Common use of Determination of Treasury Rate Clause in Contracts

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the Treasury Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the 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. "Treasury Rate", means, with respect to each such Interest Determination Date, the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity specified on the face hereof as published in H.15 under the heading "U.S. Government securities--Treasury bills--Auction average" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available by the United States Department of the Treasury. 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 made available as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable), then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such 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 specified Index Maturity; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate in effect on such 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. If an auction date shall fall on any Interest Reset Date for such a Note, then such Interest Reset Date shall instead be the first New York Business Day immediately following such

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the The "Treasury Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Treasury Rate on the " for any 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. "Treasury Rate", means, with respect to each such Interest Determination Date, is the rate for set at the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity specified described on the face hereof of this note, as published in H.15 under the heading "U.S. Government securities--Treasury bills--Auction average" or, if not so published H.15(519) by 9:00 A.M.3:00 P.M., New York City time, on the Calculation Date pertaining to such calculation date for that Interest Determination DateDate under the heading "U.S. Government Securities-Treasury bills-auction average (investment)" and/or displayed on Bridge Telerate, Inc. (or any successor service) on page 56 (or any other page as may replace that page on that service) ("Telerate Page 56") or page 57 (or any other page as may replace that page on that service) ("Telerate Page 57"). The following procedures will be followed if the Treasury Rate cannot be determined as described above: · If the rate is not published in H.15(519) by 3:00 P.M., New York City time, or displayed on Telerate Page 56 or Telerate Page 57 on the calculation date, the Treasury Rate will be the auction average rate (expressed as a bond equivalent, equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available announced by the United States Department of the TreasuryTreasury on the calculation date. In the event that · If the results of the most recent auction of Treasury bills having the Index Maturity specified described on the face hereof of this note are not published or made available announced as provided described above by 3:00 P.M., New York City time, on such Calculation Datethe calculation date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable)Interest Determination Date, then the calculation agent will determine the Treasury Rate shall be calculated by the Calculation Agent and shall to be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) 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 the Interest Determination Date, Date of three leading primary United States government securities dealers dealers, selected by the Calculation Agentcalculation agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if Maturity described on the face of this note. · If fewer than three dealers selected as aforesaid by the Calculation Agent calculation agent are not quoting as mentioned in this sentenceabove, the Treasury Rate will be remain the Treasury Rate then in effect on such that 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. If an auction date shall fall on any Interest Reset Date for such a Note, then such Interest Reset Date shall instead be the first New York Business Day immediately following such.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the Treasury Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the 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. "Treasury Rate", " means, with respect to each such Interest Determination Date, the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity specified on the face hereof as published in H.15 H.15(519) under the heading "U.S. Government securitiesSecurities--Treasury billsBills--Auction averageAverage (Investment)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available by the United States Department of the Treasury. 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 made available as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable), then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such 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 specified Index Maturity; provided, however, that if the dealers selected as -------- ------- aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate in effect on such 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. If an auction date shall fall on any Interest Reset Date for such a Note, then such Interest Reset Date shall instead be the first New York Business Day immediately following suchBanking

