rate will be determined as follows: (A) If the rate is not displayed on Moneyline Telerate by 3:00 P.M. , New York City time, on the related calculation date, the treasury rate will be the rate of Treasury bills as published in H.15(519) H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the heading “caption "U.S. Government Securities-/Treasury bills-auction average Bills/Secondary Market." (investment)” or, if B) If the rate referred to in (c)(ii)(A) above is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Determination Daterelated calculation date, the auction average treasury rate (expressed as a will be the bond equivalent on the basis of a year of 365 or 366 daysyield, as applicabledefined below, and applied on a daily basis) of the auction rate of the applicable Treasury bills as otherwise announced by the United States Department of the Treasury for Treasury. (C) If the rated referred to in (c)(ii)(B) above is not announced by the United States Department of the Treasury, or if the auction is not held, the treasury rate will be the bond equivalent yield on the particular Interest Determination Date of the applicable Treasury bills on such as published in H.15(519) under the caption "U.S. Government Securities/Treasury Rate Determination Date having Bills/Secondary Market." (D) If the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are rate referred to in (c)(ii)(C) above is not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Datethe related calculation date, the treasury rate will be the rate on the particular Interest Determination Date of the application Treasury bills as published in H.15 Daily Update, or if no such auction another recognized electronic source used for the purpose of displaying the applicable rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." (E) If the rate referred to in (c)(ii)(D) above is held not published by 3:00 P.M., New York City time, on such Treasury Rate the related calculation date, the treasury rate will be rate on the particular Interest Determination Date, then the Treasury Rate shall be Date calculated by the Calculation Agent and shall be a yield to maturity (expressed as a the bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate that Interest Determination Date, of three leading primary United Untied States government securities dealers dealers, selected by the Calculation Agent Agent, for the issue of Treasury bills with a remaining maturity closest to the particular Index Maturity specified on the face hereof; provided, however, that if Maturity. (F) If the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence(c)(ii)(E) above, the treasury rate of interest for the applicable period will be the treasury rate of interest in effect on such Treasury Rate the particular Interest Determination Date. . (iii) The “Treasury Rate Determination Date” bond equivalent will be calculated using the day of following formula: Bond equivalent = ____D x N____ x 100 360-(D x M) where "D" refers to the week in which the related Interest Reset Date falls on which applicable per annum rate for Treasury bills would normally be auctioned. Treasury bills are normally sold at auction quoted on Monday of each weeka bank discount basis and expressed as a decimal, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If"N" refers to 365 or 366, as the result of a legal holidaycase may be, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining and "M" refers to the actual number of days in the applicable Interest Reset Date occurring in Period. (iv) H.15(519)" means the next succeeding week. If an auction date shall fall on weekly statistical release designated as H.15(519), or any Interest Reset Date for a Note whose Base Rate is the Treasury Ratesuccessor publication, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied published by the Spread Multiplier, if any, as indicated on Board of Governors of the face hereofFederal Reserve System.

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if Interest Rate Basis is Treasury Rate, the Base interest rate payable with respect to this Note shall equal the Treasury Rate determined as specified on the face hereof is hereof, plus or minus the Treasury RateSpread, if any, or multiplied by the “Treasury Rate” meansSpread Multiplier, with respect to any if any. The Treasury Rate Determination Date (as defined below), for each interest reset date shall be the rate for from the auction held on such the Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, under the caption “INVEST RATE” on the display on Reuters (or any successor service) on page USAUCTION10 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION10”) or page USAUCTION11 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION11”) or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the auction rate of those Treasury Bills as announced by the U.S. Department of the Treasury. In the event that the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate shall be the Bond Equivalent Yield of the rate on that Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading caption “U.S. Government Securities-securities/Treasury bills-auction average bills (investmentsecondary market)” or, if not so yet published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed on that Treasury Rate Interest Determination Date of such Treasury Bills as a bond equivalent on published in H.15 Daily Update, or such other recognized electronic source used for the basis purpose of a year of 365 or 366 daysdisplaying such rate, as applicable, and applied on a daily basis) as otherwise announced by under the United States Department of the Treasury for caption “U.S. Government securities/Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof(secondary market)”. In the event If that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are rate is not yet published in H.15(519), H.15 Daily Update or reported as provided above another recognized electronic source by 3:00 P.M., New York City time, on such the related Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such that Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent after consultation with Québec, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period will that Treasury Rate Interest Determination Date shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if the Base Interest Rate specified on the face hereof Basis for this Global Note is the Treasury Rate, as indicated on the “Treasury Rate” meansface hereof, the interest rate payable with respect to any this Global Note shall equal the Treasury Rate determined as specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Treasury Rate shall be determined on the applicable Interest Determination Date (as defined belowa “Treasury Rate Interest Determination Date”), as the rate for applicable to the most recent auction held on such Treasury Rate Determination Date the of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity index maturity specified on the face hereof, as published in H.15(519) such rate is displayed under the heading caption “U.S. Government Securities-Treasury bills-auction average INVEST RATE” on the display on Reuters on page USAUCTION10 (investment)” or any other page as may replace that page on that service) (“USAUCTION10 Page”) or on page USAUCTION11 (or any other page as may replace that page on that service) (“USAUCTION11 Page”) or, if not so published by 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the auction average rate for such Treasury Rate Interest Determination Date does not appear on USAUCTION10 Page or USAUCTION11 Page, the rate shall be the Bond Equivalent Yield (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basisdefined below) as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Interest Determination Date of the rate for Treasury Bills having the Index Maturity index maturity specified on the face hereof. , as such rate is published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, for that day, under the caption “U.S. Government securities/Treasury bills/Auction high.” In the event that such rate is not published in H.15 Daily Update by 3:00 p.m., New York City time, on such Calculation Date, then the results rate shall be the Bond Equivalent Yield on such Treasury Rate Interest Determination Date of the auction of rate for Treasury bills Bills having the Index Maturity index maturity specified on the face hereof are as announced by the U.S. Department of the Treasury, or in the event that the auction rate of Treasury Bills having the index maturity specified on the face hereof is not published or reported as provided above so announced by the U.S. Department of Treasury by 3:00 P.M.p.m., New York City time, on such Calculation Date, then the rate shall be the Bond Equivalent Yield on such Treasury Rate Interest Determination Date of the rate for Treasury Bills having the index maturity specified on the face hereof, as such rate is published in H.15(519), under the caption “U.S. Government securities/Treasury bills/Secondary Market.” In the event such rate is not so published in H.15(519), by 3:00 p.m., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate Determination Dateheld, then the Treasury Rate shall be calculated the Bond Equivalent Yield on such Treasury Rate Interest Determination Date of the rate for Treasury Bills having the index maturity specified on the face hereof, as such rate is published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government securities/Treasury bills/Secondary Market” or, if not so published by 3:00 p.m., New York City time, on such Calculation Date, then the Calculation Agent and rate shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean average of the secondary market bid rates, rates as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include the Agents or their affiliates) in The City of New York selected by the Calculation Agent Province, for the issue of Treasury bills Bills with a the remaining maturity closest to the Index Maturity index maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent Province are not quoting bid rates as mentioned in this sentenceset forth above, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “determined as of that Treasury Rate Interest Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated in effect on the face hereofthat Treasury Rate Interest Determination Date.

