Common use of Determination of Treasury Rate Clause in Contracts

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified on the face hereof under the caption "INVESTMENT RATE" on the display on Telerate, Inc. (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., New York City time, on the related Calculation 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 the 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, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest Unless otherwise specified in the applicable Pricing Supplement if the Base Rate Basis for this Note specified on the face hereof is the Treasury Rate, the “Treasury Rate” means, with respect to any Treasury Rate Determination Date (as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplementdefined below), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from for 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 hereof, as published in H.15(519) under the caption "INVESTMENT RATE" on the display on Telerate, Inc. heading “U.S. Government Securities-Treasury bills-auction average (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") investment)” 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 auction average rate (expressed 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, a bond equivalent on the related Calculation Datebasis of a year of 365 or 366 days, the Treasury Rate as applicable, and applied on such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills a daily basis) as announced by the United States Department of the Treasury. In the event that such auction rate is not so 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 auction is held, then the Treasury Rate held 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 Bond Equivalent Yield 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.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 MaturityMaturity 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 Treasury Rate determined as rate of such Treasury Rate Interest Determination Date interest for the applicable period will be the Treasury Rate rate of interest 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. If an the Interest Rate Basis for this Note specified on the face hereof is the Treasury Rate, as then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Treasury Rate on the Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a hereof. "Treasury Rate Rate" means, with respect to each such Interest Determination Date") as , the rate from for the most recent 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 in H.15 under the caption heading "INVESTMENT RATEU.S. Government securities--Treasury bills--Auction average" on the display on Telerate, Inc. (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.9:00 A.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the Bond Equivalent Yield auction average rate (expressed 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 timea bond equivalent, on the related Calculation Datebasis of a year of 365 or 366 days, the Treasury Rate as applicable, and applied on a daily basis) for such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced otherwise made available by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or made available as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such Auction auction is heldheld in a particular week (or on the preceding Friday, if applicable), 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 Bond Equivalent Yield 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 selected by the Calculation Agent, for the issue of Treasury Bills bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date. Unless otherwise specified on the face hereof, the Interest Determination Date pertaining to an Interest Reset Date for this Security will be, if the Interest Rate Basis for this Security is the Commercial Paper Rate or the Prime Rate, the second New York Business Day (as defined below) preceding such Interest Reset Date; if the Interest Rate Basis for this Security is LIBOR, the second London Banking Day preceding such Interest Reset Date; if the Interest Rate Basis for this Security is the Federal Funds Rate, the first New York Business Day preceding such Interest Reset Date; and if the Interest Rate Basis for this Security is the Treasury Rate, the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually 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 Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note set forth on the face hereof is the Treasury Rate, as specified 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 (or, if this Note is in global form, in hereof. Unless otherwise set forth on the Pricing Supplement)face hereof, the "Treasury Rate shall be determined as of the applicable Rate" means, with respect to any Interest Determination Date (a "Treasury Rate Interest Determination Date") as pertaining thereto, the rate from for the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Billsbills") held on such Interest Determination Date having the Index Maturity specified set forth on the face hereof under the caption "INVESTMENT RATE" on the display on Telerate, Inc. (or any successor service) 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") orby 3:00 P.M., New York City time, on the Calculation Date for such Interest Determination Date. However, if not yet published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the auction rate of such Treasury bills as 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.P.M., New York City time, on the Calculation Date and cannot be determined as described in the immediately preceding sentence, the Treasury Rate will be the Bond Equivalent Yield of the auction rate of such Treasury bills as otherwise announced by the United States Department of the Treasury. In the event that the results of the most recent auction of Treasury bills having the Index Maturity set forth on the face hereof are not published or announced as described above by 3:00 P.M., New York City time, on such Calculation Date, or no 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 Bond Equivalent Yield (as defined hereinafter) rate on such Interest Determination Date of the rate for such Treasury Bills 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 Securitiessecurities/Treasury Billsbills/Auction High." Secondary market". 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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.P.M., New York City time, on the related Calculation Date, then the Calculation Agent will determine the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall to be the Bond Equivalent Yield of the arithmetic mean average 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 in New York City selected by the Calculation Agent, agent for the issue of Treasury Bills bills with a remaining maturity closest to the Index Maturity; providedMaturity set forth on the face hereof. However, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this the prior sentence, the Treasury Rate determined as of such for the applicable period will remain the Treasury Rate then in effect on the Interest Determination Date will be (or, if there was no such Interest Determination Date, the rate of interest payable on the Treasury Rate in effect on such Notes for which the Treasury Rate is being determined shall be the Initial Interest Determination DateRate).

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the The Treasury Rate shall for each Interest Reset Date will be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such the Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof hereof, under the caption "INVESTMENT “INVEST RATE" ” on the display on Telerate, Inc. Reuters (or any successor service) on page 56 USAUCTION10 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 56"USAUCTION10”) or page 57 USAUCTION11 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 57"USAUCTION11”) or, if not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such those Treasury Bills as announced by the United States U.S. Department of the Treasury. In the event that such the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such 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 caption "“U.S. Government Securitiessecurities/Treasury Bills/Secondary Market" bills (secondary market)” or, if not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such that 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 Securitiessecurities/Treasury Bills/Secondary Market." bills (secondary market)”. If such that rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the 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 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 AgentAgent after consultation with Québec, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such that Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such that Treasury Rate Interest Determination Date. “Bond Equivalent Yield” will be a yield (expressed as a percentage) calculated according to 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 366, as the case may be, and “M” refers to the actual number of days in the Interest Payment Period for which interest is being calculated. Maximum/Minimum Interest Rate Notwithstanding the foregoing, 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 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 Global 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. If an the Interest Rate Basis for this Note is the Treasury Rate, the interest rate payable with respect to this Note shall equal the Treasury Rate determined as specified on the face hereof (orhereof, plus or minus the Spread, if this Note is in global formany, in or multiplied by the Pricing Supplement)Spread Multiplier, the if any. The Treasury Rate for each interest reset date shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such the Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof hereof, under the caption "INVESTMENT “INVEST RATE" ” on the display on Telerate, Inc. Reuters (or any successor service) on page 56 USAUCTION10 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 56"USAUCTION10”) or page 57 USAUCTION11 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 57"USAUCTION11”) or, if not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such those Treasury Bills as announced by the United States U.S. Department of the Treasury. In the event that such the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such 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 caption "“U.S. Government Securitiessecurities/Treasury Bills/Secondary Market" bills (secondary market)” or, if not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such that 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 Securitiessecurities/Treasury Bills/Secondary Market." bills (secondary market)”. If such that rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on 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 the 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 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 AgentAgent after consultation with Québec, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such that Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an the Interest Rate Basis for this Note Basis, as specified above, is, or is calculated by reference to the Treasury Rate, as unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)above, the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Rate" for each Interest Determination Date") as Reset Date will be the rate from the auction held on such Treasury Rate the applicable Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity Maturity, as specified on the face hereof above, as published under the caption "INVESTMENT RATE" on the display on Telerate, Inc. (or any successor service) Moneyline Telerate on page 56 (or any other page as may replace such page 56 on such service) ("Telerate Page 56") that service or page 57 (or any other page as may replace such page 57 on such that service) ("Telerate Page 57") , or, if the rate is not so published by 3:00 p.m., New York City time, on the related applicable Calculation Date pertaining to such Treasury Rate Determination 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 shall be Bond Equivalent Yield of the auction rate of such the applicable Treasury Bills as announced by the United States Department of the Treasury. In , or, if the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation DateTreasury, or if no such the Auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such the applicable Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity as specified above, published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market," or, if the rate is not yet so published by 3:00 p.m., New York City time, on the related applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on such the applicable Treasury Rate Interest Determination Date of such the applicable Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is In the event that the results of the auction of Treasury Bills having the applicable Index Maturity specified above are not yet published in H.15(519)or reported, H.15 Daily Update or another recognized electronic source as provided above, by 3:00 p.m., New York City time, on the related applicable Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on such the applicable Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the 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 applicable Treasury Rate Interest 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 such Index Maturity; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such the applicable Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note specified on the face hereof is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate with respect to this Note shall be determined as of the applicable on each Interest Determination Date (a "Treasury Rate Interest Determination Date") as and shall be the rate from for the auction held on such Treasury Rate the relevant Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the specified Index Maturity specified on the face hereof as published in H.15(519) under the caption heading "INVESTMENT RATEU.S. Government Securities/Treasury Bills/Auction Average (Investment)" on the display on Telerate, Inc. (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., New York City time, on the related relevant Calculation Date, the Bond Equivalent Yield auction average rate (expressed as defined hereinaftera 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 rate for Treasury. If the results of such auction of Treasury Bills bills having the specified Index Maturity are not published or reported 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 provided above 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 Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction auction is heldheld during such week, then the Treasury Rate on such Treasury Rate shall be the rate set forth in H.15(519) for the relevant Interest Determination Date shall be for the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the specified 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 heading "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is not yet so 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 relevant Calculation Date, then the Treasury Rate on for such Treasury Rate Interest Determination Reset Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the Bond Equivalent Yield 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 bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if the fewer than three dealers so selected as provided above by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of for such