Determination of Treasury Rate. If the an Interest Rate Basis specified on the face hereof for this Note is ------------------------------ the Treasury Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be as specified above, the Treasury Rate shall be determined on the applicable Interest Determination Date pertaining to such Interest Reset Date, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, specified on the face hereof. (a "Treasury Rate", means, with respect to each such Rate Interest Determination Date, ") as the rate for applicable to the most recent 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 H.15(519) under the heading "U.S. Government securitiesTreasury Bills--Treasury bills--Auction averageauction average (investment)" or, if not so published by 9:00 A.M.3:00 P.M., New York City time, on the related Calculation Date pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills Bills having the Index Maturity specified on the face hereof above are not published or made available reported as provided above by 3:00 P.M.P. M., New York City time, on such Calculation Date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable)week, then the Treasury Rate hereon shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean (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 rates, as of approximately 3:30 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 Maturity specified Index Maturityabove; provided, however, that if the dealers selected as aforesaid by the Calculation -------- ------- Agent are not quoting as mentioned in this sentence, the Treasury Rate for such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date. Any provisions contained herein with respect to the determination of one or more Interest Rate Bases, the specification of one or more Interest Rate Bases, calculation of the Interest Rate applicable to this Note, its payment dates or any other matter relating hereto may be modified by the terms as specified above under "Other Provisions" or in an Addendum relating hereto if so specified above. 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. Unless otherwise above, Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated 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 with respect to this Note. If an Event of Default (as defined in the Indenture) 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 under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount of the Securities at any time Outstanding, as defined in the Indenture, of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all the Securities of each 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 set forth therein and on the face hereof, the Interest Determination Date pertaining 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 an Interest Reset Date the Company duly executed by, the Holder hereof or by his 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. 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 Security will beNote for registration of transfer, if the Interest Rate Basis for this Security is Company, the Commercial Paper Rate Trustee and any agent of the Company or the Prime RateTrustee 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 second New York Business Day (as defined below) preceding Trustee nor any such Interest Reset Date; if agent shall be affected by notice to the Interest Rate Basis for this Security is LIBOR, contrary. The Indenture and the second London Banking Day preceding such Interest Reset Date; if Notes shall be governed by and construed in accordance with 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 laws of the week State of New York. All terms used in this Note 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 defined in the next succeeding week. If an auction date Indenture shall fall on any Interest Reset Date for such a Note, then such Interest Reset Date shall instead be have the first New York Business Day immediately following suchmeanings assigned to them in the Indenture.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the Treasury Rate, then the interest rate on this Security with respect to each this Note for any 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. "Treasury Rate", means, with respect to each such Interest Determination Date, equal (a) the rate for the most recent auction of direct obligations of the United States ("Treasury billsBills") having the Index Maturity specified on the face hereof as published in H.15 H.15(519) under the heading "U.S. Government securities--Notes—Treasury bills--Bills—Auction averageAverage (Investment)" or, on the Treasury Interest Determination Date (as defined below) or (b) if such rate is not so published by 9:00 A.M.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 a bond equivalent, equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available announced by the United States Department of the Treasury. In Treasury or (c) in the event that the results of the auction of Treasury bills Bills having the Index Maturity specified on the face hereof are not published or made available reported as provided in (a) or (b) above by 3:00 P.M., New York City time, on such Calculation Date, Date or if no such auction is held in a particular week (or on week, the preceding Friday, if applicable), then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean mean, as calculated by the Calculation Agent on such Calculation Date, of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Treasury Interest Determination Date, of three leading primary United States government securities notes dealers selected by the Calculation Agent, Agent for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified Index Maturityon the face hereof, in each of the above cases adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, that if the such dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will shall be the Treasury Rate in effect on such Treasury Interest Determination Date. Unless otherwise specified on the face hereof, the The "Treasury Interest Determination Date 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, be the day of on which Treasury Bills are auctioned for the week in which such Interest Reset Date falls on which falls, or if no auction is held for such week, the Monday of such week (or if Monday is a legal holiday, the next succeeding Market Day) and the Interest Reset Date will be the Market Day immediately following such Treasury bills would normally Interest Determination Date and the Interest Reset Date will be auctionedthe Market Day following such Treasury Interest Determination Date. Treasury bills 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, If an auction is so held for such week on Monday or the preceding Friday, such Monday or preceding Friday will shall be the Treasury Interest Determination Date pertaining to for such week, and the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for such week shall be the Tuesday of such week (or, if such Tuesday is not a NoteMarket Day, the next succeeding Market Day). If the auction for such week is held on any day of such week other than Monday, then such date shall be the Treasury Interest Determination Date and the Interest Reset Date for such week shall instead be the first New York Business Day immediately following suchnext succeeding Market Day.