Determination of Treasury Rate. Unless otherwise specified in The interest rate payable with respect to this Security shall be calculated by the applicable Pricing Supplement Calculation Agent with reference to the Treasury Rate and the Spread or Spread Multiplier, if the Base Rate any, specified on the face hereof is the hereof. "Treasury Rate, the “Treasury Rate” " means, with respect to any Treasury Rate each Interest Determination Date (as defined below)specified on the face hereof, the rate for the most recent auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”") having the Index Maturity specified on the face hereof, hereof as published in H.15(519) under the heading “"U.S. Government Securities---Treasury bills-auction average Bills--Auction Average (investmentInvestment)” " or, if not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Treasury Rate will be the auction average rate (rate, expressed as a bond equivalent on the basis of a year of 365 or 366 daysBond Equivalent Yield (calculated as described below), as applicable, and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that If the results of the auction of Treasury bills having the Index Maturity maturity specified on the face hereof are not published or reported announced as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate Determination Datein a particular week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (maturity, expressed as a bond equivalent on the basis of a year of 365 or 366 daysBond Equivalent Yield, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, rates as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity specified on the face hereofMaturity; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period Treasury Rate with respect to such Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if Interest Rate Basis is Treasury Rate, the Base interest rate payable with respect to this Note shall equal the Treasury Rate determined as specified on the face hereof is hereof, plus or minus the Treasury RateSpread, if any, or multiplied by the “Treasury Rate” meansSpread Multiplier, with respect to any if any. The Treasury Rate Determination Date (as defined below), for each interest reset date shall be the rate for from the auction held on such the Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“‘‘Treasury bills”Bills’’) having the Index Maturity specified on the face hereof, under the caption ‘‘INVEST RATE’’ on the display on Reuters (or any successor service) on page USAUCTION10 (or any other page as may replace such page on such service) (‘‘Reuters Page USAUCTION10’’) or page USAUCTION11 (or any other page as may replace such page on such service) (‘‘Reuters Page USAUCTION11’’) or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the auction rate of those Treasury Bills as announced by the U.S. Department of the Treasury. In the event that the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate shall be the Bond Equivalent Yield of the rate on that Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading “caption ‘‘U.S. Government Securities-securities/Treasury bills-auction average bills (investmentsecondary market)” ’’ or, if not so yet published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed on that Treasury Rate Interest Determination Date of such Treasury Bills as a bond equivalent on published in H.15 Daily Update, or such other recognized electronic source used for the basis purpose of a year of 365 or 366 daysdisplaying such rate, as applicable, and applied on a daily basis) as otherwise announced by under the United States Department of the Treasury for caption ‘‘U.S. Government securities/Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof(secondary market)’’. In the event If that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are rate is not yet published in H.15(519), H.15 Daily Update or reported as provided above another recognized electronic source by 3:00 P.M., New York City time, on such the related Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such that Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent after consultation with Québec, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period will that Treasury Rate Interest Determination Date shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if the Base Interest Rate Basis specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, interest rate with respect to this Security for any Treasury Rate Determination Interest Reset Date shall equal (as defined below), a) the rate for the most recent auction held on such Treasury Rate Determination Date of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified shown on the face hereof, hereof as published in H.15(519) on the display on Bridge Telerate, Inc. on page 56 or page 57 under the heading caption “U.S. Government Securities-AVGE INVEST YIELD” on the Treasury bills-auction average Interest Determination Date (investment)” or, as defined below) or (b) if such rate is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In or (c) in the event that the results of the auction of Treasury bills Bills having the Index Maturity specified on the face hereof are not published or reported as provided in (a) or (b) above by 3:00 P.M., New York City time, on such Calculation Date, Date or if no such auction is held on such in a particular week, the rate published in H.15(519) under the heading “U.S. Government Securities/Treasury Rate Determination DateBills/Secondary Market”, then the or any successor publication or heading for Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to Bills having the Index Maturity specified on the face hereof, in each of the above cases adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, provided that if the such dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofsuch Treasury Interest Determination Date.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base If an Interest Rate specified on the face hereof Basis for this Note is the Treasury Rate, as specified on the “Treasury Rate” meansface hereof, with respect to any the Treasury Rate shall be determined as of the applicable Interest Determination Date (as defined belowa “Treasury Rate Interest Determination Date”), as the rate for from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States U.S. (“Treasury billsBills”) having the Index Maturity specified on the face hereof, as published in H.15(519) hereof under the heading caption “U.S. Government Securities-Treasury bills-auction average INVESTMENT RATE” on the display on Moneyline Telerate (investment)” or any successor service) on page 56 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 56”) or page 57 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 57”) or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate Bond Equivalent Yield (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basishereinafter defined) as otherwise announced by the United States Department of the Treasury rate for Treasury bills on such Treasury Rate Determination Date having Bills as published in H.15 Daily Update, or such other recognized electronic source used for the Index Maturity specified on purpose of displaying such rate, under the face hereof. In the event that the results of the auction of caption “U.S. Government Securities/Treasury bills having the Index Maturity specified on the face hereof are Bills/Auction High.” If such rate is not so published in H.15 Daily Update or reported as provided above another recognized-electronic source by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the U.S. Department of the Treasury. In the event that such auction rate is not so announced by the U.S. Department of the Treasury on such Calculation Date, or if no such auction Auction is held held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof as published in H.15(519) under the caption “U.S. government securities/Treasury bills/secondary market” or, if not yet published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. government securities/Treasury bills/secondary market.” 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 the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include one or more of the Agents or their affiliates) selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Treasury Rate Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base If an Interest Rate specified on the face hereof Basis for this Note is the Treasury Rate, as indicated on the “Treasury Rate” meansface hereof, with respect to any the Treasury Rate shall be determined as of the applicable Interest Determination Date (as defined belowa "Treasury Rate Interest Determination Date"), as the rate for from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States (“"Treasury bills”Bills") having the Index Maturity specified on the face hereof, as published in H.15(519) hereof under the heading “U.S. Government Securities-Treasury bills-auction average caption "AVGE INVEST YIELD" on the display on Bridge Telerate, Inc. (investment)” or any successor service) on page 56 ("Telerate Page 56") or page 57 ("Telerate Page 57") or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate of such Treasury Bills (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the auction Auction of Treasury bills Bills having the Index Maturity specified on the face hereof are not so published or reported as provided above by 3:00 P.M., New York City time, on such the related Calculation Date, or if no such auction Auction is held on such Treasury Rate Determination Dateheld, then the Treasury Rate shall will be the rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not yet published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, then the Treasury Rate will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Treasury Rate Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate specified on the face hereof or less than the Minimum Interest Rate, if any, specified on the face hereof. In addition to any Maximum Interest Rate applicable hereto pursuant to the above provisions, the interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. The “Treasury Rate Determination Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date” . Unless otherwise specified on the face hereof, the Trustee will be the day Calculation Agent. At the request of the week Holder hereof, the Calculation Agent shall provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which shall become effective as of the related next Interest Reset Date. Interest payments hereon made on any Interest Payment Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold or at auction on Monday maturity or upon redemption will include interest accrued to but not including such Interest Payment Date or date of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. Ifmaturity or redemption, as the result of a legal holidaycase may be. Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon has been paid, as the case may be, shall be an auction is so held on amount calculated by multiplying the preceding Fridayface amount hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day from the Original Issue Date or from the last date to which interest shall have been paid, such Friday will be as the Treasury Date Determination Date pertaining case may be, to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate which accrued interest is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction datebeing calculated. The interest rate factor for each such Interest Reset Date day shall be computed by dividing the Treasury Interest Rate plus applicable to such day by 360 if the Interest Rate Basis is the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR or minus the Spread or multiplied by the Spread Multiplier, if anyPrime Rate Notes, as indicated on the face hereof or by the actual number of days in the year if the Interest Rate Basis is the CMT Rate or the Treasury Rate as indicated on the face hereof. This Note is subject to mandatory redemption in whole, but not in part, at any time, at a Redemption Price equal to the principal amount hereof plus accrued interest to the Redemption Date (i) in the event that a demand under the Letter of Credit has been made for a payment of principal of or interest on this Note or any Note issued pursuant to the Indenture and the Trustee fails to receive notice from the FHLB of Atlanta within five Business Days thereafter (I.E., within five Business Days after submission to the FHLB of Atlanta by the Trustee of a drawing certificate under the Letter of Credit) that the Credit Amount of the Letter of Credit has been reinstated or (ii) upon the occurrence of certain Events of Default, or upon the declaration of acceleration of the principal of all the Notes following the occurrence of certain other Events of Default, all in accordance with the provisions of the Indenture. In the event this Note shall be called for redemption, notice thereof shall be given by the Trustee by mailing a copy of the redemption notice to the Holder hereof at the address shown in the Note Register. If notice of redemption shall have been duly given, and funds for the payment of interest to the Redemption Date shall be on deposit with the Trustee on such Redemption Date, this Note shall cease to bear interest on the Redemption Date. Except as provided in the preceding paragraph, this Note is not redeemable prior to the Maturity Date shown on the face hereof or otherwise subject to prepayment; provided, however, that if an Event of Default, as defined in the Indenture, shall occur, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of rights and obligations of the Bank and the rights of the Holders of the Notes at any time by the Bank and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Bank with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent of waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Bank, upon surrender of this Note for registration of transfer at the office or agency of the Note Registrar in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount, having the identical Original Issue Date, Maturity Date and provisions with respect to payment of interest, will be issued to the designated transferee or transferees. Prior to due presentment of this Note for registration of transfer, the Bank and the Trustee, and any agent of the Bank and the Trustee, may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Bank or the Trustee, nor any such agent, shall be affected by notice to the contrary. The Notes are issuable only in fully registered form in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. Beneficial interests represented by this Note are exchangeable for definitive Notes in registered form, of like tenor and of an equal aggregate principal amount, only if (x) The Depository Trust Company, as Depositary (the "Depositary") notifies the Bank that it is unwilling or unable to continue as Depositary for this Note or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Bank within 90 days, (y) there shall have occurred and be continuing an Event of Default with respect to this Note, or (z) the Bank in its sole discretion determines that this Note will be so exchangeable. Any Note representing such beneficial interests that is exchangeable pursuant to the preceding sentence shall be exchangeable in whole for definitive Notes in registered form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. Such definitive Notes shall be registered in the name or names of such person or persons as the Depositary shall instruct the Trustee. No service charge shall be made for any such registration of transfer or exchange, but the Bank may require a payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Note shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of laws principles. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM -as tenants in common TEN ENT -as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ___________ Custodian ___________ (Cust) (Minor) under Uniform Gifts to Minors Act ______________________________ (State) Additional abbreviations may also be used though not in the above list.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified is the Treasury Rate as indicated on the face hereof is the Treasury Ratehereof, the “Treasury Rate” means, with respect to any Treasury Rate Determination Date (as defined below), interest rate shall equal the rate for the auction held on such Treasury Rate the Interest Determination Date of direct obligations of the United States (“"Treasury bills”") having the Index Maturity specified described in the related pricing supplement under the caption "INVESTMENT RATE" on the face hereofdisplay on Telerate on page 56 (or any other page as may replace such page on such service) ("Telerate Page 56") or page 57 (or any other page as may replace such page on such service) ("Telerate Page 57") by 3:00 P.M., New York City time, on the Calculation Date for that Interest Determination Date. If the Treasury Rate cannot be determined as published in H.15(519) under described above: - If the heading “U.S. Government Securities-Treasury bills-auction average (investment)” or, if rate is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Determination Date, the Treasury Rate will be the Bond Equivalent Yield of the auction average rate (expressed of such Treasury bills as a bond equivalent published in H.15 Daily Update, or such recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities Treasury Bills/Auction High." - If the rate is not so published by 3:00 P.M., New York City time, on the basis Calculation Date, the Treasury Rate will be the Bond Equivalent Yield of a year the auction rate of 365 or 366 days, as applicable, and applied on a daily basis) such Treasury bills as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that - If the results of the most recent auction of Treasury bills having the Index Maturity specified on described in the face hereof pricing supplement are not published or reported announced as provided described above by 3:00 P.M., New York City time, on such the Calculation Date, or if no such auction is held on such Treasury Rate the Interest Determination Date, then the Treasury Rate shall will be calculated the Bond Equivalent Yield on such Interest Determination Date of Treasury bills having the Index Maturity specified in the applicable pricing supplement as published in H.15(519) under the caption "U.S. Government securities/Treasury bills/Secondary market" or, if not published by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent 3:00 P.M., New York City time, on the basis related Calculation Date, the rate on such Interest Determination Date of a year such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of 365 displaying such rate, under the caption "U.S. Government securities/Treasury bills/Secondary market." - If such rate is not published in H.15(519) H.15 Daily Update or 366 daysanother recognized electronic source by 3:00 P.M., as applicableNew York City time, and applied on a daily basis) the related Calculation Date, then the calculation agent will determine the Treasury Rate to be the Bond Equivalent Yield of the arithmetic mean average of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate the Interest Determination Date, Date of three leading primary United States U.S. government securities dealers selected by (which may include the Calculation Agent Agents or their affiliates) for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on described in the face hereof; provided, however, that if related pricing supplement. The calculation agent will select the three dealers selected as aforesaid by the Calculation Agent referred to above. - If fewer than three dealers are not quoting bid rates as mentioned in this sentenceabove, the rate of interest for Treasury Rate will remain the applicable period will be the rate of interest Treasury Rate then in effect on such Treasury Rate that Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified on the face hereof is the ------------------------------ Treasury Rate, the “Base Rate that takes effect on any Interest Reset Date shall equal the rate for the auction on the corresponding Treasury Rate” means, with respect to any Treasury Rate Interest Determination Date (as defined in Section (Reverse of Security continued on next page) 3(n) below), the rate for the auction held on such Treasury Rate Determination Date ) of direct obligations of the United States (“"Treasury bills”Bills") having -------------- the Index Maturity specified on the face hereofMaturity, as published in H.15(519) that rate appears on Telerate Page 56 or 57 under the heading “U.S. Government Securities-"Investment Rate". If the Treasury bills-auction average Rate cannot be determined as described above, the following procedures will apply in determining the Treasury Rate: (investment)” or, if i) If the rate described above does not so published appear on either Telerate Page 56 or 57 by 3:00 P.M., New York City time, on the Calculation Date pertaining corresponding to such Treasury Rate Interest Determination Date, the auction average rate Treasury Rate will be the Bond Equivalent Yield (expressed as a bond equivalent on defined in Section 3(n) below) of the basis of a year of 365 or 366 daysrate, for such Treasury Interest Determination Date and for Treasury Bills having the Index Maturity, as applicablepublished in H.15 Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/Treasury Bills/Auction High". (ii) If the rate described in clause (i) above does not appear in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, the Treasury Rate will be the Bond Equivalent Yield of the auction rate, for such Treasury Interest Determination Date and applied on a daily basis) for Treasury Bills having the Index Maturity, as otherwise announced by the United States U.S. Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of Treasury. (iii) If the auction of Treasury bills having the Index Maturity specified on the face hereof are rate described in clause (ii) above is not published or reported as provided above so announced by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held for the relevant week, then the Treasury Rate will be the Bond Equivalent Yield of the rate, for such Treasury Interest Determination Date and for Treasury Bills having a remaining maturity closest to the Index Maturity, as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Secondary Market". (iv) If the rate described in clause (iii) above does not appear in H.15(519) by 3:00 P.M., New York City time, on such Treasury Rate Determination Calculation Date, then the Treasury Rate shall will be calculated by the Calculation Agent rate, for such Treasury Interest Determination Date and shall be for Treasury Bills having a yield remaining maturity closest to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 daysIndex Maturity, as applicablepublished in H.15 Daily Update, and applied or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/ Treasury Bills /Secondary Market". (v) If the rate described in clause (iv) above does not appear in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on a daily basis) such Calculation Date, the Treasury Rate will be the Bond Equivalent Yield of the arithmetic mean of the following secondary market bid rates, rates for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity: the rates bid as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of by three leading primary United States U.S. government securities dealers in New York City selected by the Calculation Agent. (Reverse of Security continued on next page) (vi) If fewer than three dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers selected are quoting as aforesaid by the Calculation Agent are not quoting bid rates as mentioned described in this sentenceclause (v) above, the rate of interest for the applicable period will Treasury Rate shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate). The “Treasury Base Rate Determination Date” determined in accordance with this Section 3(f) will be adjusted by the day addition or subtraction of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each weekSpread, unless that day is a legal holidayif any, in which case the auction is normally held on the following Tuesday, except that or by multiplying such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated specified on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If an Interest Rate Basis for this Note is the applicable Pricing Supplement if the Base Rate Treasury Rate, as specified on the face hereof is or in the Pricing Supplement, the Treasury Rate, Rate shall be determined as of the “Treasury Rate” means, with respect to any Treasury Rate applicable Interest Determination Date (a ‘Treasury Rate Interest Determination Date”) as defined below), the rate for from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, as published hereof or in H.15(519) the Pricing Supplement under the heading “INVESTMENT RATE” on the display on Moneyline Telerate, Inc. (or any successor service) on page 56 (or any other page as may replace such page on such service), (“Moneyline Telerate Page 56”) or page 57 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 57”), or, if not published by 3:00 p.m., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the rate for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities-/Treasury bills-auction average (investment)” orBills/Auction High”, or if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield, of the auction average rate (expressed of such Treasury Bills as a bond equivalent on announced by the basis United States Department of a year Treasury. In the event that the auction rate of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise Treasury Bills having the Index Maturity specified in the applicable Pricing Supplement is not so announced by the United States Department of the Treasury, or if no such Auction is held, then the Treasury for Treasury bills Rate will be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on in the face hereof. In applicable Pricing Supplement as published in H.15(519) under the event that the results of the auction of caption “U.S. Government Securities/Treasury bills having the Index Maturity specified on the face hereof are Bills/Secondary Market” or, if not yet published or reported as provided above by 3:00 P.M., New York City timetune, on such the related Calculation Date, or if no such auction is held the rate on such Treasury Rate Interest Determination DateDate of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, then the Treasury Rate shall will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers (which may include the Dealers or their affiliates) selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on in the face hereofapplicable Pricing Supplement; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Treasury Rate Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, with respect to any The Treasury Rate Determination for each Interest Reset Date (as defined below), will be the rate for from the auction held on such the Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, under the caption “INVEST RATE” on the display on Reuters (or any successor service) on page USAUCTION10 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION10”) or page USAUCTION11 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION11”) or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the auction rate of those Treasury Bills as announced by the U.S. Department of the Treasury. In the event that the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate will be the Bond Equivalent Yield of the rate on that Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading caption “U.S. Government Securities-securities/Treasury bills-auction average bills (investmentsecondary market)” or, if not so yet published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed on that Treasury Rate Interest Determination Date of such Treasury Bills as a bond equivalent on published in H.15 Daily Update, or such other recognized electronic source used for the basis purpose of a year of 365 or 366 daysdisplaying such rate, as applicable, and applied on a daily basis) as otherwise announced by under the United States Department of the Treasury for caption “U.S. Government securities/Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof(secondary market)”. In the event If that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are rate is not yet published in H.15(519), H.15 Daily Update or reported as provided above another recognized electronic source by 3:00 P.M., New York City time, on such the related Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such that Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent after consultation with Québec, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “determined as of that Treasury Rate Interest Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Rate in effect on that Treasury Rate Interest Determination Date pertaining Date. “Bond Equivalent Yield” will be a yield (expressed as a percentage) calculated according to the Interest Reset Date occurring following formula: Bond Equivalent Yield = D × N × 100 where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the next succeeding weekInterest Payment Period for which interest is being calculated. If an auction date Notwithstanding the foregoing, the interest rate hereon shall fall on any not be greater than the Maximum Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such if any, or less than the Minimum Interest Reset Date Rate, if any, specified on the face hereof. The Calculation Agent shall instead be calculate the first Business Day immediately following such auction dateinterest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate for each such Interest Reset Date shall on this Global Note will in no event be higher than the Treasury Rate plus or minus the Spread or multiplied maximum rate permitted by the Spread Multiplier, if anyNew York law, as indicated on the face hereofsame may be modified by United States law of general application.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof The “treasury rate” for any Interest Determination Date is the Treasury Rate, the “Treasury Rate” means, with respect to any Treasury Rate Determination Date (as defined below), the rate for set at the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“Treasury bills”) having the Index Maturity described in the Pricing Supplement, as specified under the caption “Investment Rate” on the face hereofdisplay on Reuters, or any successor service, on page USAUCTION 10/11 or any other page as may replace such page. The following procedures will be followed if the treasury rate cannot be determined as described above: • If the rate is not displayed on Reuters by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate of Treasury bills as published in H.15(519) H.15 Daily Update, or another recognized electronic source for the purpose of displaying the applicable rate, under the heading caption “U.S. Government Securities-/Treasury bills-auction average (investment)Bills/Auction High.” or, if • If the alternative rate described in the paragraph immediately above is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Determination Daterelated calculation date, the auction average treasury rate (expressed as a will be the bond equivalent on the basis of a year of 365 or 366 daysyield, as applicabledefined below, and applied on a daily basis) of the auction rate of the applicable Treasury bills as otherwise announced by the United States U.S. Department of the Treasury for Treasury. • If the alternative rate described in the paragraph immediately above is not announced by the U.S. Department of the Treasury, or if the auction is not held, the treasury rate will be the bond equivalent yield of the rate on the particular Interest Determination Date of the applicable Treasury bills on such as published in H.15(519) under the caption “U.S. Government Securities/Treasury Rate Determination Date having Bills/Secondary Market.” • If the Index Maturity specified on alternative rate described in the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are paragraph immediately above is not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Datethe related calculation date, the treasury rate will be the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15 Daily Update, or if no such auction another recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” • If the alternative rate described in the paragraph immediately above is held not published by 3:00 P.M., New York City time, on such Treasury Rate the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date, then the Treasury Rate shall be Date calculated by the Calculation Agent and shall be a yield to maturity (expressed as a the bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate that Interest Determination Date, of three leading primary United States U.S. government securities dealers dealers, selected by the Calculation Agent Agent, after consultation with us, for the issue of Treasury bills with a remaining maturity closest to the particular Index Maturity specified on the face hereof; provided, however, that if Maturity. • If the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned described in this sentencethe paragraph immediately above, the treasury rate of interest for the applicable period will be the treasury rate of interest in effect on such Treasury Rate the particular Interest Determination Date. The “Treasury Rate Determination Date” bond equivalent will be calculated using the day of following formula: Bond Equivalent Yield = D x N x 100 where “D” refers to the week in which the related Interest Reset Date falls on which applicable annual rate for Treasury bills would normally be auctioned. Treasury bills are normally sold at auction quoted on Monday of each weeka bank discount basis and expressed as a decimal, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If“N” refers to 365 or 366, as the result of a legal holidaycase may be, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining and “M” refers to the Interest Reset Date occurring actual number of days in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The applicable interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofperiod.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, Rate with respect to any Treasury Rate this Note shall be determined on each Interest Determination Date (as defined below), and shall be the rate for the auction held on such Treasury Rate the relevant Interest Determination Date of direct obligations Treasury bills having the specified Index Maturity under the caption "INVESTMENT RATE" on the display on the Bridge Telerate, Inc. or any successor service on page 56, or any other page as may replace that page on such service ("Telerate Page 56), or page 57, or any other page as may replace that page on such service ("Telerate Page 57"). If the 1051047.4 10201 1256C 00692469 rate is not published by 3:00 p.m., New York City time, on the relevant Calculation Date, then the Treasury Rate will be the Bond Equivalent Yield of the United States (“rate for such Treasury bills”) having the Index Maturity specified on the face hereof, bills as published in H.15(519) H.15 Daily Update, or another recognized electronic source used for the purpose of displaying such rate, under the heading “caption "U.S. Government Securities-/Treasury bills-auction average (investment)” Bills/Auction High" or, if not so published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction average rate (expressed of such Treasury bills as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of If the auction rate of Treasury bills having the specified Index Maturity is not so announced by the United States Department of the Treasury, or if no such auction is held, then the Treasury Rate will be the Bond Equivalent Yield of the rate on such Interest Determination Date of Treasury bills having the specified on Index Maturity as published in H.15(519) under the face hereof are caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not yet published or reported as provided above by 3:00 P.M.p.m., New York City time, on such the related Calculation Date, or if no such auction is held the rate on such Interest Determination Date of such Treasury Rate Determination Datebills as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is not yet published in H.15(519), H.15 Daily update or another recognized electronic source, then the Treasury Rate shall will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers (which may include the any of the Agents or their affiliates) selected by the Calculation Agent Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity specified on the face hereofMaturity; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Treasury Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof The “treasury rate” for any Interest Determination Date is the Treasury Rate, the “Treasury Rate” means, with respect to any Treasury Rate Determination Date (as defined below), the rate for set at the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“Treasury bills”) having the Index Maturity described in the Pricing Supplement, as specified under the caption “Investment Rate” on the face hereofdisplay on Reuters, or any successor service, on page USAUCTION 10/11 or any other page as may replace such page. The following procedures will be followed if the treasury rate cannot be determined as described above: • If the rate is not displayed on Reuters on page USAUCTION 10/11 or any other page as may replace such page by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate of Treasury bills as published in H.15(519) H.15 Daily Update, or another recognized electronic source for the purpose of displaying the applicable rate, under the heading caption “U.S. Government Securities-/Treasury bills-auction average (investment)Bills/Auction High.” or, if • If the alternative rate described in the paragraph immediately above is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Determination Daterelated calculation date, the auction average treasury rate (expressed as a will be the bond equivalent on the basis of a year of 365 or 366 daysyield, as applicabledefined below, and applied on a daily basis) of the auction rate of the applicable Treasury bills as otherwise announced by the United States U.S. Department of the Treasury for Treasury. • If the alternative rate described in the paragraph immediately above is not announced by the U.S. Department of the Treasury, or if the auction is not held, the treasury rate will be the bond equivalent yield of the rate on the particular Interest Determination Date of the applicable Treasury bills on such as published in H.15(519) under the caption “U.S. Government Securities/Treasury Rate Determination Date having Bills/Secondary Market.” • If the Index Maturity specified on alternative rate described in the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are paragraph immediately above is not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Datethe related calculation date, the treasury rate will be the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15 Daily Update, or if no such auction another recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” • If the alternative rate described in the paragraph immediately above is held not published by 3:00 P.M., New York City time, on such Treasury Rate the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date, then the Treasury Rate shall be Date calculated by the Calculation Agent and shall be a yield to maturity (expressed as a the bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate that Interest Determination Date, of three leading primary United States U.S. government securities dealers dealers, selected by the Calculation Agent Agent, after consultation with the Issuer, for the issue of Treasury bills with a remaining maturity closest to the particular Index Maturity specified on the face hereof; provided, however, that if Maturity. • If the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned described in this sentencethe paragraph immediately above, the treasury rate of interest for the applicable period will be the treasury rate of interest in effect on such Treasury Rate the particular Interest Determination Date. The “Treasury Rate Determination Date” bond equivalent will be calculated using the day of following formula: Bond Equivalent Yield = D x N x 100 where “D” refers to the week in which the related Interest Reset Date falls on which applicable annual rate for Treasury bills would normally be auctioned. Treasury bills are normally sold at auction quoted on Monday of each weeka bank discount basis and expressed as a decimal, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If“N” refers to 365 or 366, as the result of a legal holidaycase may be, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining and “M” refers to the Interest Reset Date occurring actual number of days in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The applicable interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofperiod.