Treasury Rate Interest Determination Reset Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an the Interest Rate Basis for this Note specified above is the Treasury Rate, as specified on the face hereof (or, if interest rate with respect to this Note is in global form, in the Pricing Supplement), will be the Treasury Rate shall be determined plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as of the applicable Interest Determination Date (a "specified above. “Treasury Rate Rate” means, with respect to any Interest Determination Date") as , the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof above as published under the caption "INVESTMENT “INVEST RATE" ” on the display on Telerate, Inc. Reuters page USAUCTION 10 (or any successor service) on page 56 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 56"US AUCTION 10”) or Reuters page 57 USAUCTION 11 (“Reuters Page USAUCTION 11”) or any other page as may replace if such page rate does not appear on such service) ("Telerate Reuters Page 57") or, if not so published USAUCTION 10 or USAUCTION 11 by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury by 3:00 P.M., New York City time, on such Calculation Date, or if no such the Auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such Treasury Rate 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”, or if such rate is not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such Treasury Rate 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 such other recognized electronic source used for the purpose of displaying such the 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 Update, or another other recognized electronic source by 3:00 p.m.P.M., New York City time, on the related such Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the 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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified above; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an the Interest Rate Basis for this Global Note is the Treasury Rate, as specified indicated on the face hereof (orhereof, the interest rate payable with respect to this Global Note shall equal the Treasury Rate determined as specified herein, plus or minus the Spread, if this Note is in global formany, in or multiplied by the Pricing Supplement)Spread Multiplier, the if any. The Treasury Rate shall be determined as of on the applicable Interest Determination Date (a "“Treasury Rate Interest Determination Date") ”), as the rate from applicable to the most recent auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity index maturity specified on the face hereof hereof, as such rate is displayed under the caption "INVESTMENT “INVEST RATE" ” on the display on Telerate, Inc. (or any successor service) Reuters on page 56 USAUCTION10 (or any other page as may replace such that page on such that service) ("Telerate Page 56"“USAUCTION10 Page”) or on page 57 USAUCTION11 (or any other page as may replace such that page on such that service) ("Telerate Page 57"“USAUCTION11 Page”) or, if not so published by 3:00 p.m., New York City time, on the related Calculation Date pertaining to such Treasury Rate Interest Determination Date, the 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 (as defined hereinafterbelow) 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, 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 rate shall be the Bond Equivalent Yield on such Treasury Rate Interest Determination Date of the auction rate for Treasury Bills having the index maturity specified on the face hereof 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 so announced by the U.S. Department of Treasury by 3:00 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 auction is held, then the Treasury 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 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption "“U.S. Government Securitiessecurities/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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 Billsbills/Secondary Market" ” or, if not yet so 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 rate shall be the Bond Equivalent Yield of the arithmetic mean average 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 U.S. government securities dealers (which may include the Agents or their affiliates) in The City of New York selected by the Calculation AgentProvince, for the issue of Treasury Bills with a the remaining maturity closest to the Index Maturityindex maturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent Province are not quoting as mentioned in this sentenceset forth above, the Treasury Rate determined as of such that Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such that Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the The Treasury Rate shall for each Interest Reset Date will be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such the Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof hereof, under the caption "INVESTMENT “INVEST RATE" ” on the display on Telerate, Inc. Reuters (or any successor service) on page 56 USAUCTION10 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 56"USAUCTION10”) or page 57 USAUCTION11 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 57"USAUCTION11”) or, if not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such those Treasury Bills as announced by the United States U.S. Department of the Treasury. In the event that such the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such 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 caption "“U.S. Government Securitiessecurities/Treasury Bills/Secondary Market" bills (secondary market)” or, if not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such that 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 Securitiessecurities/Treasury Bills/Secondary Market." bills (secondary market)”. If such that rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the 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 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 AgentAgent after consultation with Québec, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such that Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such that Treasury Rate Interest Determination Date. “Bond Equivalent Yield” will be a yield (expressed as a percentage) calculated according to 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 366, as the case may be, and “M” refers to the actual number of days in the Interest Payment Period for which interest is being calculated. Maximum/Minimum Interest Rate Notwithstanding the foregoing, 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 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. If an Interest the Base Rate Basis for this Note set forth on the face hereof is the Treasury Rate, as specified 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 (or, if this Note is in global form, in hereof. Unless otherwise set forth on the Pricing Supplement)face hereof, the "Treasury Rate shall be determined as of the applicable RATE" means, with respect to any Interest Determination Date (a "Treasury Rate Interest Determination Date") as pertaining thereto, the rate from for the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Billsbills") held on such Interest Determination Date having the Index Maturity specified set forth on the face hereof under the caption "INVESTMENT RATE" on the display on Telerate, Inc. (or any successor service) 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") orby 3:00 P.M., New York City time, on the Calculation Date for such Interest Determination Date. However, if not yet published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the auction rate of such Treasury bills as 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.P.M., New York City time, on the Calculation Date and cannot be determined as described in the immediately preceding sentence, the Treasury Rate will be the Bond Equivalent Yield of the auction rate of such Treasury bills as otherwise announced by the United States Department of the Treasury. In the event that the results of the most recent auction of Treasury bills having the Index Maturity set forth on the face hereof are not published or announced as described above by 3:00 P.M., New York City time, on such Calculation Date, or if no 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 Bond Equivalent Yield (as defined hereinafter) rate on such Interest Determination Date of the rate for such Treasury Bills 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 Securitiessecurities/Treasury Billsbills/Auction High." Secondary market. 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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.P.M., New York City time, on the related Calculation Date, then the Calculation Agent will determine the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall to be the Bond Equivalent Yield of the arithmetic mean average 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 in New York City selected by the Calculation Agent, Agent for the issue of Treasury Bills bills with a remaining maturity closest to the Index Maturity; providedMaturity set forth on the face hereof. However, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this the prior sentence, the Treasury Rate determined as of such for the applicable period will remain the Treasury Rate then in effect on that Interest Determination Date will be (or, if there was no such Interest Determination Date, the rate of interest payable on the Treasury Rate in effect on such Notes for which the Treasury Rate is being determined shall be the Initial Interest Determination DateRate).

Determination of Treasury Rate. If an the Interest Rate Basis for this Note specified above is the Treasury Rate, as specified on the face hereof (or, if interest rate with respect to this Note is in global form, in the Pricing Supplement), will be the Treasury Rate shall be determined plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as of the applicable Interest Determination Date (a "specified above. “Treasury Rate Rate” means, with respect to any Interest Determination Date") as , the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof above as published under the caption "INVESTMENT “INVEST RATE" ” on Reuters page USAUCTION 10 (“Reuters Page US AUCTION 10”) or Reuters page USAUCTION 11 (“Reuters Page USAUCTION 11”) or, if not so displayed, as displayed on the display on Telerate, Inc. Bloomberg service (or any successor service) on page 56 AUCR 18 (or any other page as may replace such that page on that service), or if 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 rate does not so published appear by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury by 3:00 P.M., New York City time, on such Calculation Date, or if no such the Auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such Treasury Rate 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”, or if such rate is not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such Treasury Rate 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 such other recognized electronic source used for the purpose of displaying such the 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 Update, or another other recognized electronic source by 3:00 p.m.P.M., New York City time, on the related such Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the 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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified above; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note indicated on the face hereof is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in interest rate shall equal the Pricing Supplement), the Treasury Rate shall be determined as of the applicable rate for an Interest Determination Date (a on which United States Treasury Bills 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 Rate Interest Determination Date") as bills of the rate from the auction held Designated Maturity have been auctioned on such Treasury Rate 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, 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 the designated maturity under the heading "AuctionU.S. Government securities/Treasury 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 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 Interest Determination Date will be the Bond Equivalent Yield of direct obligations the auction rate for those Treasury bills as announced by the United States Department of Treasury. If the 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 bills had been auctioned during that seven-day period, an Interest Determination Date will be deemed to have occurred on the day during that seven-day period on which such Treasury bills would have been auctioned in accordance with the usual practices of the United States ("Treasury Bills"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) having for that day opposite the Index Designated Maturity specified on the face hereof under the caption "INVESTMENT RATEU.S. Government securities/Treasury bills/Secondary market." If on the display on TelerateCalculation Date for an interest period such rate for and Interest Determination Date in that interest period is not yet published in H.15(519), Inc. (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., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined hereinafter) of the rate for such Treasury Bills as published that Interest Determination Date will be 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 day in respect of the Designated Maturity under the caption "U.S. Government Securitiessecurities/Treasury Billsbills/Auction HighSecondary market." If on the Calculation Date for an interest period 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 for and Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event in that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 interest period is not yet published in H.15(519), H.15 Daily Update Update, or another such other recognized electronic source by 3:00 p.m.source, New York City time, on the related Calculation Date, then rate for the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall will be the 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., 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, that day for the issue of United States Treasury Bills bills with a remaining maturity closest to the Index Designated Maturity; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note specified on the face hereof is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate with respect to this Note shall be determined as of the applicable on each Interest Determination Date (a "Treasury Rate Interest Determination Date") as and shall be the rate from for the auction held on such Treasury Rate the relevant Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") bills having the specified Index Maturity specified on the face hereof under the caption "INVESTMENT RATE" on the display on the Bridge Telerate, Inc. (or any successor service) service on page 56 (56, or any other page as may replace such that page on such service) service ("Telerate Page 56") ), or page 57 (57, or any other page as may replace such that page on such service) 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 rate for such Treasury bills 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/Auction High" 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 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills bills as announced by the United States Department of the Treasury. In If the event that such auction rate of Treasury bills having the specified Index Maturity is not so announced by the United States Department of the Treasury on such