Determination of Treasury Rate. Unless otherwise If the Interest Rate Basis, as specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof above, is, or is calculated by reference to the Treasury Rate, unless otherwise specified above, the “Treasury Rate” meansfor each Interest Reset Date will be the rate from the auction held on the applicable Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity, with respect as specified above, as published under the caption “Investment Rate” on the display on Reuters, Inc. or any successor service on page USAUCTION 10 or any other page as may replace page USAUCTION 10 on that service (“Reuters Page USAUCTION 10”) or page USAUCTION 11 on that service (“Reuters Page USAUCTION 11”), or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to any such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield of the rate for the auction held on such applicable Treasury Rate Determination Date of direct obligations of the United States (“Treasury bills”) having the Index Maturity specified on the face hereof, Bills as published in H.15(519) H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading caption “U.S. Government Securities-/Treasury bills-auction average (investment)Bills/Auction High,” or, if the rate is not so published by 3:00 P.M.p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction average rate (expressed as a bond equivalent on of the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise applicable Treasury Bills announced by the United States Department of the Treasury for Treasury bills Treasury, or, if the rate is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on such the applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity specified above, published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market,” or, if the rate is not so published by 3:00 p.m., New York City time, on the face hereof. applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the event that the results of the auction of Treasury bills Bills having the applicable Index Maturity specified on the face hereof above are not published or reported reported, as provided above above, by 3:00 P.M.p.m., New York City time, on such the applicable Calculation Date, Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury Rate Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such the applicable Treasury Rate Determination Date, of three leading primary United States government securities dealers dealers, which may include the agent or its affiliates, selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofabove; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period Treasury Rate will be the rate of interest Treasury Rate in effect on such the applicable Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if the Base Interest Rate specified on the face hereof Basis is the Treasury Rate, the “Treasury Rate” means, interest rate payable with respect to any this Global Note shall equal the Treasury Rate Determination Date (determined as defined below)specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Treasury Rate shall equal the rate for the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”Bills") having sold at the auction on the applicable Treasury Rate Interest Determination Date for the period of the Index Maturity specified as such rate appears on the face hereof, as published in H.15(519) Telerate page 56 or 57 under the heading “U.S. Government Securities-"MONEYLINE INVESTMENT RATE" or any replacement heading on that service (the day of the week in which such Interest Reset Date falls on which Treasury bills-bills would normally be auctioned, is a "Treasury Rate Interest Determination Date"). If an auction average (investment)” oris held on the Friday of the week preceding the applicable Interest Reset Date, if the Treasury Rate Interest Determination Date will be such preceding Friday. If the rate described above does not so published by appear on Telerate page 56 or 57 at 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the auction average rate (expressed as a bond equivalent on Treasury Rate shall be the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department Bond Equivalent Yield of the Treasury rate, for Treasury bills on such Treasury Rate Interest Determination Date having Date, for the Index Maturity specified on type of Treasury Bills described above, as published in H.15(519) Daily Update, or another recognized electronic source used for displaying that rate, under the face hereofheading "U.S. Government Securities/Treasury Bills/Auction High". In the event that If the results of the auction of Treasury bills having Bills for the period of the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M.p.m., New York City time, on such Calculation Date, then the Treasury Rate shall be the Bond Equivalent Yield (as defined below) of the auction rate, for such Treasury Interest Determination Date and for Treasury Bills of the kind described above, as announced by the United States Department of the Treasury. If the auction rate described in the immediately preceding paragraph is not so announced by 3:00 p.m., New York City time, on such Calculation Date, or if no such auction is held for the relevant week, then the Treasury Rate shall be the Bond Equivalent Yield of the rate, for such Treasury Interest Rate Determination Date and for Treasury Bills having a remaining maturity closest to the period of the Index Maturity, as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Secondary Market". If the rate described in the immediately preceding paragraph does not appear in H.15(519) at 3:00 p.m., New York City time, on such Treasury Rate Determination Calculation Date, then the Treasury Rate shall be calculated by the rate, for such Interest Determination Date and for Treasury Bills having a remaining maturity closest to the period of the Index Maturity, as published in H.15(519) Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/Treasury Bills/Secondary Market". If the rate described in the immediately preceding paragraph does not appear in H.15(519) Daily Update or another recognized electronic source at 3:00 p.m., New York City time, on such Calculation Date, the Calculation Agent and shall calculate the Treasury Rate for such Treasury Rate Interest Determination Date. Such rate shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers dealers, as selected by the Calculation Agent after consultation with Financement-Québec (and which may be the Agents or their affiliates) for the issue of Treasury bills with a remaining maturity closest to the period of the Index Maturity specified on Maturity. If the face hereof; provided, however, that if the selected dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentencequoting, the rate of interest Treasury Rate for the applicable period will such Treasury Rate Interest Determination Date shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will "Bond Equivalent Yield" shall be the day of the week yield calculated in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on accordance with the following Tuesdayformula: D × N × 100 360 - (D × M) where "D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, except that such auction may be held on the preceding Friday. If"N" refers to 365 or 366, as the result case may be, and "M" refers to the actual number of a legal holidaydays in the Interest Payment Period for which interest is being calculated. Notwithstanding the foregoing, an auction is so held the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the preceding Friday, such Friday will be face hereof. The Calculation Agent shall calculate the Treasury Date Determination Date pertaining to interest rate hereon in accordance with the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall foregoing on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction dateor before each Calculation Date. The interest rate for each such Interest Reset Date shall on this Global Note will in no event be higher than the Treasury Rate plus or minus the Spread or multiplied maximum rate permitted by the Spread Multiplier, if anyNew York law, as indicated on the face hereofsame may be modified by United States law of general application.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified set forth on the face hereof is the Treasury Rate, this Security will bear interest for each Interest Reset Period at the “interest rate calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate” , if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Treasury RATE" means, with respect to any Treasury Rate Interest Determination Date (as defined below)pertaining thereto, the rate for the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”") held on such Interest Determination Date having the Index Maturity specified set forth on the face hereof, as published in H.15(519) hereof under the heading “U.S. Government Securities-Treasury bills-auction average caption "INVESTMENT RATE" on the display on Telerate on page 56 (investment)” oror any other page as may replace such page on such service) or page 57 (or any other page as may replace such page on such service) by 3:00 P.M., New York City time, on the Calculation Date for such Interest Determination Date. However, if not so yet published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the auction average rate (expressed of such Treasury bills as a bond equivalent published in H.15 Daily Update, or such recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities Treasury Bills/Auction High." If the rate is not so published by 3:00 P.M., New York City time, on the basis Calculation Date and cannot be determined as described in the immediately preceding sentence, the Treasury Rate will be the Bond Equivalent Yield of a year the auction rate of 365 or 366 days, as applicable, and applied on a daily basis) such Treasury bills as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the most recent auction of Treasury bills having the Index Maturity specified set forth on the face hereof are not published or reported announced as provided described above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate the Interest Determination Date, then the Treasury Rate shall will be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, Bond Equivalent Yield on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue Date of Treasury bills with a remaining maturity closest to having the Index Maturity specified on the face hereof; provided, however, that if the dealers selected hereof as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.published in