Calculation DateTreasury, or if no such Auction auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills bills having the specified 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 bills as published in H.15 Daily Update, or such other 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 update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Datesource, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the 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 any of the Agents or their affiliates) selected by the Calculation Agent, for the issue of Treasury Bills bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note set forth on the face hereof is the Treasury Rate, as specified 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 (or, if this Note is in global form, in hereof. Unless otherwise set forth on the Pricing Supplement)face hereof, the "Treasury Rate shall be determined as of the applicable Rate" means, with respect to any Interest Determination Date (a "Treasury Rate Interest Determination Date") as pertaining thereto, the rate from for the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Billsbills") held on such Interest Determination Date having the Index Maturity specified set forth on the face hereof under the caption "INVESTMENT RATE" on the display on Telerate, Inc. (or any successor service) 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") or, if not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date for such Interest Determination Date. However, if not yet published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Treasury Rate will be the Bond Equivalent Yield (as defined hereinafterbelow) of the auction rate for of such Treasury Bills 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/Securities Treasury Bills/Auction High." If such the rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation DateDate and cannot be determined as described in the immediately preceding sentence, the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the auction rate of such Treasury Bills bills as otherwise announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department results of the Treasury on such Calculation Date, or if no such Auction is 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 most recent auction of Treasury Bills bills having the Index Maturity set forth on the face hereof are not published or announced as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not yet published described above 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 the 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 Calculation Date, or no auction is held on the Interest 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; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, Date then the Treasury Rate determined as of will be the Bond Equivalent Yield on such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.of

Determination of Treasury Rate. If an the Interest Rate Basis for of this Note Security is the Treasury Rate, as specified the interest rate with respect to any Interest Reset Date shall equal the rate for the auction on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the relevant Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate 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 hereof, published in H.15(519) under the caption "INVESTMENT RATE" on the display on Telerate, Inc. (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., New York City time, on the related Calculation 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 heading "U.S. Government Securities/Treasury Bills/Auction High.Average (Investment)" If such rate is or, if not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related relevant Calculation Date, the Treasury Rate 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 Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as otherwise announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department results of the Treasury on such Calculation Date, or if no such Auction is 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 auction of Treasury Bills bills having the Index Maturity specified on the face hereof are not published or reported as published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not yet published provided above by 3:00 p.m.P.M., New York City time, on the related such Calculation Date, or, if no such auction is held during such week, then the Treasury Rate shall be the rate on such set forth in H.15(519) for the relevant 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, specified Index Maturity under the caption heading "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is not yet so published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related relevant Calculation Date, then the Treasury Rate on for such Treasury Rate Interest Determination Reset Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the Bond Equivalent Yield 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 bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that that, if the fewer than three dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of with respect to such Treasury Rate Interest Determination Reset Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an the Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if interest rate payable with respect to this Global Note is in global form, in the Pricing Supplement), shall equal the Treasury Rate shall be determined as of specified herein, plus or minus the applicable Interest Determination Date (a "Spread, if any, or multiplied by the Spread Multiplier, if any. The Treasury Rate Interest Determination Date") as shall equal the rate from for the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury 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 Telerate page 56 or 57 under the caption heading "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 would normally be auctioned, is a "Treasury Rate Interest Determination Date"). If an auction is held on the display Friday of the week preceding the applicable Interest Reset Date, the Treasury Rate Interest Determination Date will be such preceding Friday. If the rate described above does not appear on Telerate, Inc. (or any successor service) on Telerate page 56 (or any other page 57 at 3:00 p.m., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Treasury Rate shall be the Bond Equivalent Yield of the rate, for such Treasury Rate Interest Determination Date, for the type of Treasury Bills described above, as may replace such page on such servicepublished in H.15(519) (Daily Update, or another recognized electronic source used for displaying that rate, under the heading "Telerate Page 56U.S. Government Securities/Treasury Bills/Auction High") . If the results of the auction of Treasury Bills for the period of the Index Maturity are not published or page 57 (or any other page reported as may replace such page on such service) ("Telerate Page 57") or, if not so published provided above by 3:00 p.m., New York City time, on the related such Calculation Date, then the Treasury Rate shall be the Bond Equivalent Yield (as defined hereinafterbelow) of the rate auction 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 shall be Bond Equivalent Yield and for Treasury Bills of the auction rate of such Treasury Bills kind described above, as announced by the United States Department of the Treasury. In If the event that such auction rate described in the immediately preceding paragraph is not so announced by the United States Department of the Treasury 3:00 p.m., New York City time, on such Calculation Date, or if no such Auction auction is heldheld for the relevant week, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on rate, for such Treasury Interest Rate Interest Determination Date of and for Treasury Bills having a remaining maturity closest to the period of the Index Maturity Maturity, as published in H.15(519) under the caption heading "U.S. Government Securities/Treasury Bills/Secondary Market" or, if ". If the rate described in the immediately preceding paragraph does not yet published by appear in H.15(519) at 3:00 p.m., New York City time, on the related such Calculation Date, then the rate on such Treasury Rate shall be the rate, for such Interest Determination Date of such and for Treasury Bills having a remaining maturity closest to the period of the Index Maturity, as published in H.15 H.15(519) Daily Update, or such other another recognized electronic source used for the purpose of displaying such that rate, under the caption heading "U.S. Government Securities/Treasury Bills/Secondary Market." ". If such the rate is described in the immediately preceding paragraph does not yet published appear in H.15(519), H.15 ) Daily Update or another recognized electronic source by at 3:00 p.m., New York City time, on the related such Calculation Date, then the Calculation Agent shall calculate the Treasury Rate on for such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and Date. Such rate shall be the 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, as selected by the Calculation Agent, Agent after consultation with Financement-Québec (and which may be the Agents or their affiliates) for the issue of Treasury Bills bills with a remaining maturity closest to the period of the Index Maturity; provided, however, that if . If the selected dealers so selected by the Calculation Agent are not quoting as mentioned in this sentencequoting, the Treasury Rate determined as of for such Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate Interest Determination Date. "Bond Equivalent Yield" shall be the yield calculated in accordance with the following formula: 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 Interest Payment Period for which interest is being calculated. Maximum/Minimum Interest Rate Notwithstanding the foregoing, 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 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 Global 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. If an Interest the Base Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement), pricing supplement attached hereto or delivered herewith is the Treasury Rate shall be determined as of or Treasury Rate Constant Maturity, this Note will bear interest for each Interest Reset Period at the applicable Interest Determination Date (a 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 Rate" for each Interest Determination Date") as Reset Period will be the rate from for the auction held on such the Treasury Rate Interest Determination Date (the "Auction"as defined below) for such Interest Reset Period of direct obligations of the United States ("Treasury BillsSecurities") having that have the Index Maturity specified on the face hereof under or in the caption "INVESTMENT RATE" pricing supplement attached hereto or delivered herewith, as such rate appears on the display on Telerate, Inc. either Moneyline Telerate (or any successor service) on page Page 56 (or any other page as may replace such the page on such that service) ("Telerate or on Page 56") or page 57 (or any other page as may replace such the page on such that service) (under the heading "Telerate Page 57") or, INVESTMENT RATE." The following procedures will be followed if the Treasury Rate cannot be determined as described above. If not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to the Treasury Rate Determination Date, the "Treasury Rate" for such Interest Reset Period will be the Bond Equivalent Yield (as defined hereinafterbelow) of the rate for such Treasury Bills the applicable treasury securities as published in H.15 Daily Update, or such other another recognized electronic source used for the purpose of displaying such the applicable rate, under the caption heading "U.S. Government Securities/Treasury Bills/Auction High." If such In the event that this rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related such Calculation Date, then the "Treasury Rate on Rate" for such Treasury Rate Interest Determination Date shall Reset Period will be the Bond Equivalent Yield of the auction rate of such Treasury Bills the applicable treasury securities as announced by the United States Department of the Treasury. In the event that such auction If this rate is not so announced by the United States Department of the Treasury on such Calculation DateTreasury, or if no such Auction the auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such the Treasury Rate Interest Determination Date of the applicable Treasury Bills having the Index Maturity Securities 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 heading "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.P.M., New York City time, on the related such Calculation DateDate 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 shall be calculated by the Calculation Agent and shall be as the 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 Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agentcalculation agent, for the issue of Treasury Bills Securities with a remaining maturity closest to the Index Maturity; index maturity specified in the applicable 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, then the "Treasury Rate" for such Interest Reset Period will be the same as the Treasury Rate determined as of for the immediately preceding Interest Reset Period (or, if there was no such Treasury Rate Interest Determination Date will be Reset Period, the Treasury Rate in effect on such Treasury Rate Initial Interest Determination DateRate).

Determination of Treasury Rate. If an the Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement)pricing supplement attached hereto or delivered herewith) is the Treasury Rate, the Treasury Rate with respect to this Note shall be determined as of the applicable on each Interest Determination Date (a "Treasury Rate Interest Determination Date") as and shall be the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) under the caption "“INVESTMENT RATE" ” on the display on Telerate, Inc. Reuters (or any successor service) on page 56 USAUCTION10 (or any other page as may replace such page on such service) ("Telerate Page 56") or page 57 USAUCTION11 (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., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 ” or, if 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 shall be Bond Equivalent Yield of the auction Auction rate of such Treasury Bills as announced by the United States U.S. Department of the Treasury. In the event that such auction the Auction rate of Treasury Bills having the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity 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 yet published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on of such Treasury Rate Interest Determination Date of 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." If ” In the event 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 such Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall will calculate the Treasury Rate, which will be the a 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 U.S. government securities dealers (which may include Credit Suisse Securities (USA) LLC) selected by the Calculation Agent, Agent (after consultation with the Company) for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith); 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 Treasury Rate determined as of such Treasury Rate with respect to the Interest Determination Date will be the same as the Treasury Rate in effect on for the immediately preceding Interest Reset Period (or, if there was no such Treasury Rate Interest Determination DateReset Period, the rate of interest payable hereon shall be the Initial Interest Rate).

Determination of Treasury Rate. If an the Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if interest rate payable with respect to this Note is in global form, in the Pricing Supplement), shall equal the Treasury Rate shall be determined as of specified herein, plus or minus the applicable Interest Determination Date (a "Spread, if any, or multiplied by the Spread Multiplier, if any. The Treasury Rate Interest Determination Date") as shall equal the rate from for the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury 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 Telerate page 56 or 57 under the caption heading "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 would normally be auctioned, is a "Treasury Rate Interest Determination Date"). If an auction is held on the display Friday of the week preceding the applicable Interest Reset Date, the Treasury Rate Interest Determination Date will be such preceding Friday. If the rate described above does not appear on Telerate, Inc. (or any successor service) on Telerate page 56 (or any other page 57 at 3:00 p.m., New York City time, on the Calculation Date pertaining to such Treasury Rate Interest Determination Date, the Treasury Rate shall be the Bond Equivalent Yield of the rate, for such Treasury Rate Interest Determination Date, for the type of Treasury Bills described above, as may replace such page on such servicepublished in H. 15(519) (Daily Update, or another recognized electronic source used for displaying that rate, under the heading "Telerate Page 56U.S. Government Securities/Treasury Bills/Auction High") . If the results of the auction of Treasury Bills for the period of the Index Maturity are not published or page 57 (or any other page reported as may replace such page on such service) ("Telerate Page 57") or, if not so published provided above by 3:00 p.m., New York City time, on the related such Calculation Date, then the Treasury Rate shall be the Bond Equivalent Yield (as defined hereinafterbelow) of the rate auction 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 shall be Bond Equivalent Yield and for Treasury Bills of the auction rate of such Treasury Bills kind described above, as announced by the United States Department of the Treasury. In If the event that such auction rate described in the immediately preceding paragraph is not so announced by the United States Department of the Treasury 3:00 p.m., New York City time, on such Calculation Date, or if no such Auction auction is heldheld for the relevant week, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on rate, for such Treasury Interest Rate Interest Determination Date of and for Treasury Bills having a remaining maturity closest to the period of the Index Maturity Maturity, as published in H.15(519) under the caption 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 Calculation Date, then the Treasury Rate shall be 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" or, if ". If the rate described in the immediately preceding paragraph does not yet published by appear in H.15(519) Daily Update or another recognized electronic source at 3:00 p.m., New York City time, on the related such Calculation Date, the rate on Calculation Agent shall calculate the Treasury Rate for 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 Date. 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 the 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, as selected by the Calculation Agent, Agent after consultation with Financement-Québec (and which may be the Agents or their affiliates) for the issue of Treasury Bills bills with a remaining maturity closest to the period of the Index Maturity; provided, however, that if . If the selected dealers so selected by the Calculation Agent are not quoting as mentioned in this sentencequoting, the Treasury Rate determined as of for such Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate Interest Determination Date. "Bond Equivalent Yield" shall be the yield calculated in accordance with the following formula: 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 Interest Payment Period for which interest is being calculated. Maximum/Minimum Interest Rate Notwithstanding the foregoing, 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 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. If an the Interest Rate Basis for this Note specified above is the Treasury Rate, as specified on the face hereof (or, if interest rate with respect to this Note is in global form, in the Pricing Supplement), will be the Treasury Rate shall be determined plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as of the applicable Interest Determination Date (a "specified above. “Treasury Rate Rate” means, with respect to any Interest Determination Date") as , the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof above as published under the caption "INVESTMENT “INVEST RATE" ” on Reuters page USAUCTION 10 or any other page as may replace that specified page on that service (“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 displayed, as displayed on the display on Telerate, Inc. Bloomberg service (or any successor service) on page 56 AUCR 27 (or any other page as may replace such that page on that service). If 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 rate does not so published appear by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury by 3:00 P.M., New York City time, on such Calculation Date, or if no such the Auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such Treasury Rate 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”, or if such rate is not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such Treasury Rate 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 such other recognized electronic source used for the purpose of displaying such the 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 Update, or another other recognized electronic source by 3:00 p.m.P.M., New York City time, on the related such Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the 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, which may include an agent for the sale of the Notes or its affiliates, selected by the Calculation AgentAgent after consultation with the Company, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified above; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest Rate Basis for this Subordinated Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)hereof, the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from applicable to the most recent auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified on the face hereof hereof, as such rate is published in H.15(519) under the caption heading "INVESTMENT RATETreasury Bills -- auction average (investment)" on the display on Telerate, Inc. (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, the Bond Equivalent Yield auction average rate (expressed 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, a bond equivalent on the related Calculation Datebasis of a year of 365 or 366 days, the Treasury Rate as applicable, and applied on such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills a daily basis) as otherwise announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department results of the auction of Treasury Bills having the Index Maturity specified on the face hereof are not reported as provided by 3:00 P.M., New York City time, on such Calculation Date, or if no such Auction auction is heldheld in a particular week, 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 Bond Equivalent Yield 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.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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if any of the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate Interest Determination Date. Any provision contained herein, including the determination of an Interest Rate Basis, the specification of an Interest Rate Basis, calculation of the interest rate applicable to this Subordinated Note, its Interest Payment Dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified on the face hereof. Notwithstanding the foregoing, 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 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. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified on the face hereof under the caption "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 so published by 3:00 p.m., New York City time, on the related Calculation 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 the 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, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest Rate Basis for this Senior ------------------------------ Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)hereof, the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from applicable to the most recent auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified on the face hereof hereof, as such rate is published in H.15(519) under the caption heading "INVESTMENT RATETreasury Bills -- auction average (investment)" on the display on Telerate, Inc. (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, the Bond Equivalent Yield auction average rate (expressed 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, a bond equivalent on the related Calculation Datebasis of a year of 365 or 366 days, the Treasury Rate as applicable, and applied on such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills a daily basis) as otherwise announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department results of the auction of Treasury Bills having the Index Maturity specified on the face hereof are not reported as provided by 3:00 P.M., New York City time, on such Calculation Date, or if no such Auction auction is heldheld in a particular week, 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 Bond Equivalent Yield 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.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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if any of the dealers so selected as aforesaid by the -------- ------- Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate Interest Determination Date. Any provision contained herein, including the determination of an Interest Rate Basis, the specification of an Interest Rate Basis, calculation of the interest rate applicable to this Senior Note, its Interest Payment Dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified on the face hereof. Notwithstanding the foregoing, 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 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. If an the Interest Rate Basis for this Note specified on the face hereof is the Treasury Rate, as specified on the face hereof interest rate with respect to this Security for any Interest Reset Date shall equal (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date"a) as the rate from for the most recent auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity shown on the face hereof as published on the display on Bridge Telerate, Inc. on page 56 or page 57 under the caption “AVGE INVEST YIELD” on the Treasury Interest Determination Date (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 Interest Determination Date, the auction average rate (expressed as 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 or (c) in the event that the results of the auction of Treasury Bills having the Index Maturity specified on the face hereof under the caption "INVESTMENT RATE" on the display on Telerate, Inc. are not published or reported as provided in (or any successor service) on page 56 (or any other page as may replace such page on such service) ("Telerate Page 56"a) or page 57 (or any other page as may replace such page on such serviceb) ("Telerate Page 57") or, if not so published above by 3:00 p.m.P.M., New York City time, on the related Calculation 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, Date or if no such Auction auction is heldheld in a particular week, 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 "heading “U.S. Government Securities/Treasury Bills/Secondary Market" or”, or any successor publication or heading for Treasury 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 not yet published by 3:00 p.m.any, New York City time, specified on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Updateface hereof, or such other recognized electronic source used for by multiplication by the purpose of displaying such rateSpread Multiplier, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is not yet published in H.15(519)if any, H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, specified on the related Calculation Date, then the Treasury Rate on face hereof; provided that if such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the 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, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement), pricing supplement attached hereto or delivered herewith is the Treasury Rate shall be determined as of or Treasury Rate Constant Maturity, this Note will bear interest for each Interest Reset Period at the applicable Interest Determination Date (a 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 Rate" for each Interest Determination Date") as Reset Period will be the rate from for the auction held on such the Treasury Rate Interest Determination Date (the "Auction"as defined below) for such Interest Reset Period of direct obligations of the United States ("Treasury BillsSecurities") having that have the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, as such rate appears on either Telerate Page 56 or Telerate Page 57 under the caption heading "INVESTMENT RATEAVGE INVEST YIELD." on The following procedures will be followed if the display on Telerate, Inc. (or any successor service) on page 56 (or any other page Treasury Rate cannot be determined 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 described above. If not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to the Treasury Rate Determination Date, the Bond Equivalent Yield (as defined hereinafter) of the rate "Treasury Rate" for such Treasury Bills Interest Reset Period will be the auction average rate (expressed 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, a bond equivalent on the related Calculation Datebasis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on the Treasury Rate on such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as otherwise announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department results of the auction of Treasury 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 auction is held, then held on 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 Rate" for such Treasury Rate Interest Determination Date Reset Period shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the Bond Equivalent Yield 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 the 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; Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, then the "Treasury Rate" for such Interest Reset Period will be the same as the Treasury Rate determined as of for the immediately preceding Interest Reset Period (or, if there was no such Treasury Rate Interest Determination Date will be Reset Period, the Treasury Rate in effect on such Treasury Rate Initial Interest Determination DateRate).