Determination of Treasury Rate. Unless otherwise specified in If an Interest Rate Basis for this Note is the applicable Pricing Supplement if the Base Rate Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate, Rate shall be determined as of the “Treasury Rate” means, with respect to any Treasury Rate applicable Interest Determination Date (a “Treasury Rate Interest Determination Date”) as defined below), the rate for from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereofhereof (or, as published if this Note is in H.15(519global form, in the Pricing Supplement) under the heading caption “U.S. Government Securities-Treasury bills-auction average INVESTMENT RATE” on the display on Moneyline Telerate on page 56 (investment)” or any other page as may replace such page on such service) (“Moneyline Telerate Page 56”) or page 57 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 57”) or, if not so published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to Date, the Bond Equivalent Yield (as defined below) of the rate for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High.” If such rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate Interest Determination Date, Date shall be Bond Equivalent Yield of the auction average rate (expressed of such Treasury Bills as a bond equivalent on announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for on such Calculation Date, or if no such Auction is held, then the Treasury bills Rate on such Treasury Rate Interest Determination Date having shall be the Index Maturity specified on the face hereof. In the event that the results Bond Equivalent Yield of the auction rate on such Treasury Rate Interest Determination Date of Treasury bills Bills having the Index Maturity specified on the face hereof are (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market” or, if not yet published or reported as provided above by 3:00 P.M.p.m., New York City time, on such the related Calculation Date, or if no such auction is held the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” 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 the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers (which may include the Distribution Agents or their affiliates) selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofhereof (or, if this Note is in global form, in the Pricing Supplement); provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Treasury Rate Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise If the Interest Rate Basis specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof above is the Treasury Rate, the interest rate with respect to this Note will be the Treasury Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Treasury Rate” means, with respect to any Treasury Rate Interest Determination Date (as defined below)Date, the rate for from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, above as published in H.15(519) under the heading caption “U.S. Government Securities-Treasury bills-auction average (investment)INVEST RATE” on Reuters Page USAUCTION10 or Reuters Page USAUCTION11 or, if not so displayed, as displayed on the Bloomberg service (or any successor service) on page AUCR 27 (or any other page as may replace that page on that service). If such rate is not published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Treasury Rate on such Interest Determination Date will be the Bond Equivalent Yield (as defined below) of the auction average rate (expressed as a bond equivalent on of such Treasury Bills announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction the Auction is held on such Treasury Rate Determination Datenot held, then the Treasury Rate shall on such Interest Determination Date will be the Bond Equivalent Yield of the rate on such Interest Determination Date of Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15(519) under the caption “U.S. government securities/Treasury bills (secondary market)”, or if such rate is not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Interest Determination Date of such Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the rate, under the caption ““U.S. government securities/Treasury bills (secondary market)”. If such rate is not published in H.15(519), H.15 Daily Update, or other recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, the Treasury Rate will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Company, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofabove; provided, however, that if the dealers selected as aforesaid by the Calculation Agent Company are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if the Base Interest Rate specified on the face hereof Basis of this Security is the Treasury Rate, the “Treasury Rate” means, interest rate with respect to any Treasury Rate Determination Interest Reset Date (as defined below), shall equal the rate for the auction held on such the relevant Treasury Rate Interest Determination Date of direct obligations of the United States (“"Treasury bills”") having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading “"U.S. Government Securities-/Treasury bills-auction average Bills/Auction Average (investmentInvestment)” " or, if not so published by 3:00 P.M., New York City time, on the relevant Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or or, if no such auction is held on during such Treasury Rate Determination Dateweek, then the Treasury Rate shall be the rate set forth in H.15(519) for the relevant Treasury Interest Determination Date for the specified Index Maturity under the heading "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is not so published by 3:00 P.M., New York City time, on the relevant Calculation Date, the Treasury Rate for such Interest Reset Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, rates as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent Agent, for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that that, if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period Treasury Rate with respect to such Interest Reset Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise If the Interest Rate Basis specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof above is the Treasury Rate, the interest rate with respect to this Note will be the Treasury Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Treasury Rate” means, with respect to any Treasury Rate Interest Determination Date (as defined below)Date, the rate for from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, above as published in H.15(519) under the heading caption “U.S. Government Securities-Treasury bills-auction average INVEST RATE” on Reuters page USAUCTION 10 (investment)” “Reuters Page US AUCTION 10”) or Reuters page USAUCTION 11 (“Reuters Page USAUCTION 11”) or, if not so published displayed, as displayed on the Bloomberg service (or any successor service) on page AUCR 18 (or any other page as may replace that page on that service), or if such rate does not so appear by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Bond Equivalent Yield (as defined below) of the auction average rate (expressed as a bond equivalent on of such Treasury Bills announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction the Auction is held on such Treasury Rate Determination Datenot held, then the Treasury Rate shall on such Interest Determination Date will be the Bond Equivalent Yield of the rate on such Interest Determination Date of Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”, or if such rate is not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Interest Determination Date of such Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”. If such rate is not published in H.15(519), H.15 Daily Update, or other recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, the Treasury Rate on such Interest Determination Date will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofabove; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if Interest Rate Basis is Treasury Rate, the Base interest rate payable with respect to this Note shall equal the Treasury Rate determined as specified on the face hereof is hereof, plus or minus the Treasury RateSpread, if any, or multiplied by the “Treasury Rate” meansSpread Multiplier, with respect to any if any. The Treasury Rate Determination Date (as defined below), for each interest reset date shall be the rate for from the auction held on such the Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, under the caption “INVEST RATE” on the display on Reuters (or any successor service) on page USAUCTION 10 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION 10”) or page USAUCTION 11 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION 11”) or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the auction rate of those Treasury Bills as announced by the U.S. Department of the Treasury. In the event that the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate shall be the Bond Equivalent Yield of the rate on that Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading caption “U.S. Government Securities-securities/Treasury bills-auction average (investment)/secondary market” or, if not so yet published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent on the basis that Treasury Rate Interest Determination Date of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having Bills as published in H.15 Daily Update, or such other recognized electronic source used for the Index Maturity specified on purpose of displaying such rate, under the face hereofcaption “U.S. Government securities/Treasury bills/secondary market”. In the event If that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are rate is not yet published in H.15(519), H.15 Daily Update or reported as provided above another recognized electronic source by 3:00 P.M., New York City time, on such the related Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such that Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent after consultation with Québec, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period will that Treasury Rate Interest Determination Date shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination DateBond Equivalent Yield” will shall be the day of the week yield calculated in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on accordance with the following Tuesdayformula: Bond Equivalent Yield = D × N × 100 360 – (D × M) where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, except that such auction may be held on the preceding Friday. If“N” refers to 365 or 366, as the result case may be, and “M” refers to the actual number of a legal holidaydays in the Interest Payment Period for which interest is being calculated. Notwithstanding the foregoing, an auction is so held the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the preceding Friday, such Friday will be face hereof. The Calculation Agent shall calculate the Treasury Date Determination Date pertaining to interest rate hereon in accordance with the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall foregoing on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction dateor before each Calculation Date. The interest rate for each such Interest Reset Date shall on this Note will in no event be higher than the Treasury Rate plus or minus the Spread or multiplied maximum rate permitted by the Spread Multiplier, if anyNew York law, as indicated on the face hereofsame may be modified by United States law of general application.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, with respect to any The Treasury Rate Determination for each Interest Reset Date (as defined below), will be the rate for from the auction held on such the Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, under the caption “INVEST RATE” on the display on Reuters (or any successor service) on page USAUCTION10 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION10”) or page USAUCTION11 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION11”) or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the auction rate of those Treasury Bills as announced by the U.S. Department of the Treasury. In the event that the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate will be the Bond Equivalent Yield of the rate on that Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading caption “U.S. Government Securities-securities/Treasury bills-auction average bills (investmentsecondary market)” or, if not so yet published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed on that Treasury Rate Interest Determination Date of such Treasury Bills as a bond equivalent on published in H.15 Daily Update, or such other recognized electronic source used for the basis purpose of a year of 365 or 366 daysdisplaying such rate, as applicable, and applied on a daily basis) as otherwise announced by under the United States Department of the Treasury for caption “U.S. Government securities/Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof(secondary market)”. In the event If that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are rate is not yet published in H.15(519), H.15 Daily Update or reported as provided above another recognized electronic source by 3:00 P.M., New York City time, on such the related Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such that Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent after consultation with Québec, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “determined as of that Treasury Rate Interest Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Rate in effect on that Treasury Rate Interest Determination Date pertaining Date. “Bond Equivalent Yield” will be a yield (expressed as a percentage) calculated according to the Interest Reset Date occurring following formula: Bond Equivalent Yield = D × N × 100 360 – (D × M) where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the next succeeding weekInterest Payment Period for which interest is being calculated. If an auction date Notwithstanding the foregoing, the interest rate hereon shall fall on any not be greater than the Maximum Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such if any, or less than the Minimum Interest Reset Date Rate, if any, specified on the face hereof. The Calculation Agent shall instead be calculate the first Business Day immediately following such auction dateinterest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate for each such Interest Reset Date shall on this Global Note will in no event be higher than the Treasury Rate plus or minus the Spread or multiplied maximum rate permitted by the Spread Multiplier, if anyNew York law, as indicated on the face hereofsame may be modified by United States law of general application.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified on the face hereof is the Treasury Rate, the “Base Rate that takes effect on any Interest Reset Date shall equal the rate for the auction on the corresponding Treasury Rate” means, with respect to any Treasury Rate Interest Determination Date (as defined in Section 3(n) below), the rate for the auction held on such Treasury Rate Determination Date ) of direct obligations of the United States (“"Treasury bills”Bills") having the Index Maturity specified (Reverse of Security continued on the face hereofnext page) Maturity, as published in H.15(519) that rate appears on Moneyline Telerate Page 56 or 57 under the heading “U.S. Government Securities-"Investment Rate". If the Treasury bills-auction average Rate cannot be determined as described above, the following procedures will apply in determining the Treasury Rate: (investment)” or, if i) If the rate described above does not so published appear on either Moneyline Telerate Page 56 or 57 by 3:00 P.M., New York City time, on the Calculation Date pertaining corresponding to such Treasury Rate Interest Determination Date, the auction average rate Treasury Rate will be the Bond Equivalent Yield (expressed as a bond equivalent on defined in Section 3(n) below) of the basis of a year of 365 or 366 daysrate, for such Treasury Interest Determination Date and for Treasury Bills having the Index Maturity, as applicablepublished in H.15 Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/Treasury Bills/Auction High". (ii) If the rate described in clause (i) above does not appear in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, the Treasury Rate will be the Bond Equivalent Yield of the auction rate, for such Treasury Interest Determination Date and applied on a daily basis) for Treasury Bills having the Index Maturity, as otherwise announced by the United States U.S. Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of Treasury. (iii) If the auction of Treasury bills having the Index Maturity specified on the face hereof are rate described in clause (ii) above is not published or reported as provided above so announced by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held for the relevant week, then the Treasury Rate will be the Bond Equivalent Yield of the rate, for such Treasury Interest Determination Date and for Treasury Bills having a remaining maturity closest to the Index Maturity, as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Secondary Market". (iv) If the rate described in clause (iii) above does not appear in H.15(519) by 3:00 P.M., New York City time, on such Treasury Rate Determination Calculation Date, then the Treasury Rate shall will be calculated by the Calculation Agent rate, for such Treasury Interest Determination Date and shall be for Treasury Bills having a yield remaining maturity closest to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 daysIndex Maturity, as applicablepublished in H.15 Daily Update, and applied or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/ Treasury Bills /Secondary Market". (v) If the rate described in clause (iv) above does not appear in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on a daily basis) such Calculation Date, the Treasury Rate will be the Bond Equivalent Yield of the arithmetic mean of the following secondary market bid rates, rates for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity: the rates bid as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of by three leading primary United States U.S. government securities dealers in New York City selected by the Calculation Agent. (Reverse of Security continued on next page) (vi) If fewer than three dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers selected are quoting as aforesaid by the Calculation Agent are not quoting bid rates as mentioned described in this sentenceclause (v) above, the rate of interest for the applicable period will Treasury Rate shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate). The “Treasury Base Rate Determination Date” determined in accordance with this Section 3(f) will be adjusted by the day addition or subtraction of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each weekSpread, unless that day is a legal holidayif any, in which case the auction is normally held on the following Tuesday, except that or by multiplying such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated specified on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof The “treasury rate” for any Interest Determination Date is the Treasury Rate, the “Treasury Rate” means, with respect to any Treasury Rate Determination Date (as defined below), the rate for set at the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“Treasury bills”) having the Index Maturity described in the Pricing Supplement, as specified under the caption “Investment Rate” on the face hereofdisplay on Reuters, or any successor service, on page USAUCTION 10/11 or any other page as may replace such page. The following procedures will be followed if the treasury rate cannot be determined as described above: • If the rate is not displayed on Reuters by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate of Treasury bills as published in H.15(519) H.15 Daily Update, or another recognized electronic source for the purpose of displaying the applicable rate, under the heading caption “U.S. Government Securities-/Treasury bills-auction average (investment)Bills/Auction High.” or, if • If the alternative rate described in the paragraph immediately above is not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Determination Daterelated calculation date, the auction average treasury rate (expressed as a will be the bond equivalent on the basis of a year of 365 or 366 daysyield, as applicabledefined below, and applied on a daily basis) of the auction rate of the applicable Treasury bills as otherwise announced by the United States U.S. Department of the Treasury for Treasury. • If the alternative rate described in the paragraph immediately above is not announced by the U.S. Department of the Treasury, or if the auction is not held, the treasury rate will be the bond equivalent yield of the rate on the particular Interest Determination Date of the applicable Treasury bills on such as published in H.15(519) under the caption “U.S. Government Securities/Treasury Rate Determination Date having Bills/Secondary Market.” • If the Index Maturity specified on alternative rate described in the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are paragraph immediately above is not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Datethe related calculation date, the treasury rate will be the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15 Daily Update, or if no such auction another recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” • If the alternative rate described in the paragraph immediately above is held not published by 3:00 P.M., New York City time, on such Treasury Rate the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date, then the Treasury Rate shall be Date calculated by the Calculation Agent and shall be a yield to maturity (expressed as a the bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate that Interest Determination Date, of three leading primary United States U.S. government securities dealers dealers, selected by the Calculation Agent Agent, after consultation with the Issuer, for the issue of Treasury bills with a remaining maturity closest to the particular Index Maturity specified on the face hereof; provided, however, that if Maturity. • If the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned described in this sentencethe paragraph immediately above, the treasury rate of interest for the applicable period will be the treasury rate of interest in effect on such Treasury Rate the particular Interest Determination Date. The “Treasury Rate Determination Date” bond equivalent will be calculated using the day of following formula: Bond Equivalent Yield = D x N x 100 where “D” refers to the week in which the related Interest Reset Date falls on which applicable annual rate for Treasury bills would normally be auctioned. Treasury bills are normally sold at auction quoted on Monday of each weeka bank discount basis and expressed as a decimal, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If“N” refers to 365 or 366, as the result of a legal holidaycase may be, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining and “M” refers to the Interest Reset Date occurring actual number of days in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The applicable interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofperiod.