Determination of Treasury Rate. If an Interest Rate Basis for The interest rate payable with respect to this Note is Security shall be calculated by the Calculation Agent with reference to the Treasury RateRate and the Spread or Spread Multiplier, as if any, specified on the face hereof (orhereof. "Treasury Rate" means, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable with respect to each Interest Determination Date (a "Treasury Rate Interest Determination Date") as specified on the face hereof, the rate from for the most recent 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 in H.15(519) under the caption heading "INVESTMENT RATEU.S. Government Securities--Treasury Bills--Auction Average (Investment)" on the display on Telerate, Inc. (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, the Bond Equivalent Yield (as defined hereinafter) of the rate for Date pertaining to 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 Interest Determination Date, the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the auction average rate, expressed as a Bond Equivalent Yield of the (calculated as described below), for such auction rate of such Treasury Bills as otherwise announced by the United States Department of the Treasury. In If the event that such auction rate is not so announced by the United States Department results of the auction of Treasury bills having the Index maturity specified on the face hereof are not published or announced as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such Auction auction is heldheld in a particular week, 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 the a yield to maturity, expressed as a Bond Equivalent Yield Yield, 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 selected by the Calculation Agent, for the issue of Treasury Bills bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of with respect to such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an the Interest Rate Basis for this Note is the Treasury Rate, the interest rate payable with respect to this Note shall equal the Treasury Rate determined as specified on the face hereof (orhereof, plus or minus the Spread, if this Note is in global formany, in or multiplied by the Pricing Supplement)Spread Multiplier, the if any. The Treasury Rate for each interest reset date shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such the Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("‘‘Treasury Bills"’’) having the Index Maturity specified on the face hereof hereof, under the caption "INVESTMENT ‘‘INVEST RATE" ’’ on the display on Telerate, Inc. Reuters (or any successor service) on page 56 USAUCTION10 (or any other page as may replace such page on such service) ("Telerate ‘‘Reuters Page 56"USAUCTION10’’) or page 57 USAUCTION11 (or any other page as may replace such page on such service) ("Telerate ‘‘Reuters Page 57"USAUCTION11’’) or, if not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such those Treasury Bills as announced by the United States U.S. Department of the Treasury. In the event that such the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such 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 caption "‘‘U.S. Government Securitiessecurities/Treasury Bills/Secondary Market" bills (secondary market)’’ or, if not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such that 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 Securitiessecurities/Treasury Bills/Secondary Market." bills (secondary market)’’. If such that rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on 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 the 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 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 AgentAgent after consultation with Québec, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such that Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)hereof, the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "“Treasury Rate Interest Determination Date") ”), as the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States U.S. ("“Treasury Bills"”) having the Index Maturity specified on the face hereof under the caption "“INVESTMENT RATE" ” on the display on Telerate, Inc. Moneyline Telerate (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, the Bond Equivalent Yield (as defined hereinafterhereinafter defined) 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 recognized-electronic source by 3:00 p.m.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 United States U.S. Department of the Treasury. In the event that such auction rate is not so announced by the United States U.S. Department of the Treasury on such Calculation Date, or if no such Auction is 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 Securitiesgovernment securities/Treasury Billsbills/Secondary Market" secondary market” or, if not yet published by 3:00 p.m.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 Securitiesgovernment securities/Treasury Billsbills/Secondary Marketsecondary 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.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 Bond Equivalent Yield 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.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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If Unless otherwise specified in an Addendum attached hereto, if the Treasury Rate is designated as an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)Note, the Treasury Rate shall be determined as of on the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as will be the rate from the auction held on such Treasury Rate the applicable Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face 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 caption "INVESTMENT heading “INVEST RATE" on .” If such rate described in the display on Telerate, Inc. (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 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 Bond Equivalent Yield (as defined hereinafter) of the auction rate of the 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 the applicable Interest Determination Date will be the Bond Equivalent Yield of the rate for on such Interest Determination Date of Treasury Bills as published having the Index Maturity specified on the face of this Note set forth in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, Update under the caption "“U.S. Government Securities/government securities—Treasury Bills/Auction Highbills (secondary market)." ” If such the rate described in the preceding sentence 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 for the applicable Interest Determination Date shall will be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 the applicable Interest Determination Date of the applicable Treasury Bills having the Index Maturity as published in H.15(519) H.15 Daily Update under the caption "“U.S. Government Securities/government securities—Treasury Bills/Secondary Market" or, if bills (secondary market).” If the rate described in the preceding sentence is not yet 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 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 as the 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 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, Agent (after consultation with the Company) for the issue of Treasury Bills with a remaining stated maturity closest to the Index Maturity; provided, however, that if Maturity specified on the face of this Note. If the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned described in this the preceding sentence, the Treasury Rate determined as of such Treasury Rate for the applicable Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note is the Treasury Rate, Rate as specified indicated on the face hereof (or, if this Note is in global form, in the Pricing Supplement)hereof, the Treasury Rate interest rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as equal the rate from for the auction held on such Treasury Rate the Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Billsbills") having the Index Maturity specified on described in the face hereof related pricing supplement under the caption "INVESTMENT RATE" on the display on Telerate, Inc. (or any successor service) 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") or, if not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date for that Interest Determination Date. If the Treasury Rate cannot be determined as described above: - If the rate is not so published by 3:00 P.M., New York City time, on the Calculation Date, the Treasury Rate will be the Bond Equivalent Yield (as defined hereinafter) of the auction rate for of such Treasury Bills 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/Securities Treasury Bills/Auction High." - If such the rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the auction rate of such Treasury Bills bills as otherwise announced by the United States Department of the Treasury. In - If the event that such auction rate is not so announced by the United States Department results of the most recent auction of Treasury bills having the Index Maturity described in the pricing supplement are not published or announced as described above by 3:00 P.M., New York City time, on such the Calculation Date, or if no such Auction auction is heldheld on the Interest Determination Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills bills having the Index Maturity specified in the applicable pricing supplement as published in H.15(519) under the caption "U.S. Government Securitiessecurities/Treasury Billsbills/Secondary Marketmarket" or, if not yet published by 3:00 p.m.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 Securitiessecurities/Treasury Billsbills/Secondary Marketmarket." - If such rate is not yet published in H.15(519), ) H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Date, then the calculation agent will determine the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall to be the Bond Equivalent Yield of the arithmetic mean average of the secondary market bid rates, as of approximately 3:30 p.m.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 bills with a remaining maturity closest to the Index Maturity; provided, however, that if Maturity described in the related pricing supplement. The calculation agent will select the three dealers so selected by the Calculation Agent referred to above. - If fewer than three dealers are not quoting as mentioned in this sentenceabove, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be remain the Treasury Rate then in effect on such Treasury Rate that Interest Determination Date.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)above, the Treasury Rate shall be determined as of on the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from applicable to the most recent 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 such rate is published in H.15(519) under the caption heading "INVESTMENT RATEU.S. Government Securities -- Treasury Bills -- auction average (investment)" on the display on Telerate, Inc. (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, the Bond Equivalent Yield auction average rate (expressed 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, a bond equivalent yield on the related Calculation Datebasis of a year of 365 or 366 days, the Treasury Rate as applicable, and applied on such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills a daily basis) as otherwise announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department results of the auction of Treasury bills having the Index Maturity specified above are not reported as provided by 3:00 P.M., New York City time, on such Calculation Date, or if no such Auction auction is heldheld in a particular week, then the Treasury Rate on such Treasury Rate Interest Determination Date hereon 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 heading "U.S. Government Securities/--Treasury Bills/--Secondary Market" or(expressed as a bond equivalent yield on the basis of a 365 or 366 day year, as applicable, on a daily basis), or if not yet published by 3:00 p.m., P.M. New York City time, 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 will be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent yield on the Bond Equivalent Yield basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean (rounded to the nearest one hundred-thousandth of a percentage point, with five one millionths of a percentage point rounded upwards) of the secondary market bid rates, as of approximately 3:30 p.m.P.M., New York City time, on such Treasury Rate Interest Determination Date, Date of three leading primary United States government securities dealers as selected by the Calculation Agent, Agent for the issue of Treasury Bills bills with a remaining maturity Maturity closest to the Index Maturitymaturity specified above; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date. Notwithstanding anything to the contrary contained herein or in the Indenture, for purposes of determining the rights of a Holder of a Note for which the principal thereof is determined by reference to the price or prices of specified commodities or stocks, interest rate indices, interest or exchange rate swap indices, the exchange rate of one or more specified currencies (including a composite currency such as the European Currency Unit) relative to an indexed currency or such other price, exchange rate or other financial index or indices as specified above (an "Indexed Note"), in respect of voting for or against amendments to the Indenture and modifications and the waiver of rights thereunder, the principal amount of any such Indexed Note shall be deemed to be equal to the face amount thereof upon issuance. The method for determining the amount of principal payable at Maturity on an Indexed Note will be specified in an attached Addendum. Any provision contained herein with respect to the determination of an Interest Rate Basis, the specification of Interest Rate Basis, calculation of the Interest Rate applicable to this Note, its payment dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified above, and references herein to "as specified above" or similar language of like import shall also be references to any such Addendum. Notwithstanding the foregoing, 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 above. 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. 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 an Event of Default with respect to the Notes shall occur and be continuing, 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 the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected thereby at any time by the Company and the Trustee with the consent of the majority of the Holders of the aggregate principal amount of the Outstanding Securities of each series affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or 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 Company, 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 Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company 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 Company and the Security Registrar duly executed by, the Holder hereof or by its attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or 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 Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Determination of Treasury Rate. If an the Interest Rate Basis for this Note Basis, as specified above, is, or is calculated by reference to the Treasury Rate, as unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)above, the “Treasury Rate shall Rate” for each Interest Reset Date will be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such Treasury Rate the applicable Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity Maturity, as specified on the face hereof above, as published under the caption "INVESTMENT RATE" “Investment Rate” on the display on TelerateReuters, Inc. (or any successor service) service on page 56 (USAUCTION 10 or any other page as may replace such page USAUCTION 10 on such service) that service ("Telerate “Reuters Page 56"USAUCTION 10”) or page 57 USAUCTION 11 on that service (or any other page as may replace such page on such service) ("Telerate “Reuters Page 57") USAUCTION 11”), or, if the rate is not so published by 3:00 p.m., New York City time, on the related applicable Calculation DateDate pertaining to such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield (as defined hereinafter) of the rate for such the applicable Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "“U.S. Government Securities/Treasury Bills/Auction High." If such ,” or, if the 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the 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 Interest Determination Date of such Treasury Bills as having the Index Maturity specified above, published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, H.15(519) under the caption "“U.S. Government Securities/Treasury Bills/Secondary Market." If such ,” or, if the rate is not yet so 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 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 having the applicable Index Maturity specified above are not published or reported, as provided above, by 3:00 p.m., New York City time, on the applicable Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on such the applicable Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the 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 applicable Treasury Rate Interest 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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified above; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such the applicable Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest Rate Basis The “treasury rate” for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable any Interest Determination Date (a "Treasury Rate Interest Determination Date") as is the rate from set at 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 described in the Pricing Supplement, as specified on the face hereof under the caption "INVESTMENT RATE" “Investment Rate” on the display on TelerateReuters, Inc. (or any successor service) , on page 56 (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 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 Datecalculation date, the Bond Equivalent Yield (as defined hereinafter) of treasury rate will be the rate for such of Treasury Bills bills as published in H.15 Daily Update, or such other another recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "“U.S. Government Securities/Treasury Bills/Auction High." ” • If such the alternative rate described in the paragraph immediately above is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, the Treasury Rate on such Treasury Rate Interest Determination Date shall treasury rate will be Bond Equivalent Yield the bond equivalent yield, as defined below, of the auction rate of such the applicable Treasury Bills bills as announced by the United States U.S. Department of the Treasury. In • If the event that such auction alternative rate described in the paragraph immediately above is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction the auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall treasury rate will be the Bond Equivalent Yield bond equivalent yield of the rate on such Treasury Rate the particular Interest Determination Date of the applicable Treasury Bills having the Index Maturity bills 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 the alternative rate described in the paragraph immediately above is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, then the Treasury Rate treasury rate will be the rate on such Treasury Rate the particular Interest Determination Date shall of the applicable Treasury bills as published in H.15 Daily Update, or 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 not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent and shall be as the Bond Equivalent Yield 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 that Interest Determination Date, of three leading primary United States U.S. government securities dealers dealers, selected by the Calculation Agent, after consultation with the Issuer, for the issue of Treasury Bills bills with a remaining maturity closest to the particular Index Maturity; provided, however, that if . • If the dealers so selected by the Calculation Agent are not quoting as mentioned described in this sentencethe paragraph immediately above, the Treasury Rate determined as of such Treasury Rate Interest Determination Date treasury rate will be the Treasury Rate treasury rate in effect on such Treasury Rate the particular Interest Determination Date. The bond equivalent will be calculated using the following formula: Bond Equivalent Yield = D x N x 100 360 – (D x M) where “D” refers to the applicable annual 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 applicable interest period.