Determination of Treasury Rate. Unless otherwise specified in If an Interest Rate Basis for this Note is the applicable Pricing Supplement if the Base Rate Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate, Rate shall be determined as of the “Treasury Rate” means, with respect to any Treasury Rate applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as defined below), the rate for from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States (“"Treasury bills”Bills") having the Index Maturity specified on the face hereof, as published in H.15(519) hereof under the heading “U.S. Government Securities-Treasury bills-auction average caption "INVESTMENT RATE" on the display on Moneyline Telerate, Inc. (investment)” or any successor service) on page 56 (or any other page as may replace such page on such service) ("Moneyline Telerate Page 56") or page 57 (or any other page as may replace such page on such service) ("Moneyline Telerate Page 57") or, if not so published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to Date, the Bond Equivalent Yield (as defined hereinafter) of the rate for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Auction High." If such rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate Interest Determination Date, Date shall be Bond Equivalent Yield of the auction average rate (expressed of such Treasury Bills as a bond equivalent on announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction Auction is held held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not yet published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." 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 the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofMaturity; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Treasury Rate Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise If the Interest Rate Basis, as specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof above, is, or is calculated by reference to the Treasury Rate, unless otherwise specified above, the “"Treasury Rate” means" for each Interest Reset Date will be the rate from the auction held on the applicable Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity, with respect as specified above, as published under the caption "Investment Rate" on the display on Bridge Telerate, Inc. or any successor service on page 56 or any other page as may replace page 56 on that service or page 57 or any other page as may replace page 57 on that service, or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to any such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield of the rate for the auction held on such applicable Treasury Rate Determination Date of direct obligations of the United States (“Treasury bills”) having the Index Maturity specified on the face hereof, Bills as published in H.15(519) H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading “caption "U.S. Government Securities-/Treasury bills-auction average (investment)” Bills/Auction High," or, if the rate is not so published by 3:00 P.M.p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction average rate (expressed as a bond equivalent on of the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise applicable Treasury Bills announced by the United States Department of the Treasury for Treasury bills Treasury, or, if the rate is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on such the applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity specified above, published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market," or, if the rate is not so published by 3:00 p.m., New York City time, on the face hereof. applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." In the event that the results of the auction of Treasury bills Bills having the applicable Index Maturity specified on the face hereof above are not published or reported reported, as provided above above, by 3:00 P.M.p.m., New York City time, on such the applicable Calculation Date, Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury Rate Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such the applicable Treasury Rate Determination Date, of three leading primary United States government securities dealers dealers, which may include the agent or its affiliates, selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofabove; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period Treasury Rate will be the rate of interest Treasury Rate in effect on such the applicable Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Treasury Rate, or Treasury Rate Constant Maturity, this Note will bear interest for each Interest Reset Period at the “interest rate calculated with reference to the Treasury Rate and the Spread or Spread Multiplier, if any, specified on the face hereof or in the pricing supplement attached hereto or delivered herewith. Unless "Constant Maturity" is specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, the "Treasury Rate” means, with respect to any " for each Interest Reset Period will be the rate for the auction held on the Treasury Rate Determination Date (as defined below), the rate ) for the auction held on such Treasury Rate Determination Date Interest Reset Period of direct obligations of the United States (“"Treasury bills”Securities") having that have the Index Maturity specified on the face hereofhereof or in the pricing supplement attached hereto or delivered herewith, as published in H.15(519) such rate appears on either Telerate Page 56 or Telerate Page 57 under the heading “U.S. Government Securities-"AVGE INVEST YIELD." The following procedures will be followed if the Treasury bills-auction average (investment)” or, if Rate cannot be determined as described above. If not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such the Treasury Rate Determination Date, the "Treasury Rate" for such Interest Reset Period will be the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on the Treasury Rate Determination Date as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the auction of Treasury bills Securities having the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on such the Treasury Rate Determination Date, then the "Treasury Rate Rate" for such Interest Reset Period shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, rates as of approximately 3:30 P.M., New York City time, on such the Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof; hereof or in the pricing supplement attached hereto or delivered herewith, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, then the rate of interest "Treasury Rate" for the applicable period such Interest Reset Period will be the rate of interest in effect on such same as the Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be for the day of the week in which the related immediately preceding Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each weekPeriod (or, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then if there was no such Interest Reset Date shall instead be Period, the first Business Day immediately following such auction date. The interest rate for each such Initial Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofRate).

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified set forth on the face hereof is the Treasury Rate, this Security will bear interest for each Interest Reset Period at the “interest rate calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the "Treasury Rate” " means, with respect to any Treasury Rate Interest Determination Date (as defined below)pertaining thereto, the rate for the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”") held on such Interest Determination Date having the Index Maturity specified set forth on the face hereof, as published in H.15(519) hereof under the heading “U.S. Government Securities-Treasury bills-auction average caption "INVESTMENT RATE" on the display on Telerate on page 56 (investment)” oror any other page as may replace such page on such service) or page 57 (or any other page as may replace such page on such service) by 3:00 P.M., New York City time, on the Calculation Date for such Interest Determination Date. However, if not so yet published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the auction average rate (expressed of such Treasury bills as a bond equivalent published in H.15 Daily Update, or such recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities Treasury Bills/Auction High." If the rate is not so published by 3:00 P.M., New York City time, on the basis Calculation Date and cannot be determined as described in the immediately preceding sentence, the Treasury Rate will be the Bond Equivalent Yield of a year the auction rate of 365 or 366 days, as applicable, and applied on a daily basis) such Treasury bills as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the most recent auction of Treasury bills having the Index Maturity specified set forth on the face hereof are not published or reported announced as provided described above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate the Interest Determination Date, Date then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period will be the rate of interest in effect Bond Equivalent Yield on such Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.of

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if the Base Interest Rate specified on the face hereof Basis is the Treasury Rate, the “Treasury Rate” means, interest rate payable with respect to any this Note shall equal the Treasury Rate Determination Date (determined as defined below)specified herein, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The Treasury Rate shall equal the rate for the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”Bills") having sold at the auction on the applicable Treasury Rate Interest Determination Date for the period of the Index Maturity specified as such rate appears on the face hereof, as published in H.15(519) Telerate page 56 or 57 under the heading “U.S. Government Securities-"MONEYLINE INVESTMENT RATE" or any replacement heading on that service (the day of the week in which such Interest Reset Date falls on which Treasury bills-bills would normally be auctioned, is a "Treasury Rate Interest Determination Date"). If an auction average (investment)” oris held on the Friday of the week preceding the applicable Interest Reset Date, if the Treasury Rate Interest Determination Date will be such preceding Friday. If the rate described above does not so published by appear on Telerate page 56 or 57 at 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the auction average rate (expressed as a bond equivalent on Treasury Rate shall be the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department Bond Equivalent Yield of the Treasury rate, for Treasury bills on such Treasury Rate Interest Determination Date having Date, for the Index Maturity specified on type of Treasury Bills described above, as published in H. 15(519) Daily Update, or another recognized electronic source used for displaying that rate, under the face hereofheading "U.S. Government Securities/Treasury Bills/Auction High". In the event that If the results of the auction of Treasury bills having Bills for the period of the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M.p.m., New York City time, on such Calculation Date, then the Treasury Rate shall be the Bond Equivalent Yield (as defined below) of the auction rate, for such Treasury Interest Determination Date and for Treasury Bills of the kind described above, as announced by the United States Department of the Treasury. If the auction rate described in the immediately preceding paragraph is not so announced by 3:00 p.m., New York City time, on such Calculation Date, or if no such auction is held for the relevant week, then the Treasury Rate shall be the Bond Equivalent Yield of the rate, for such Treasury Interest Rate Determination Date and for Treasury Bills having a remaining maturity closest to the period of the Index Maturity, as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/ Secondary Market". If the rate described in the immediately preceding paragraph does not appear in H.15(519) at 3:00 p.m., New York City time, on such Treasury Rate Determination Calculation Date, then the Treasury Rate shall be calculated by the rate, for such Interest Determination Date and for Treasury Bills having a remaining maturity closest to the period of the Index Maturity, as published in H.15(519) Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/Treasury Bills/Secondary Market". If the rate described in the immediately preceding paragraph does not appear in H.15(519) Daily Update or another recognized electronic source at 3:00 p.m., New York City time, on such Calculation Date, the Calculation Agent and shall calculate the Treasury Rate for such Treasury Rate Interest Determination Date. Such rate shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers dealers, as selected by the Calculation Agent after consultation with Financement-Québec (and which may be the Agents or their affiliates) for the issue of Treasury bills with a remaining maturity closest to the period of the Index Maturity specified on Maturity. If the face hereof; provided, however, that if the selected dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentencequoting, the rate of interest Treasury Rate for the applicable period will such Treasury Rate Interest Determination Date shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will "Bond Equivalent Yield" shall be the day of the week yield calculated in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on accordance with the following Tuesdayformula: D × N × 100 360 - (D × M) where "D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, except that such auction may be held on the preceding Friday. If"N" refers to 365 or 366, as the result case may be, and "M" refers to the actual number of a legal holidaydays in the Interest Payment Period for which interest is being calculated. Notwithstanding the foregoing, an auction is so held the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the preceding Friday, such Friday will be face hereof. The Calculation Agent shall calculate the Treasury Date Determination Date pertaining to interest rate hereon in accordance with the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall foregoing on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction dateor before each Calculation Date. The interest rate for each such Interest Reset Date shall on this Note will in no event be higher than the Treasury Rate plus or minus the Spread or multiplied maximum rate permitted by the Spread Multiplier, if anyNew York law, as indicated on the face hereofsame may be modified by United States law of general application.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified on the face hereof is the Treasury Rate, the “Base Rate that takes effect on any Interest Reset Date shall equal the rate for the auction on the corresponding Treasury Rate” means, with respect to any Treasury Rate Interest Determination Date (as defined in Section 3(n) below), the rate for the auction held on such Treasury Rate Determination Date ) of direct obligations of the United States (“"Treasury bills”Bills") having the Index Maturity specified on the face hereofMaturity, as published in H.15(519) that rate appears on Telerate Page 56 or 57 under the heading “U.S. Government Securities-"Investment Rate". If the Treasury bills-auction average Rate cannot be determined as described above, the following procedures will apply in determining the Treasury Rate: (investment)” or, if i) If the rate described above does not so published appear on either Telerate Page 56 or 57 by 3:00 P.M., New York City time, on the Calculation Date pertaining corresponding to such Treasury Rate Interest Determination Date, the auction average rate Treasury Rate will be the Bond Equivalent Yield (expressed as a bond equivalent on defined in Section 3(n) below) of the basis of a year of 365 or 366 daysrate, for such Treasury Interest Determination Date and for Treasury Bills having the Index Maturity, as applicablepublished in H.15 Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/Treasury Bills/Auction High". (ii) If the rate described in clause (i) above does not appear in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, the Treasury Rate will be the Bond Equivalent Yield of the auction rate, for such Treasury Interest Determination Date and applied on a daily basis) for Treasury Bills having the Index Maturity, as otherwise announced by the United States U.S. Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of Treasury. (iii) If the auction of Treasury bills having the Index Maturity specified on the face hereof are rate described in clause (ii) above is not published or reported as provided above so announced by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held for the relevant week, then the Treasury Rate will be the Bond Equivalent Yield of the rate, for such Treasury Interest Determination Date and for Treasury Bills having a remaining maturity closest to the Index Maturity, as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Secondary Market". (iv) If the rate described in clause (iii) above does not appear in H.15(519) by 3:00 P.M., New York City time, on such Treasury Rate Determination Calculation Date, then the Treasury Rate shall will be calculated by the Calculation Agent rate, for such Treasury Interest Determination Date and shall be for Treasury Bills having a yield remaining maturity closest to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 daysIndex Maturity, as applicablepublished in H.15 Daily Update, and applied or another recognized electronic source used for displaying that rate, under the heading "U.S. Government Securities/ Treasury Bills /Secondary Market". (v) If the rate described in clause (iv) above does not appear in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on a daily basis) such Calculation Date, the Treasury Rate will be the Bond Equivalent Yield of the arithmetic mean of the following secondary market bid rates, rates for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity: the rates bid as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of by three leading primary United States U.S. government securities dealers in New York City selected by the Calculation Agent. (vi) If fewer than three dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers selected are quoting as aforesaid by the Calculation Agent are not quoting bid rates as mentioned described in this sentenceclause (v) above, the rate of interest for the applicable period will Treasury Rate shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate). The “Treasury Base Rate Determination Date” determined in accordance with this Section 3(f) will be adjusted by the day addition or subtraction of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each weekSpread, unless that day is a legal holidayif any, in which case the auction is normally held on the following Tuesday, except that or by multiplying such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated specified on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If an Interest Rate Basis for this Note is the applicable Pricing Supplement if the Base Rate Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate, Rate shall be determined as of the “Treasury Rate” means, with respect to any Treasury Rate applicable Interest Determination Date (a “Treasury Rate Interest Determination Date”) as defined below), the rate for from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereofhereof (or, as published if this Note is in H.15(519global form, in the Pricing Supplement) under the heading caption “U.S. Government Securities-Treasury bills-auction average INVEST RATE” on Reuters on page USAUCTION10 (investmentor any other page as may replace such page on such service (“Reuters Page USAUCTION10”)” or, if ) or page USAUCTION11 (or any other page as may replace such page on such service (“Reuters Page USAUCTION11”)). If such rate does not so published appear one either Reuters Page USAUCTION10 or Reuters Page USAUCTION11 by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to Date, the Treasury Rate on such Treasury Rate Interest Determination Date, Date shall be Bond Equivalent Yield (as defined below) of the auction average rate (expressed of such Treasury Bills as a bond equivalent on announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for on such Calculation Date, or if no such Auction is held, then the Treasury bills Rate on such Treasury Rate Interest Determination Date having shall be the Index Maturity specified on the face hereof. In the event that the results Bond Equivalent Yield of the auction rate on such Treasury Rate Interest Determination Date of Treasury bills Bills having the Index Maturity specified on the face hereof are (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) opposite the caption “U.S. government securities/Treasury bills/secondary market” or, if not yet published or reported as provided above by 3:00 P.M.p.m., New York City time, on such the related Calculation Date, or if no such auction is held the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, opposite the caption “U.S. government securities/Treasury bills/secondary market.” 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 the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers (which may include the Distribution Agents or their affiliates) selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofhereof (or, if this Note is in global form, in the Pricing Supplement); provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Treasury Rate Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified indicated on the face hereof is the Treasury Rate, the “interest rate shall equal the rate for an Interest Determination Date on which United States Treasury Rate” meansBills are auctioned for that day which appears on either Moneyline Telerate Page 56 or Moneyline Telerate Page 57 opposite the Designated Maturity under the heading "INVEST RATE." If on the Calculation Date for an interest period United States Treasury bills of the Designated Maturity have been auctioned on an Interest Determination Date during the interest period but such rate for such Interest Determination Date does not appear on either Moneyline Telerate Page 56 or Moneyline Telerate Page 57, with the rate for that Interest Determination Date will be the Bond Equivalent Yield of the rate set forth in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate for that date in respect to any the designated maturity under the heading "U.S. Government securities/Treasury Rate bills/Auction high." If on the Calculation Date for an interest period United States Treasury bills of the Designated Maturity have been auctioned on an Interest Determination Date (as defined below)during the interest period but such rate for such Interest Determination Date does not appear on either Moneyline Telerate Page 56 or Moneyline Telerate Page 57 and such rate is not set forth in H.15 Daily Update in respect of the Designated Maturity under the caption "U.S. Government securities/Treasury bills/Auction high" or another recognized electronic source, the rate for the auction held on such Treasury Rate Interest Determination Date of direct obligations will be the Bond Equivalent Yield of the United States (“auction rate for those Treasury bills”) having the Index Maturity specified on the face hereof, bills as published in H.15(519) under the heading “U.S. Government Securities-Treasury bills-auction average (investment)” or, if not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of Treasury. If the Treasury for United States Treasury bills of the Designated Maturity are not auctioned during any period of seven consecutive calendar days ending on and including any Friday and an Interest Determination Date would have occurred if such Treasury Rate bills had been auctioned during that seven-day period, an Interest Determination Date having the Index Maturity specified will be deemed to have occurred on the face hereof. In day during that seven-day period on which such Treasury bills would have been auctioned in accordance with the event that the results usual practices of the auction United States Department of the Treasury, and the rate for that Interest Determination Date will be the Bond Equivalent Yield of the rate set forth in H.15(519) for that day opposite the Designated Maturity under the caption "U.S. Government securities/Treasury bills having the Index Maturity specified bills/Secondary market." If on the face hereof are Calculation Date for an interest period such rate for and Interest Determination Date in that interest period is not yet published or reported as provided above by 3:00 P.M.in H.15(519), New York City time, on such Calculation Datethe rate for that Interest Determination Date will be the rate set forth in H.15 Daily Update, or if no such auction is held other recognized electronic source used for the purpose of displaying such rate, for that day in respect of the Designated Maturity under the caption "U.S. Government securities/Treasury bills/Secondary market." If on such Treasury Rate Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent Date for an interest period such rate for and shall Interest Determination Date in that interest period is not yet published in H.15(519), H.15 Daily Update, or such other recognized electronic source, the rate for the Interest Determination Date will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, rates of the Reference Dealers as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent that day for the issue of United States Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofDesignated Maturity.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Treasury RateRate or Treasury Rate Constant Maturity, this Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Treasury Rate and the Spread or Spread Multiplier, if any, specified on the face hereof or in the pricing supplement attached hereto or delivered herewith. Unless "Constant Maturity" is specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, the “"Treasury Rate” means, with respect to any " for each Interest Reset Period will be the rate for the auction held on the Treasury Rate Determination Date (as defined below), the rate ) for the auction held on such Treasury Rate Determination Date Interest Reset Period of direct obligations of the United States (“"Treasury bills”Securities") having that have the Index Maturity specified on the face hereofhereof or in the pricing supplement attached hereto or delivered herewith, as published in H.15(519) such rate appears on either Telerate Page 56 or Telerate Page 57 under the heading “U.S. Government Securities-"AVGE INVEST YIELD." The following procedures will be followed if the Treasury bills-auction average (investment)” or, if Rate cannot be determined as described above. If not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such the Treasury Rate Determination Date, the "Treasury Rate" for such Interest Reset Period will be the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on the Treasury Rate Determination Date as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the auction of Treasury bills Securities having the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on such the Treasury Rate Determination Date, then the "Treasury Rate Rate" for such Interest Reset Period shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, rates as of approximately 3:30 P.M., New York City time, on such the Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof; hereof or in the pricing supplement attached hereto or delivered herewith, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, then the rate of interest "Treasury Rate" for the applicable period such Interest Reset Period will be the rate of interest in effect on such same as the Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be for the day of the week in which the related immediately preceding Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each weekPeriod (or, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then if there was no such Interest Reset Date shall instead be Period, the first Business Day immediately following such auction date. The interest rate for each such Initial Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofRate).