Determination of Treasury Rate. If an Interest Rate Basis The “treasury rate” for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable any Interest Determination Date (a "Treasury Rate Interest Determination Date") as is the rate from set at 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 described in the Pricing Supplement, as specified on the face hereof under the caption "INVESTMENT RATE" “Investment Rate” on the display on TelerateReuters, Inc. (or any successor service) , on page 56 (USAUCTION 10/11 or any other page as may replace such page page. The following procedures will be followed if the treasury rate cannot be determined as described above: • If the rate is not displayed 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 Reuters by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, the Bond Equivalent Yield (as defined hereinafter) of treasury rate will be the rate for such of Treasury Bills bills as published in H.15 Daily Update, or such other another recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "“U.S. Government Securities/Treasury Bills/Auction High." ” • If such the alternative rate described in the paragraph immediately above is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, the Treasury Rate on such Treasury Rate Interest Determination Date shall treasury rate will be Bond Equivalent Yield the bond equivalent yield, as defined below, of the auction rate of such the applicable Treasury Bills bills as announced by the United States U.S. Department of the Treasury. In • If the event that such auction alternative rate described in the paragraph immediately above is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction the auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall treasury rate will be the Bond Equivalent Yield bond equivalent yield of the rate on such Treasury Rate the particular Interest Determination Date of the applicable Treasury Bills having the Index Maturity bills 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 the alternative rate described in the paragraph immediately above is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, then the Treasury Rate treasury rate will be the rate on such Treasury Rate the particular Interest Determination Date shall of the applicable Treasury bills as published in H.15 Daily Update, or 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 not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent and shall be as the Bond Equivalent Yield 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 that Interest Determination Date, of three leading primary United States U.S. government securities dealers dealers, selected by the Calculation Agent, after consultation with the Issuer, for the issue of Treasury Bills bills with a remaining maturity closest to the particular Index Maturity; provided, however, that if . • If the dealers so selected by the Calculation Agent are not quoting as mentioned described in this sentencethe paragraph immediately above, the Treasury Rate determined as of such Treasury Rate Interest Determination Date treasury rate will be the Treasury Rate treasury rate in effect on such Treasury Rate the particular Interest Determination Date. The bond equivalent will be calculated using the following formula: Bond Equivalent Yield = D x N x 100 360 — (D x M) where “D” refers to the applicable annual 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 applicable interest period.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the Treasury Rate, as specified indicated on the face hereof (or, if this Note is in global form, in the Pricing Supplement)hereof, the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") ), as the rate from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified on the face hereof under the caption "INVESTMENT RATEAVGE INVEST YIELD" on the display on Bridge Telerate, Inc. (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, 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 shall be Bond Equivalent Yield of 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. In the event that such auction rate is the results of the Auction of Treasury Bills having the Index Maturity specified on the face hereof are not so announced published by 3:00 P.M., New York City time, on the United States Department of the Treasury on such related Calculation Date, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield rate (expressed as a bond equivalent on the basis of the rate 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.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 Datesource, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be a yield to maturity (expressed as a bond equivalent on the Bond Equivalent Yield 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.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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the 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 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 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. Interest payments hereon made on any Interest Payment Date or at maturity or upon redemption will include interest accrued to but not including such Interest Payment Date or date of maturity or redemption, as the case 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 amount calculated by multiplying the face 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, as the case may be, to the date for which accrued interest is being calculated. The interest factor for each such day shall be computed by dividing the Interest Rate 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 the Prime 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. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "“Treasury Rate Interest Determination Date"”) as the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) under the caption "INVESTMENT “INVEST RATE" ” on the display on Telerate, Inc. (or any successor service) Reuters on page 56 USAUCTION10 (or any other page as may replace such page on such service) service ("Telerate “Reuters Page 56"USAUCTION10”)) or page 57 USAUCTION11 (or any other page as may replace such page on such service) service ("Telerate “Reuters Page 57") 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 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." USAUCTION11”)). If such rate is does not so published in H.15 Daily Update appear one either Reuters Page USAUCTION10 or another recognized electronic source Reuters Page USAUCTION11 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 Bond Equivalent Yield (as defined below) of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 (or, if this Note is in global form, in the Pricing Supplement) as published in H.15(519) under opposite the caption "“U.S. Government Securitiesgovernment securities/Treasury Billsbills/Secondary Market" 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 opposite the caption "“U.S. Government Securitiesgovernment securities/Treasury Billsbills/Secondary Marketsecondary 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 the 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 Distribution Agents or their affiliates) selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement); provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the ------------------------------ Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified on the face hereof under the caption "INVESTMENT RATE" on the display on Telerate, Inc. (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., New York City time, on the related Calculation 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 the 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, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "‘Treasury Rate Interest Determination Date"”) as the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof or in the Pricing Supplement under the caption "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 so published by 3:00 p.m., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 ”, or if not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield Yield, of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such the auction rate of Treasury Bills having the Index Maturity specified in the applicable Pricing Supplement is not so announced by the United States Department of the Treasury on such Calculation DateTreasury, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such Treasury Rate 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 yet published by 3:00 p.m.P.M., New York City timetune, 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 Datesource, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the 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 Dealers or their affiliates) selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified in the applicable Pricing Supplement; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note specified on the face hereof or in the pricing supplement attached hereto or delivered herewith is the Treasury Rate, as 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, if this Note is in global form, or in the Pricing Supplement)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 shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Rate" for each Interest Determination Date") as Reset Period will be the rate from for the auction held on such the Treasury Rate Interest Determination Date (the "Auction"as defined below) for such Interest Reset Period of direct obligations of the United States ("Treasury BillsSecurities") having that have the Index Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, as such rate appears on either Telerate Page 56 or Telerate Page 57 under the caption heading "INVESTMENT RATEAVGE INVEST YIELD." on The following procedures will be followed if the display on Telerate, Inc. (or any successor service) on page 56 (or any other page Treasury Rate cannot be determined 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 described above. If not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to the Treasury Rate Determination Date, the Bond Equivalent Yield (as defined hereinafter) of the rate "Treasury Rate" for such Treasury Bills Interest Reset Period will be the auction average rate (expressed 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, a bond equivalent on the related Calculation Datebasis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on the Treasury Rate on such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as otherwise announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department results of the auction of Treasury 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 auction is held, then held on 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 Rate" for such Treasury Rate Interest Determination Date Reset Period shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the Bond Equivalent Yield 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 the 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; Maturity specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, then the "Treasury Rate" for such Interest Reset Period will be the same as the Treasury Rate determined as of for the immediately preceding Interest Reset Period (or, if there was no such Treasury Rate Interest Determination Date will be Reset Period, the Treasury Rate in effect on such Treasury Rate Initial Interest Determination DateRate).