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if Interest Rate Basis is Treasury Rate, the Base interest rate payable with respect to this Note shall equal the Treasury Rate determined as specified on the face hereof is hereof, plus or minus the Treasury RateSpread, if any, or multiplied by the “Treasury Rate” meansSpread Multiplier, with respect to any if any. The Treasury Rate Determination Date (as defined below), for each interest reset date shall be the rate for from the auction held on such the Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, under the caption “INVEST RATE” on the display on Reuters (or any successor service) on page USAUCTION 10 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION 10”) or page USAUCTION 11 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION 11”) or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the auction rate of those Treasury Bills as announced by the U.S. Department of the Treasury. In the event that the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate shall be the Bond Equivalent Yield of the rate on that Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading caption “U.S. Government Securities-securities/Treasury bills-auction average (investment)/secondary market” or, if not so yet published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent on the basis that Treasury Rate Interest Determination Date of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having Bills as published in H.15 Daily Update, or such other recognized electronic source used for the Index Maturity specified on purpose of displaying such rate, under the face hereofcaption “U.S. Government securities/Treasury bills/secondary market”. In the event If that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are rate is not yet published in H.15(519), H.15 Daily Update or reported as provided above another recognized electronic source by 3:00 P.M., New York City time, on such the related Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such that Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent after consultation with Québec, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period will that Treasury Rate Interest Determination Date shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination DateBond Equivalent Yield” will shall be the day of the week yield calculated in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on accordance with the following Tuesdayformula: Bond Equivalent Yield = D × N × 100 where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, except that such auction may be held on the preceding Friday. If“N” refers to 365 or 366, as the result case may be, and “M” refers to the actual number of a legal holidaydays in the Interest Payment Period for which interest is being calculated. Notwithstanding the foregoing, an auction is so held the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the preceding Friday, such Friday will be face hereof. The Calculation Agent shall calculate the Treasury Date Determination Date pertaining to interest rate hereon in accordance with the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall foregoing on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction dateor before each Calculation Date. The interest rate for each such Interest Reset Date shall on this Global Note will in no event be higher than the Treasury Rate plus or minus the Spread or multiplied maximum rate permitted by the Spread Multiplier, if anyNew York law, as indicated on the face hereofsame may be modified by United States law of general application.

Determination of Treasury Rate. Unless otherwise specified in an Addendum attached hereto, if the Treasury Rate is designated as an Interest Rate Basis for this Note, the Treasury Rate on the applicable Pricing Supplement if the Base Rate specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, with respect to any Treasury Rate Interest Determination Date (as defined below), will be the rate for from the auction held on such Treasury Rate the applicable Interest Determination Date (“Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, as published in H.15(519) hereof which appears on either the Reuters Screen USAUCTION10 Page or any Successor Source or the Reuters Screen USAUCTION11 Page or any Successor Source opposite such Index Maturity under the heading “U.S. Government Securities-Treasury bills-auction average (investment)INVEST RATE.” or, if If such rate described in the preceding sentence is not so published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the auction average rate (expressed as a bond equivalent on of the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise applicable Treasury Bills announced by the United States Department of the Treasury. If the rate described in the preceding sentence is not announced by the United States Department of the Treasury, or if the Auction is not held, the Treasury Rate for Treasury bills the applicable Interest Determination Date will be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof. In of this Note set forth in H.15 Daily Update under the event that the results of the auction of caption “U.S. government securities—Treasury bills having (secondary market).” If the Index Maturity specified on rate described in the face hereof are preceding sentence is not so published or reported as provided above by 3:00 P.M.p.m., New York City time, on such the related Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall for the applicable Interest Determination Date will be the rate on the applicable Interest Determination Date of the applicable Treasury Bills as published in H.15 Daily Update under the caption “U.S. government securities—Treasury bills (secondary market).” If the rate described in the preceding sentence is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury Rate for the applicable Interest Determination Date will be the rate on such Interest Determination Date calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate the applicable Interest Determination Date, of three leading primary United States government securities dealers (which may include one or more of the Agents, the Calculation Agent or their respective affiliates), selected by the Calculation Agent (after consultation with the Company) for the issue of Treasury bills Bills with a remaining stated maturity closest to the Index Maturity specified on the face hereof; provided, however, that if of this Note. If the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned described in this the preceding sentence, the rate of interest Treasury Rate for the applicable period Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise If the Interest Rate Basis specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof above is the Treasury Rate, the interest rate with respect to this Note will be the Treasury Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Treasury Rate” means, with respect to any Treasury Rate Interest Determination Date (as defined below)Date, the rate for from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, above as published in H.15(519) under the heading caption “U.S. Government Securities-Treasury bills-auction average INVEST RATE” on Reuters page USAUCTION 10 or any other page as may replace that specified page on that service (investment)” “Reuters Page US AUCTION 10”) or Reuters page USAUCTION 11 or any page as may replace that specified page on that service (“Reuters Page USAUCTION 11”) or, if not so published displayed, as displayed on the Bloomberg service (or any successor service) on page AUCR 18 (or any other page as may replace that page on that service). If such rate does not appear by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Bond Equivalent Yield (as defined below) of the auction average rate (expressed as a bond equivalent on of such Treasury Bills announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction the Auction is held on such Treasury Rate Determination Datenot held, then the Treasury Rate shall on such Interest Determination Date will be the Bond Equivalent Yield of the rate on such Interest Determination Date of Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”, or if such rate is not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Interest Determination Date of such Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”. If such rate is not published in H.15(519), H.15 Daily Update, or other recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, the Treasury Rate on such Interest Determination Date will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofabove; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, with respect to any The Treasury Rate Determination for each Interest Reset Date (as defined below), will be the rate for from the auction held on such the Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, under the caption “INVEST RATE” on the display on Reuters (or any successor service) on page USAUCTION10 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION10”) or page USAUCTION11 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION11”) or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the auction rate of those Treasury Bills as announced by the U.S. Department of the Treasury. In the event that the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate will be the Bond Equivalent Yield of the rate on that Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading caption “U.S. Government Securities-securities/Treasury bills-auction average bills (investmentsecondary market)” or, if not so yet published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed on that Treasury Rate Interest Determination Date of such Treasury Bills as a bond equivalent on published in H.15 Daily Update, or such other recognized electronic source used for the basis purpose of a year of 365 or 366 daysdisplaying such rate, as applicable, and applied on a daily basis) as otherwise announced by under the United States Department of the Treasury for caption “U.S. Government securities/Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof(secondary market)”. In the event If that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are rate is not yet published in H.15(519), H.15 Daily Update or reported as provided above another recognized electronic source by 3:00 P.M., New York City time, on such the related Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such that Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent after consultation with Québec, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “determined as of that Treasury Rate Interest Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Rate in effect on that Treasury Rate Interest Determination Date pertaining Date. “Bond Equivalent Yield” will be a yield (expressed as a percentage) calculated according to the Interest Reset Date occurring following formula: Bond Equivalent Yield = D × N × 100 where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the next succeeding weekInterest Payment Period for which interest is being calculated. If an auction date Notwithstanding the foregoing, the interest rate hereon shall fall on any not be greater than the Maximum Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such if any, or less than the Minimum Interest Reset Date Rate, if any, specified on the face hereof. The Calculation Agent shall instead be calculate the first Business Day immediately following such auction dateinterest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate for each such Interest Reset Date shall on this Note will in no event be higher than the Treasury Rate plus or minus the Spread or multiplied maximum rate permitted by the Spread Multiplier, if anyNew York law, as indicated on the face hereofsame may be modified by United States law of general application.

Determination of Treasury Rate. Unless otherwise If the Interest Rate Basis specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof above is the Treasury Rate, the interest rate with respect to this Note will be the Treasury Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “Treasury Rate” means, with respect to any Treasury Rate Interest Determination Date (as defined below)Date, the rate for from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, above as published in H.15(519) under the heading caption “U.S. Government Securities-Treasury bills-auction average INVEST RATE” on Reuters page USAUCTION 10 or any other page as may replace that specified page on that service (investment)” “Reuters Page US AUCTION 10”) or Reuters page USAUCTION 11 or any page as may replace that specified page on that service (“Reuters Page USAUCTION 11”) or, if not so published displayed, as displayed on the Bloomberg service (or any successor service) on page AUCR 27 (or any other page as may replace that page on that service). If such rate does not appear by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Bond Equivalent Yield (as defined below) of the auction average rate (expressed as a bond equivalent on of such Treasury Bills announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction the Auction is held on such Treasury Rate Determination Datenot held, then the Treasury Rate shall on such Interest Determination Date will be the Bond Equivalent Yield of the rate on such Interest Determination Date of Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”, or if such rate is not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Interest Determination Date of such Treasury Bills having a remaining maturity closest to the Index Maturity specified above as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market”. If such rate is not published in H.15(519), H.15 Daily Update, or other recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, the Treasury Rate on such Interest Determination Date will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers dealers, which may include an agent for the sale of the Notes or its affiliates, selected by the Calculation Agent after consultation with the Company, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofabove; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in If an Interest Rate Basis for this Note is the applicable Pricing Supplement if the Base Rate ------------------------------ Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate, Rate shall be determined as of the “Treasury Rate” means, with respect to any Treasury Rate applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as defined below), the rate for from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States (“"Treasury bills”Bills") having the Index Maturity specified on the face hereof, as published in H.15(519) hereof under the heading “U.S. Government Securities-Treasury bills-auction average caption "INVESTMENT RATE" on the display on Telerate, Inc. (investment)” or any successor service) on page 56 (or any other page as may replace such page on such service) ("Telerate Page 56") or page 57 (or any other page as may replace such page on such service) ("Telerate Page 57") or, if not so published by 3:00 P.M.p.m., New York City time, on the related Calculation Date pertaining to Date, the Bond Equivalent Yield (as defined hereinafter) of the rate for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Auction High." If such rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate Interest Determination Date, Date shall be Bond Equivalent Yield of the auction average rate (expressed of such Treasury Bills as a bond equivalent on announced by the basis United States Department of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction Auction is held held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not yet published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." 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 the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofMaturity; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period such Treasury Rate Interest Determination Date will be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base If an Interest Rate specified on the face hereof Basis for this Subordinated Note is the Treasury Rate, as specified on the “Treasury Rate” meansface hereof, with respect to any the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as defined below), the rate for applicable to the most recent auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”Bills") having the Index Maturity specified on the face hereof, as such rate is published in H.15(519) under the heading “U.S. Government Securities-"Treasury bills-Bills -- auction average (investment)” " or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the auction of Treasury bills Bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate Determination Datein a particular week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if any of the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period will such Treasury Rate Interest Determination Date shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Any provision contained herein, including the determination of an Interest Rate Determination Date” will be Basis, the day specification of an Interest Rate Basis, calculation of the week interest rate applicable to this Subordinated Note, its Interest Payment Dates or any other matter relating hereto may be modified as specified in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held an Addendum relating hereto if so specified on the following Tuesdayface hereof. Notwithstanding the foregoing, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such hereon shall not be greater than the Maximum Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread MultiplierRate, if any, as indicated or less than the Minimum Interest Rate, if any, specified on the face hereof. In addition to any Maximum Interest Rate applicable hereto pursuant to the above provisions, the interest rate on this Subordinated Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. Unless otherwise specified on the face hereof, Chemical Bank will be the Calculation Agent. At the request of the Holder hereof, the Calculation Agent shall provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which shall become effective as of the next Interest Reset Date. If this Subordinated Note is an Original Issue Discount Note and if an Event of Default with respect to this Subordinated Note shall have occurred and be continuing, the Default Amount (as defined hereafter) of this Subordinated Note may be declared due and payable in the manner and with the effect provided herein. The "Default Amount" shall be equal to the adjusted issue price as of the first day of the accrual period as determined under Final Treasury Regulation Section 1.1275-1(b) (or successor regulation) under the United States Internal Revenue Code of 1986, as amended, in which the date of acceleration occurs increased by the daily portion of the original issue discount for each day in such accrual period ending on the date of acceleration, as determined under Final Treasury Regulation Section 1.1272-1(b) (or successor regulation) under the United States Internal Revenue Code of 1986, as amended. Upon payment of (i) the principal, or premium, if any, so declared due and payable and (ii) interest on any overdue principal and overdue interest or premium, if any (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Bank's obligations in respect of the payment of principal of, premium, if any, and interest on, this Subordinated Note shall terminate. In case any Subordinated Note shall at any time become mutilated, destroyed, lost or stolen, and such Subordinated Note or evidence of the loss, theft or destruction thereof satisfactory to the Bank and the Issuing and Paying Agent and such other documents or proof as may be required by the Bank and the Issuing and Paying Agent shall be delivered to the Issuing and Paying Agent, the Bank shall issue a new Subordinated Note, of like tenor and principal amount, having a serial number not contemporaneously outstanding, in exchange and substitution for the mutilated Subordinated Note or in lieu of the Subordinated Note destroyed, lost or stolen but, in the case of any destroyed, lost or stolen Subordinated Note, only upon receipt of evidence satisfactory to the Bank and the Issuing and Paying Agent that such Subordinated Note was destroyed, stolen or lost, and, if required, upon receipt of indemnity satisfactory to the Bank and the Issuing and Paying Agent. Upon the issuance of any substituted Subordinated Note, the Bank and the Issuing and Paying Agent may require the payment of a sum sufficient to cover all expenses and reasonable charges connected with the preparation and delivery of a new Subordinated Note. If any Subordinated Note which has matured or has been redeemed or repaid or is about to mature or to be redeemed or repaid shall become mutilated, destroyed, lost or stolen, the Bank may, instead of issuing a substitute Subordinated Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Subordinated Note) upon compliance by the holder with the provisions of this paragraph. No recourse shall be had for the payment of principal of, premium, if any, or interest on, this Subordinated Note for any claim based hereon, or otherwise in respect hereof, against any shareholder, employee, agent, officer or director, as such, past, present or future, of the Bank or of any successor corporation, banking association or other legal entity (collectively, "corporation"), either directly or through the Bank or any corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if the Base Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is the Treasury Rate, the “Treasury Rate” means, Rate with respect to any Treasury Rate this Note shall be determined on each Interest Determination Date (as defined below), and shall be the rate for from the auction held on such Treasury Rate Interest Determination Date (“Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, as published hereof (or in H.15(519the pricing supplement attached hereto or delivered herewith) under the heading caption “U.S. Government Securities-Treasury bills-auction average INVESTMENT RATE” on the display on Reuters (investment)” or any successor service) on page USAUCTION10 (or any other page as may replace such page on such service) or page USAUCTION11 (or any other page as may replace such page on such service) or, if not so published by 3:00 P.M.p.m., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the auction average Bond Equivalent Yield (as defined below) of the rate (expressed for such Treasury Bills as a bond equivalent published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High” or, if not so published by 3:00 p.m., New York City time, on the basis related Calculation Date, the Bond Equivalent Yield of a year the Auction rate of 365 or 366 days, such Treasury Bills as applicable, and applied on a daily basis) as otherwise announced by the United States U.S. Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the auction Auction rate of Treasury bills Bills having the Index Maturity specified on the face hereof are (or in the pricing supplement attached hereto or delivered herewith) is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate will be the Bond Equivalent Yield of the rate on such Interest Determination Date of Treasury Bills having the index maturity designated in the applicable pricing supplement as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market” or, if not published or reported as provided above by 3:00 P.M.p.m., New York City time, on the related Calculation Date, the rate of such Interest Determination Date on such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the event such rate is not 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, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall will calculate the Treasury Rate, which will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include Credit Suisse Securities (USA) LLC) selected by the Calculation Agent (after consultation with the Company) for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofhereof (or in the pricing supplement attached hereto or delivered herewith); provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest Treasury Rate with respect to the Interest Determination Date will be the same as the Treasury Rate for the applicable period will be immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest in effect on such Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date payable hereon shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofInitial Interest Rate).

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base If an Interest Rate specified on the face hereof Basis for this Senior ------------------------------ Note is the Treasury Rate, as specified on the “Treasury Rate” meansface hereof, with respect to any the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as defined below), the rate for applicable to the most recent auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”Bills") having the Index Maturity specified on the face hereof, as such rate is published in H.15(519) under the heading “U.S. Government Securities-"Treasury bills-Bills -- auction average (investment)” " or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofTreasury. In the event that the results of the auction of Treasury bills Bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate Determination Datein a particular week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if any of the dealers selected as aforesaid by the -------- ------- Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate Treasury Rate determined as of interest for the applicable period will such Treasury Rate Interest Determination Date shall be the rate of interest Treasury Rate in effect on such Treasury Rate Interest Determination Date. The “Treasury Any provision contained herein, including the determination of an Interest Rate Determination Date” will be Basis, the day specification of an Interest Rate Basis, calculation of the week interest rate applicable to this Senior Note, its Interest Payment Dates or any other matter relating hereto may be modified as specified in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held an Addendum relating hereto if so specified on the following Tuesdayface hereof. Notwithstanding the foregoing, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such hereon shall not be greater than the Maximum Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread MultiplierRate, if any, as indicated or less than the Minimum Interest Rate, if any, specified on the face hereof. In addition to any Maximum Interest Rate applicable hereto pursuant to the above provisions, the interest rate on this Senior Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. Unless otherwise specified on the face hereof, The First National Bank of Chicago will be the Calculation Agent. At the request of the Holder hereof, the Calculation Agent shall provide to the Holder hereof the interest rate hereon then in effect and, if determined, the interest rate which shall become effective as of the next Interest Reset Date. If this Senior Note is an Original Issue Discount Note and if an Event of Default with respect to this Senior Note shall have occurred and be continuing, the Default Amount (as defined hereafter) of this Senior Note may be declared due and payable in the manner and with the effect provided herein. The "Default Amount" shall be equal to the adjusted issue price as of the first day of the accrual period as determined under Final Treasury Regulation Section 1.1275-1(b) (or successor regulation) under the United States Internal Revenue Code of 1986, as amended, in which the date of acceleration occurs increased by the daily portion of the original issue discount for each day in such accrual period ending on the date of acceleration, as determined under Final Treasury Regulation Section 1.1272-1(b) (or successor regulation) under the United States Internal Revenue Code of 1986, as amended. Upon payment of (i) the principal, or premium, if any, so declared due and payable and (ii) interest on any overdue principal and overdue interest or premium, if any (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Bank's obligations in respect of the payment of principal of, premium, if any, and interest on, this Senior Note shall terminate. In case any Senior Note shall at any time become mutilated, destroyed, lost or stolen, and such Senior Note or evidence of the loss, theft or destruction thereof satisfactory to the Bank and the Issuing and Paying Agent and such other documents or proof as may be required by the Bank and the Issuing and Paying Agent shall be delivered to the Issuing and Paying Agent, the Bank shall issue a new Senior Note, of like tenor and principal amount, having a serial number not contemporaneously outstanding, in exchange and substitution for the mutilated Senior Note or in lieu of the Senior Note destroyed, lost or stolen but, in the case of any destroyed, lost or stolen Senior Note, only upon receipt of evidence satisfactory to the Bank and the Issuing and Paying Agent that such Senior Note was destroyed, stolen or lost, and, if required, upon receipt of indemnity satisfactory to the Bank and the Issuing and Paying Agent. Upon the issuance of any substituted Senior Note, the Bank and the Issuing and Paying Agent may require the payment of a sum sufficient to cover all expenses and reasonable charges connected with the preparation and delivery of a new Senior Note. If any Senior Note which has matured or has been redeemed or repaid or is about to mature or to be redeemed or repaid shall become mutilated, destroyed, lost or stolen, the Bank may, instead of issuing a substitute Senior Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Senior Note) upon compliance by the holder with the provisions of this paragraph. No recourse shall be had for the payment of principal of, premium, if any, or interest on, this Senior Note for any claim based hereon, or otherwise in respect hereof, against any shareholder, employee, agent, officer or director, as such, past, present or future, of the Bank or of any successor corporation, banking association or other legal entity (collectively, "corporation"), either directly or through the Bank or any corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. The occurrence of any of the following events shall constitute an "Event of Default" with respect to this Senior Note: (i) default in the payment of any interest with respect to any of the Senior Notes issued by the Bank when due, which continues for 30 calendar days; (ii) default in the payment of any principal of, or premium, if any, on, any of the Senior Notes issued by the Bank when due; (iii) the entry by a court having jurisdiction in the premises of (a) a decree or order for relief in respect of the Bank in an involuntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganization or other similar law or (b) a decree or order appointing a conservator, receiver, liquidator, assignee, trustee, sequestrator or any other similar official of the Bank, or of substantially all of the property of the Bank, or ordering the winding up or liquidation of the affairs of the Bank, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) the commencement by the Bank of a voluntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by the Bank to the entry of a decree or order for relief in an involuntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding, or the filing by the Bank of a petition or answer or consent seeking reorganization or relief under any applicable United States federal or state bankruptcy, insolvency, reorganization or similar law, or the consent by the Bank to the filing of such petition or to the appointment of or taking possession by a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Bank or of substantially all of the property of the Bank, or the making by the Bank of an assignment for the benefit of creditors, or the taking of corporate action by the Bank in furtherance of any such action. If an Event of Default shall occur and be continuing, the holder of this Senior Note may declare the principal amount of, accrued interest and premium, if any, on, this Senior Note due and payable immediately by written notice to the Bank. Upon such declaration and notice, such principal amount, accrued interest and premium, if any, shall become immediately due and payable. Any Event of Default with respect to this Senior Note may be waived by the holder hereof. The Issuing and Paying Agency Agreement provides that the Bank will promptly notify, and provide copies of any such notice to, the Issuing and Paying Agent, and the Issuing and Paying Agent will promptly mail by first-class mail, postage prepaid, copies of such notice to the holders of the Senior Notes, upon the occurrence of an Event of Default or of the curing or waiver of an Event of Default. Nothing contained herein shall prevent any consolidation or merger of the Bank with any other corporation or successive consolidations or mergers in which the Bank or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Bank as an entirety or substantially as an entirety to any other corporation authorized to acquire and operate the same; provided, however (and the Bank hereby -------- ------- covenants and agrees) that any such consolidation, merger, sale or conveyance shall be upon the condition that: (i) immediately after such consolidation, merger, sale or conveyance the corporation (whether the Bank or such other corporation) formed by or surviving any such consolidation or merger, or the corporation to which such sale or conveyance shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Senior Note to be observed or performed by the Bank; and (ii) the corporation (if other than the Bank) formed by or surviving any such consolidation or merger, or the corporation to which such sale or conveyance shall have been made, shall be organized under the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest on, this Senior Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, and upon the assumption by the successor corporation of the due and punctual performance of all of the covenants in this Senior Note to be performed or observed by the Bank, such successor corporation shall succeed to and be substituted for the Bank with the same effect as if it had been named in this Senior Note as the Bank and thereafter the predecessor corporation shall be relieved of all obligations and covenants in this Senior Note and may be liquidated and dissolved. Any action by the holder of this Senior Note shall bind all future holders of this Senior Note, and of any Senior Note issued in exchange or substitution hereof or in place hereof, in respect of anything done or permitted by the Bank or by the Issuing and Paying Agent in pursuance of such action. The Issuing and Paying Agent shall maintain at its offices a register (the register maintained in such office or any other office or agency of the Issuing and Paying Agent herein referred to as the "Senior Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuing and Paying Agent shall provide for the registration of the Senior Notes and of transfers of the Senior Notes. The transfer of this Senior Note is registrable in the Senior Note Register, upon surrender of this Senior Note for registration of transfer at the office or agency of the Issuing and Paying Agent in the Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Issuing and Paying Agent duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No provision of this Senior Note shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay principal of, premium, if any, and interest on, this Senior Note in U.S. dollars at the times, places and rate herein prescribed in accordance with its terms. No service charge shall be made to a holder of this Senior Note for any transfer or exchange of this Senior Note, but the Bank may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Beneficial interests represented by this Senior Note are exchangeable for definitive Senior Notes in registered form, of like tenor and of an equal aggregate principal amount, only if (x) The Depository Trust Company, as Depositary (the "Depositary") notifies the Bank that it is unwilling or unable to continue as Depositary for this Senior Note or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Bank within 60 days, or (y) the Bank in its sole discretion determines not to have such beneficial interests represented by this Senior Note. Any Senior Note representing such beneficial interests that is exchangeable pursuant to the preceding sentence shall be exchangeable in whole for definitive Senior Notes in registered form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. Such definitive Senior Notes shall be registered in the name or names of such person or persons as the Depositary shall instruct the Issuing and Paying Agent. Prior to due presentment of this Senior Note for registration of transfer, the Bank, the Issuing and Paying Agent or any agent of the Bank or the Issuing and Paying Agent may treat the holder in whose name this Senior Note is registered as the owner hereof for all purposes, whether or not this Senior Note be overdue, and neither the Bank, the Issuing and Paying Agent nor any such agent shall be affected by notice to the contrary except as required by applicable law. All notices to the Bank under this Senior Note shall be in writing and addressed to Providian National Bank, c/o Providian Financial Corporation, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Treasurer, or to such other address of the Bank as the Bank may notify the holders of the Senior Notes. This Senior Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles and all applicable federal laws and regulations.