Determination of Treasury Rate. If an Interest Rate Basis The “treasury rate” for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable any Interest Determination Date (a "Treasury Rate Interest Determination Date") as is the rate from set at 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 described in the Pricing Supplement, as specified on the face hereof under the caption "INVESTMENT RATE" “Investment Rate” on the display on TelerateReuters, Inc. (or any successor service) , on page 56 (USAUCTION 10/11 or any other page as may replace such page page. The following procedures will be followed if the treasury rate cannot be determined as described above: • If the rate is not displayed 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 Reuters by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, the Bond Equivalent Yield (as defined hereinafter) of treasury rate will be the rate for such of Treasury Bills bills as published in H.15 Daily Update, or such other another recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "“U.S. Government Securities/Treasury Bills/Auction High." ” • If such the alternative rate described in the paragraph immediately above is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, the Treasury Rate on such Treasury Rate Interest Determination Date shall treasury rate will be Bond Equivalent Yield the bond equivalent yield, as defined below, of the auction rate of such the applicable Treasury Bills bills as announced by the United States U.S. Department of the Treasury. In • If the event that such auction alternative rate described in the paragraph immediately above is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction the auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall treasury rate will be the Bond Equivalent Yield bond equivalent yield of the rate on such Treasury Rate the particular Interest Determination Date of the applicable Treasury Bills having the Index Maturity bills 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 the alternative rate described in the paragraph immediately above is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, then the Treasury Rate treasury rate will be the rate on such Treasury Rate the particular Interest Determination Date shall of the applicable Treasury bills as published in H.15 Daily Update, or 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 not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent and shall be as the Bond Equivalent Yield 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 that Interest Determination Date, of three leading primary United States U.S. government securities dealers dealers, selected by the Calculation Agent, after consultation with us, for the issue of Treasury Bills bills with a remaining maturity closest to the particular Index Maturity; provided, however, that if . • If the dealers so selected by the Calculation Agent are not quoting as mentioned described in this sentencethe paragraph immediately above, the Treasury Rate determined as of such Treasury Rate Interest Determination Date treasury rate will be the Treasury Rate treasury rate in effect on such Treasury Rate the particular Interest Determination Date. The bond equivalent will be calculated using the following formula: Bond Equivalent Yield = D x N x 100 360 – (D x M) where “D” refers to the applicable annual 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 applicable interest period.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note set forth on the face hereof is the Treasury Rate, as specified 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 (or, if this Note is in global form, in hereof. Unless otherwise set forth on the Pricing Supplement)face hereof, the "Treasury Rate shall be determined as of the applicable RATE" means, with respect to any Interest Determination Date (a "Treasury Rate Interest Determination Date") as pertaining thereto, the rate from for the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Billsbills") held on such Interest Determination Date having the Index Maturity specified set forth on the face hereof under the caption "INVESTMENT RATE" on the display on Telerate, Inc. (or any successor service) 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") or, if not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date for such Interest Determination Date. However, if not yet published by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Treasury Rate will be the Bond Equivalent Yield (as defined hereinafterbelow) of the auction rate for of such Treasury Bills 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/Securities Treasury Bills/Auction High." If such the rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation DateDate and cannot be determined as described in the immediately preceding sentence, the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the auction rate of such Treasury Bills bills as otherwise announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department results of the most recent auction of Treasury bills having the Index Maturity set forth on the face hereof are not published or announced as described above by 3:00 P.M., New York City time, on such Calculation Date, or if no such Auction auction is held, then held on 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 will be the 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, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be of Treasury bills having the Treasury Rate in effect Index Maturity specified on such Treasury Rate Interest Determination Date.the face hereof as published in

Determination of Treasury Rate. If an the Interest Rate Basis for this Note is the Treasury Rate, the interest rate payable with respect to this Note shall equal the Treasury Rate determined as specified on the face hereof (orhereof, plus or minus the Spread, if this Note is in global formany, in or multiplied by the Pricing Supplement)Spread Multiplier, the if any. The Treasury Rate for each interest reset date shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such the Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof hereof, under the caption "INVESTMENT “INVEST RATE" ” on the display on Telerate, Inc. Reuters (or any successor service) on page 56 USAUCTION 10 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 56"USAUCTION 10”) or page 57 USAUCTION 11 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 57"USAUCTION 11”) or, if not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such those Treasury Bills as announced by the United States U.S. Department of the Treasury. In the event that such the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such 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 caption "“U.S. Government Securitiessecurities/Treasury Billsbills/Secondary Market" secondary market” or, if not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such that 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 Securitiessecurities/Treasury Billsbills/Secondary Market." secondary market”. If such that rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on 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 the 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 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 AgentAgent after consultation with Québec, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such that Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate Interest Determination Date. “Bond Equivalent Yield” shall be the 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 366, as the case may be, and “M” refers to the actual number of days in the Interest Payment Period for which interest is being calculated. Maximum/Minimum Interest Rate Notwithstanding the foregoing, 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 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. If an Interest the Reference Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as equal the rate from for the auction held on such Treasury Rate Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury 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 as such rate appears on Telerate Page 56 or 57 under the caption heading "INVESTMENT RATE" on the display on Telerate, Inc. (or any successor replacement heading on that service) . If the rate described above does not appear on page 56 (or any other page as may replace such page on such service) ("Telerate Page 56") 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 at 3:00 p.m.P.M., New York City time, on the related Calculation Date specified on the face hereof pertaining to such Interest Determination Date, the Treasury Rate shall be the Bond Equivalent Yield (as defined hereinafterbelow) of the rate for such Interest Determination Date for the type of Treasury Bills described above, 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/Auction high". If the results of the auction of Treasury Bills for the period of the specified Index Maturity 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 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 such other another recognized electronic source used for the purpose of displaying such that rate, under the caption heading "U.S. Government Securitiesgovernment securities/Treasury Billsbills/Auction High." secondary market". If such the rate is described in the preceding paragraph does not so published appear in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related such Calculation Date, the Treasury Rate on for such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 the 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 be the Agents or their affiliates), as selected by the Calculation AgentAgent after consultation with Hydro-Québec, for the issue of Treasury Bills with a remaining period to maturity closest to the Index Maturity; provided, however, that if Maturity specified on the face hereof. If the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentencequoting, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate 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 366, as the case may be, and "M" refers to the actual number of days in the Interest Reset Period for which interest is being calculated. Maximum/Minimum Interest Rate Notwithstanding the foregoing, 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 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. If an the Interest Rate Basis for this Note specified above is the Treasury Rate, as specified on the face hereof (or, if interest rate with respect to this Note is in global form, in the Pricing Supplement), will be the Treasury Rate shall be determined plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as of the applicable Interest Determination Date (a "specified above. “Treasury Rate Rate” means, with respect to any Interest Determination Date") as , the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof above as published under the caption "INVESTMENT “INVEST RATE" ” on Reuters page USAUCTION 10 or any other page as may replace that specified page on that service (“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 displayed, as displayed on the display on Telerate, Inc. Bloomberg service (or any successor service) on page 56 AUCR 18 (or any other page as may replace such that page on that service). If 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 rate does not so published appear by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury by 3:00 P.M., New York City time, on such Calculation Date, or if no such the Auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such Treasury Rate 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”, or if such rate is not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such Treasury Rate 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 such other recognized electronic source used for the purpose of displaying such the 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 Update, or another other recognized electronic source by 3:00 p.m.P.M., New York City time, on the related such Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the 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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified above; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an the Interest Rate Basis for this Note Basis, as specified above, is, or is calculated by reference to the Treasury Rate, as unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)above, the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Rate" for each Interest Determination Date") as Reset Date will be the rate from the auction held on such Treasury Rate the applicable Interest Determination Date (the "Auction") of direct obligations of the United States ("Treasury Bills") having the Index Maturity Maturity, as specified on the face hereof above, as published under the caption "INVESTMENT RATEInvestment Rate" on the display on Bridge Telerate, Inc. (or any successor service) service on page 56 (or any other page as may replace such page 56 on such service) ("Telerate Page 56") that service or page 57 (or any other page as may replace such page 57 on such that service) ("Telerate Page 57") , or, if the rate is not so published by 3:00 p.m., New York City time, on the related applicable Calculation DateDate pertaining to such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield (as defined hereinafter) of the rate for such the applicable Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "U.S. Government Securities/Treasury Bills/Auction High.," If such or, if the 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 applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Treasury Rate on such Treasury Rate Interest Determination Date shall be Bond Equivalent Yield of the auction rate of such the applicable Treasury Bills as announced by the United States Department of the Treasury. In , or, if the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation DateTreasury, or if no such the Auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such the applicable Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity as specified above, published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market," or, if the rate is not yet so published by 3:00 p.m., New York City time, on the related applicable Calculation Date pertaining to such Treasury Rate Determination Date, the rate on such the applicable Treasury Rate Interest Determination Date of such the applicable Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If such rate is In the event that the results of the auction of Treasury Bills having the applicable Index Maturity specified above are not yet published in H.15(519)or reported, H.15 Daily Update or another recognized electronic source as provided above, by 3:00 p.m., New York City time, on the related applicable Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on such the applicable Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the 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 applicable Treasury Rate Interest 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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified above; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such the applicable Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest Rate Basis The “treasury rate” for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable any Interest Determination Date (a "Treasury Rate Interest Determination Date") as is the rate from set at 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 described in the Pricing Supplement, as specified on the face hereof under the caption "INVESTMENT RATE" “Investment Rate” on the display on TelerateReuters, Inc. (or any successor service) , on page 56 (USAUCTION 10/11 or any other page as may replace such page page. The following procedures will be followed if the treasury rate cannot be determined as described above: • If the rate is not displayed 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 Reuters by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, the Bond Equivalent Yield (as defined hereinafter) of treasury rate will be the rate for such of Treasury Bills bills as published in H.15 Daily Update, or such other another recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "“U.S. Government Securities/Treasury Bills/Auction High." ” • If such the alternative rate described in the paragraph immediately above is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, the Treasury Rate on such Treasury Rate Interest Determination Date shall treasury rate will be Bond Equivalent Yield the bond equivalent yield, as defined below, of the auction rate of such the applicable Treasury Bills bills as announced by the United States U.S. Department of the Treasury. In • If the event that such auction alternative rate described in the paragraph immediately above is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction the auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall treasury rate will be the Bond Equivalent Yield bond equivalent yield of the rate on such Treasury Rate the particular Interest Determination Date of the applicable Treasury Bills having the Index Maturity bills 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 the alternative rate described in the paragraph immediately above is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related Calculation Datecalculation date, then the Treasury Rate treasury rate will be the rate on such Treasury Rate the particular Interest Determination Date shall of the applicable Treasury bills as published in H.15 Daily Update, or 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 not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent and shall be as the Bond Equivalent Yield 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 that Interest Determination Date, of three leading primary United States U.S. government securities dealers dealers, selected by the Calculation Agent, after consultation with the Issuer, for the issue of Treasury Bills bills with a remaining maturity closest to the particular Index Maturity; provided, however, that if . • If the dealers so selected by the Calculation Agent are not quoting as mentioned described in this sentencethe paragraph immediately above, the Treasury Rate determined as of such Treasury Rate Interest Determination Date treasury rate will be the Treasury Rate treasury rate in effect on such Treasury Rate the particular Interest Determination Date. The bond equivalent will be calculated using the following formula: Bond Equivalent Yield = D x N x 100 360 – (D x M) where “D” refers to the applicable annual 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 applicable interest period.