Determination of Treasury Rate. Unless otherwise specified in If the applicable Pricing Supplement if the Base Reference Rate specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, with respect to any Treasury Rate Determination Date (as defined below), shall equal the rate for the auction held on such Treasury Rate Determination Date of direct obligations of the United States (“"Treasury bills”Bills") having sold at the auction on the applicable Interest Determination Date specified on the face hereof for the period of the Index Maturity specified on the face hereof, hereof as published in H.15(519) such rate appears on Telerate Page 56 or 57 under the heading “U.S. Government Securities-Treasury bills-auction average (investment)” or, if "INVESTMENT RATE" or any replacement heading on that service. If the rate described above does not so published by appear on Telerate Page 56 or 57 at 3:00 P.M., New York City time, on the Calculation Date specified on the face hereof pertaining to such Treasury Rate Interest Determination Date, the auction average Treasury Rate shall be the Bond Equivalent Yield (as defined below) of the rate (expressed as a bond equivalent on for such Interest Determination Date for the basis type of a year of 365 or 366 daysTreasury Bills described above, as applicablepublished in H. 15 Daily Update, and applied on a daily basis) as otherwise announced by or another recognized electronic source used for displaying that rate, under the United States Department of the heading "U.S. government securities/Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereofbills/Auction high". In the event that If the results of the auction of Treasury bills having Bills for the period of the specified Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, then the Treasury Rate shall be the Bond Equivalent Yield of the auction rate for such Interest Determination Date for Treasury Bills of the kind described above, as announced by the United States Department of the Treasury. If the auction rate described in the preceding paragraph is not so announced by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held for the relevant week, then the Treasury Rate shall be the Bond Equivalent Yield of the rate for such Interest Rate Determination Date for Treasury Bills having a remaining period to maturity closest to the period of the specified Index Maturity, as published in H.15(519) under the heading "U.S. government securities/Treasury bills/secondary market". If the rate described in the preceding paragraph does not appear in H.15(519) at 3:00 P.M., New York City time, on such Treasury Rate Determination Calculation Date, then the Treasury Rate shall be the rate for such Interest Determination Date for Treasury Bills having a remaining period to maturity closest to the specified Index Maturity, as published in H.15 Daily Update, or another recognized electronic source used for displaying that rate, under the heading "U.S. government securities/Treasury bills/secondary market". If the rate described in the preceding paragraph does not appear in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, the Treasury Rate for such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers (which may be the Agents or their affiliates), as selected by the Calculation Agent after consultation with Hydro-Québec, for the issue of Treasury bills Bills with a remaining period to maturity closest to the Index Maturity specified on the face hereof; provided, however, that if . If the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentencequoting, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus in effect on such Interest Determination Date. "Bond Equivalent Yield" shall be a yield calculated in accordance with the following formula: Bond Equivalent Yield = D × N × 100 360 - (D × M) where "D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, "N" refers to 365 or minus 366, as the Spread or multiplied by case may be, and "M" refers to the Spread Multiplieractual number of days in the Interest Reset Period for which interest is being calculated. Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, as indicated or less than the Minimum Interest Rate, if any, specified on the face hereof. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Treasury RateRate or Treasury Rate Constant Maturity, this Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Treasury Rate and the Spread or Spread Multiplier, if any, specified on the face hereof or in the pricing supplement attached hereto or delivered herewith. Unless "Constant Maturity" is specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, the “"Treasury Rate” means, with respect to any " for each Interest Reset Period will be the rate for the auction held on the Treasury Rate Determination Date (as defined below), the rate ) for the auction held on such Treasury Rate Determination Date Interest Reset Period of direct obligations of the United States (“"Treasury bills”Securities") having that have the Index Maturity specified on the face hereofhereof or in the pricing supplement attached hereto or delivered herewith, as published in H.15(519such rate appears on either Moneyline Telerate (or any successor service) on Page 56 (or any other page as may replace the page on that service) or on Page 57 (or any other page as may replace the page on that service) under the heading “U.S. Government Securities-"INVESTMENT RATE." The following procedures will be followed if the Treasury bills-auction average (investment)” or, if Rate cannot be determined as described above. If not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such the Treasury Rate Determination Date, the auction average rate "Treasury Rate" for such Interest Reset Period will be the Bond Equivalent Yield (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basisdefined below) as otherwise announced by the United States Department of the rate for the applicable treasury securities as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the heading "U.S. Government Securities/Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. Bills/Auction High." In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are this rate is not so published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, then the "Treasury Rate" for such Interest Reset Period will be the Bond Equivalent Yield of the auction rate of the applicable treasury securities as announced by the United States Department of the Treasury. If this rate is not announced by the United States Department of the Treasury, or if no such the auction is held on such Treasury Rate Determination Datenot held, then the Treasury Rate shall will be the Bond Equivalent Yield of the rate on the Treasury Rate Determination Date of the applicable Treasury Securities as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Secondary Market." If by 3:00 P.M., New York City time, on such Calculation Date that rate is not so published in H.15(519), then the Treasury Rate for such Interest Reset Period will be the rate on the Treasury Rate Determination Date of the applicable Treasury Securities as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the heading "U.S. Government Securities/Treasury Bills/Secondary Market.'" If by 3:00 P.M., New York City time, on such Calculation Date this rate is not so published in H.15 Daily Update, then the Treasury Rate for such Interest Reset Period will be the rate on the Treasury Rate Determination Date calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such the Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent calculation agent, for the issue of Treasury bills Securities with a remaining maturity closest to the Index Maturity index maturity specified on in the face hereof; applicable pricing supplement, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, then the rate of interest "Treasury Rate" for the applicable period such Interest Reset Period will be the rate of interest in effect on such same as the Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be for the day of the week in which the related immediately preceding Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each weekPeriod (or, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then if there was no such Interest Reset Date shall instead be Period, the first Business Day immediately following such auction date. The interest rate for each such Initial Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofRate).

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, with respect to any The Treasury Rate Determination for each Interest Reset Date (as defined below), will be the rate for from the auction held on such the Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury billsBills”) having the Index Maturity specified on the face hereof, under the caption “INVEST RATE” on the display on Reuters (or any successor service) on page USAUCTION10 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION10”) or page USAUCTION11 (or any other page as may replace such page on such service) (“Reuters Page USAUCTION11”) or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined below) of the auction rate of those Treasury Bills as announced by the U.S. Department of the Treasury. In the event that the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the U.S. Department of the Treasury, or if no such Auction is held, then the Treasury Rate will be the Bond Equivalent Yield of the rate on that Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading caption “U.S. Government Securities-securities/Treasury bills-auction average bills (investmentsecondary market)” or, if not so yet published by 3:00 P.M., New York City time, on the related Calculation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed on that Treasury Rate Interest Determination Date of such Treasury Bills as a bond equivalent on published in H.15 Daily Update, or such other recognized electronic source used for the basis purpose of a year of 365 or 366 daysdisplaying such rate, as applicable, and applied on a daily basis) as otherwise announced by under the United States Department of the Treasury for caption “U.S. Government securities/Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof(secondary market)”. In the event If that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are rate is not yet published in H.15(519), H.15 Daily Update or reported as provided above another recognized electronic source by 3:00 P.M., New York City time, on such the related Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate shall will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such that Treasury Rate Interest Determination Date, of three leading primary United States U.S. government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent after consultation with Québec, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period will be the rate of interest in effect on such Treasury Rate Determination Date. The “determined as of that Treasury Rate Interest Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Rate in effect on that Treasury Rate Interest Determination Date pertaining Date. “Bond Equivalent Yield” will be a yield (expressed as a percentage) calculated according to the Interest Reset Date occurring following formula: Bond Equivalent Yield = D × N × 100 360 – (D × M) where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the next succeeding weekInterest Payment Period for which interest is being calculated. If an auction date Notwithstanding the foregoing, the interest rate hereon shall fall on any not be greater than the Maximum Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such if any, or less than the Minimum Interest Reset Date Rate, if any, specified on the face hereof. The Calculation Agent shall instead be calculate the first Business Day immediately following such auction dateinterest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate for each such Interest Reset Date shall on this Note will in no event be higher than the Treasury Rate plus or minus the Spread or multiplied maximum rate permitted by the Spread Multiplier, if anyNew York law, as indicated on the face hereofsame may be modified by United States law of general application.

Determination of Treasury Rate. Unless otherwise If the Interest Rate Basis, as specified in the applicable Pricing Supplement if the Base Rate specified on the face hereof above, is, or is calculated by reference to the Treasury Rate, unless otherwise specified above, the “Treasury Rate” meansfor each Interest Reset Date will be the rate from the auction held on the applicable Interest Determination Date (the “Auction”) of direct obligations of the United States (“Treasury Bills”) having the Index Maturity, with respect as specified above, as published under the caption “Investment Rate” on the display on Moneyline Telerate or any successor service on page 56 or any other page as may replace page 56 on that service or page 57 or any other page as may replace page 57 on that service, or, if the rate is not so published by 3:00 p.m., New York City time, on the applicable Calculation Date pertaining to any such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield of the rate for the auction held on such applicable Treasury Rate Determination Date of direct obligations of the United States (“Treasury bills”) having the Index Maturity specified on the face hereof, Bills as published in H.15(519) H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading caption “U.S. Government Securities-/Treasury bills-auction average (investment)Bills/Auction High,” or, if the rate is not so published by 3:00 P.M.p.m., New York City time, on the applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction average rate (expressed as a bond equivalent on of the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise applicable Treasury Bills announced by the United States Department of the Treasury for Treasury bills Treasury, or, if the rate is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on such the applicable Treasury Rate Determination Date of Treasury Bills having the Index Maturity specified above, published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market,” or, if the rate is not so published by 3:00 p.m., New York City time, on the face hereof. applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on the applicable Treasury Rate Determination Date of the applicable Treasury Bills as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In the event that the results of the auction of Treasury bills Bills having the applicable Index Maturity specified on the face hereof above are not published or reported reported, as provided above above, by 3:00 P.M.p.m., New York City time, on such the applicable Calculation Date, Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable Treasury Rate Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M.p.m., New York City time, on such the applicable Treasury Rate Determination Date, of three leading primary United States government securities dealers dealers, which may include the agent or its affiliates, selected by the Calculation Agent Agent, for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified on the face hereofabove; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the rate of interest for the applicable period Treasury Rate will be the rate of interest Treasury Rate in effect on such the applicable Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be the day of the week in which the related Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The interest rate for each such Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereof.

Determination of Treasury Rate. Unless otherwise specified in the applicable Pricing Supplement if If the Base Rate specified on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Treasury RateRate or Treasury Rate Constant Maturity, this Note will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Treasury Rate and the Spread or Spread Multiplier, if any, specified on the face hereof or in the pricing supplement attached hereto or delivered herewith. Unless "Constant Maturity" is specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, the “"Treasury Rate” means, with respect to any " for each Interest Reset Period will be the rate for the auction held on the Treasury Rate Determination Date (as defined below), the rate ) for the auction held on such Treasury Rate Determination Date Interest Reset Period of direct obligations of the United States (“"Treasury bills”Securities") having that have the Index Maturity specified on the face hereofhereof or in the pricing supplement attached hereto or delivered herewith, as published in H.15(519such rate appears on either Moneyline Telerate (or any successor service) on Page 56 (or any other page as may replace the page on that service) or on Page 57 (or any other page as may replace the page on that service) under the heading “U.S. Government Securities-"INVESTMENT RATE." The following procedures will be followed if the Treasury bills-auction average (investment)” or, if Rate cannot be determined as described above. If not so published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such the Treasury Rate Determination Date, the auction average rate "Treasury Rate" for such Interest Reset Period will be the Bond Equivalent Yield (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basisdefined below) as otherwise announced by the United States Department of the rate for the applicable treasury securities as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the heading "U.S. Government Securities/Treasury for Treasury bills on such Treasury Rate Determination Date having the Index Maturity specified on the face hereof. Bills/Auction High." In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are this rate is not so published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date, then the "Treasury Rate" for such Interest Reset Period will be the Bond Equivalent Yield of the auction rate of the applicable treasury securities as announced by the United States Department of the Treasury. If this rate is not announced by the United States Department of the Treasury, or if no such the auction is held on such Treasury Rate Determination Datenot held, then the Treasury Rate shall will be the Bond Equivalent Yield of the rate on the Treasury Rate Determination Date of the applicable Treasury Securities as published in H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Secondary Market." If by 3:00 P.M., New York City time, on such Calculation Date that rate is not so published in H.15(519), then the Treasury Rate for such Interest Reset Period will be the rate on the Treasury Rate Determination Date of the applicable Treasury Securities as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the heading "U.S. Government Securities/Treasury Bills/Secondary Market." If by 3:00 P.M., New York City time, on such Calculation Date this rate is not so published in H.15 Daily Update, then the Treasury Rate for such Interest Reset Period will be the rate on the Treasury Rate Determination Date calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such the Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent calculation agent, for the issue of Treasury bills Securities with a remaining maturity closest to the Index Maturity index maturity specified on in the face hereof; applicable pricing supplement, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, then the rate of interest "Treasury Rate" for the applicable period such Interest Reset Period will be the rate of interest in effect on such same as the Treasury Rate Determination Date. The “Treasury Rate Determination Date” will be for the day of the week in which the related immediately preceding Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each weekPeriod (or, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Date Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Note whose Base Rate is the Treasury Rate, then if there was no such Interest Reset Date shall instead be Period, the first Business Day immediately following such auction date. The interest rate for each such Initial Interest Reset Date shall be the Treasury Rate plus or minus the Spread or multiplied by the Spread Multiplier, if any, as indicated on the face hereofRate).