Determination of Treasury Rate. If an the Interest Rate Basis for this Note Basis, as specified above, is, or is calculated by reference to the Treasury Rate, as unless otherwise specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)above, the “Treasury Rate shall Rate” for each Interest Reset Date will be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such Treasury Rate the applicable Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity Maturity, as specified on the face hereof above, as published under the caption "INVESTMENT RATE" “Investment Rate” on the display on Telerate, Inc. (Moneyline Telerate or any successor service) service on page 56 (or any other page as may replace such page 56 on such service) ("Telerate Page 56") that service or page 57 (or any other page as may replace such page 57 on such that service) ("Telerate Page 57") , or, if the rate is not so published by 3:00 p.m., New York City time, on the related applicable Calculation DateDate pertaining to such Treasury Rate Determination Date (as defined below), the Bond Equivalent Yield (as defined hereinafter) of the rate for such the applicable Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such the applicable rate, under the caption "“U.S. Government Securities/Treasury Bills/Auction High." If such ,” or, if the 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 applicable Calculation Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills announced by the United States Department of the 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 Interest Determination Date of such Treasury Bills as having the Index Maturity specified above, published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, H.15(519) under the caption "“U.S. Government Securities/Treasury Bills/Secondary Market." If such ,” or, if the rate is not yet so 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 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 having the applicable Index Maturity specified above are not published or reported, as provided above, by 3:00 p.m., New York City time, on the applicable Calculation Date or if no such auction is held on such Treasury Rate Determination Date, then the Treasury Rate on such the applicable Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be the 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 applicable Treasury Rate Interest 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, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified above; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such the applicable Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an the Interest Rate Basis for this Note specified above is the Treasury Rate, as specified on the face hereof (or, if interest rate with respect to this Note is in global form, in the Pricing Supplement), will be the Treasury Rate shall be determined plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as of the applicable Interest Determination Date (a "specified above. “Treasury Rate Rate” means, with respect to any Interest Determination Date") as , the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof above as published under the caption "INVESTMENT “INVEST RATE" ” on Reuters Page USAUCTION10 or Reuters Page USAUCTION11 or, if not so displayed, as displayed on the display on Telerate, Inc. Bloomberg service (or any successor service) on page 56 AUCR 27 (or any other page as may replace such that page on that service). If 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 rate is not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the Treasury Rate on such Interest Determination Date will be the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury by 3:00 P.M., New York City time, on such Calculation Date, or if no such the Auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such Treasury Rate 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 Securitiesgovernment securities/Treasury Bills/Secondary Market" orbills (secondary market)”, or if such rate is not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such Treasury Rate 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 such other recognized electronic source used for the purpose of displaying such the rate, under the caption "““U.S. Government Securitiesgovernment securities/Treasury Bills/Secondary Market." bills (secondary market)”. If such rate is not yet published in H.15(519), H.15 Daily Update Update, or another other recognized electronic source by 3:00 p.m.P.M., New York City time, on the related such Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be calculated by the Calculation Agent and shall will be the 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 AgentCompany, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified above; provided, however, that if the dealers so selected as aforesaid by the Calculation Agent Company are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an the Interest Rate Basis for this Note is the Treasury Rate, the interest rate payable with respect to this Note shall equal the Treasury Rate determined as specified on the face hereof (orhereof, plus or minus the Spread, if this Note is in global formany, in or multiplied by the Pricing Supplement)Spread Multiplier, the if any. The Treasury Rate for each interest reset date shall be determined as of the applicable Interest Determination Date (a "Treasury Rate Interest Determination Date") as the rate from the auction held on such the Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof hereof, under the caption "INVESTMENT “INVEST RATE" ” on the display on Telerate, Inc. Reuters (or any successor service) on page 56 USAUCTION 10 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 56"USAUCTION 10”) or page 57 USAUCTION 11 (or any other page as may replace such page on such service) ("Telerate “Reuters Page 57"USAUCTION 11”) or, if not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such those Treasury Bills as announced by the United States U.S. Department of the Treasury. In the event that such the auction rate of Treasury Bills having the Index Maturity specified on the face hereof, is not so announced by the United States U.S. Department of the Treasury on such Calculation DateTreasury, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such 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 caption "“U.S. Government Securitiessecurities/Treasury Billsbills/Secondary Market" secondary market” or, if not yet published by 3:00 p.m.P.M., New York City time, on the related Calculation Date, the rate on such that 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 Securitiessecurities/Treasury Billsbills/Secondary Market." secondary market”. If such that rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on 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 the 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 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 AgentAgent after consultation with Québec, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such that Treasury Rate Interest Determination Date will shall be the Treasury Rate in effect on such Treasury Rate Interest Determination Date. “Bond Equivalent Yield” shall be the 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 366, as the case may be, and “M” refers to the actual number of days in the Interest Payment Period for which interest is being calculated. Maximum/Minimum Interest Rate Notwithstanding the foregoing, 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 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 Global 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. If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), the Treasury Rate shall be determined as of the applicable Interest Determination Date (a "“Treasury Rate Interest Determination Date"”) as the rate from the auction held on such Treasury Rate Interest Determination Date (the "“Auction"”) of direct obligations of the United States ("“Treasury Bills"”) having the Index Maturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement) under the caption "“INVESTMENT RATE" ” on the display on Telerate, Inc. (or any successor service) Moneyline Telerate 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, the Bond Equivalent Yield (as defined hereinafterbelow) 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 shall be Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury. In the event that such auction rate is not so announced by the United States Department of the Treasury on such Calculation Date, or if no such Auction is 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 (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 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 the 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 Distribution Agents or their affiliates) selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index MaturityMaturity specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement); provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

Determination of Treasury Rate. If an Interest the Base Rate Basis for this Note is the Treasury Rate, as specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement), pricing supplement attached hereto or delivered herewith is the Treasury Rate shall be determined as of or Treasury Rate Constant Maturity, this Note will bear interest for each Interest Reset Period at the applicable Interest Determination Date (a 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 Rate" for each Interest Determination Date") as Reset Period will be the rate from for the auction held on such the Treasury Rate Interest Determination Date (the "Auction"as defined below) for such Interest Reset Period of direct obligations of the United States ("Treasury BillsSecurities") having that have the Index Maturity specified on the face hereof under or in the caption "INVESTMENT RATE" pricing supplement attached hereto or delivered herewith, as such rate appears on the display on Telerate, Inc. either Moneyline Telerate (or any successor service) on page Page 56 (or any other page as may replace such the page on such that service) ("Telerate or on Page 56") or page 57 (or any other page as may replace such the page on such that service) (under the heading "Telerate Page 57") or, INVESTMENT RATE." The following procedures will be followed if the Treasury Rate cannot be determined as described above. If not so published by 3:00 p.m.P.M., New York City time, on the related Calculation Date pertaining to the Treasury Rate Determination Date, the "Treasury Rate" for such Interest Reset Period will be the Bond Equivalent Yield (as defined hereinafterbelow) of the rate for such Treasury Bills the applicable treasury securities as published in H.15 Daily Update, or such other another recognized electronic source used for the purpose of displaying such the applicable rate, under the caption heading "U.S. Government Securities/Treasury Bills/Auction High." If such In the event that this rate is not so published in H.15 Daily Update or another recognized electronic source by 3:00 p.m.P.M., New York City time, on the related such Calculation Date, then the "Treasury Rate on Rate" for such Treasury Rate Interest Determination Date shall Reset Period will be the Bond Equivalent Yield of the auction rate of such Treasury Bills the applicable treasury securities as announced by the United States Department of the Treasury. In the event that such auction If this rate is not so announced by the United States Department of the Treasury on such Calculation DateTreasury, or if no such Auction the auction is not held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall will be the Bond Equivalent Yield of the rate on such the Treasury Rate Interest Determination Date of the applicable Treasury Bills having the Index Maturity Securities 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 heading "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.P.M., New York City time, on the related such Calculation DateDate 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 shall be calculated by the Calculation Agent and shall be as the 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 Treasury Rate Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agentcalculation agent, for the issue of Treasury Bills Securities with a remaining maturity closest to the Index Maturity; index maturity specified in the applicable 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, then the "Treasury Rate" for such Interest Reset Period will be the same as the Treasury Rate determined as of for the immediately preceding Interest Reset Period (or, if there was no such Treasury Rate Interest Determination Date will be Reset Period, the Treasury Rate in effect on such Treasury Rate Initial Interest Determination DateRate).