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof this Note is the Treasury Rate, then the interest rate on Treasury Rate with respect to this Security Note shall equal 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 designated on the face hereof. "Treasury Rate", means, with respect to each such Interest Determination Date, hereof the rate for the most recent auction of direct obligations of the United States ("“Treasury bills"”) having the Index Maturity specified designated on the face hereof as published in H.15 H.15(519) under the heading "heading, “U.S. Government securities--Securities/Treasury bills--Bills/Auction average" Average (Investment)” or, if not so published by 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified designated on the face hereof are not neither published or made available as provided above in H.15(519) by 3:00 P.M.9:00 A.M., New York City time, on such Calculation Date, nor otherwise published or reported as provided above by 3:00 P.M., New York City time on such date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable)week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate rate of interest in effect for the applicable period will be the same as the Treasury Rate in effect on such as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Treasury Rate determined with respect to any Interest Determination Date. Unless otherwise Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the Interest Determination interest rate in effect for the period from the Original Issue Date pertaining to an the first 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 Initial Interest Determination Date pertaining to Rate specified on the Interest Reset Date occurring face hereof; and (ii) the interest rate in effect for the next succeeding week. If an auction date shall fall ten days immediately preceding the Stated Maturity or redemption will be that in effect on any Interest Reset Date for the tenth day preceding such a Note, then such Interest Reset Date shall instead be the first New York Business Day immediately following suchStated Maturity or redemption.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the Treasury Rate, then the interest rate on this Security with respect to each this Note for any 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. "Treasury Rate", means, with respect to each such Interest Determination Date, equal (a) the rate for the most recent auction of direct obligations of the United States ("Treasury billsBills") having the Index Maturity specified on the face hereof as published in H.15 H.15(519) under the heading "U.S. Government securities--Notes—Treasury bills--Bills—Auction averageAverage (Investment)" or, on the Treasury Interest Determination Date (as defined below) or (b) if such rate is not so published by 9:00 A.M.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 a bond equivalent, equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available announced by the United States Department of the Treasury. In Treasury or (c) in the event that the results of the auction of Treasury bills Bills having the Index Maturity specified on the face hereof are not published or made available reported as provided in (a) or (b) above by 3:00 P.M., New York City time, on such Calculation Date, Date or if no such auction is held in a particular week (or on week, the preceding Friday, if applicable), then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean mean, as calculated by the Calculation Agent on such Calculation Date, of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Treasury Interest Determination Date, of three leading primary United States government securities notes dealers selected by the Calculation Agent, Agent for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified Index Maturityon the face hereof, in each of the above cases adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof; provided, however, that if the such dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will shall be the Treasury Rate in effect on such Treasury Interest Determination Date. Unless otherwise specified on the face hereof, the The "Treasury Interest Determination Date 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, be the day of on which Treasury Bills are auctioned for the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are usually sold at falls, or if no auction on is held for such week, the Monday of each week, unless that day such week (or if Monday is a legal holiday, in which case the auction is usually held on next succeeding Market Day) and the Interest Reset Date will be the Market Day immediately following Tuesday, except that such auction may Treasury Interest Determination Date and the Interest Reset Date will be held on the preceding FridayMarket Day following such Treasury Interest Determination Date. If, as the result of a legal holiday, If an auction is so held for such week on Monday or the preceding Friday, such Monday or preceding Friday will shall be the Treasury Interest Determination Date pertaining to for such week, and the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for such week shall be the Tuesday of such week (or, if such Tuesday is not a NoteMarket Day, the next succeeding Market Day). If the auction for such week is held on any day of such week other than Monday, then such date shall be the Treasury Interest Determination Date and the Interest Reset Date for such week shall instead be the first New York Business Day immediately following suchnext succeeding Market Day.

Determination of Treasury Rate. If the Interest Base Rate Basis specified on the face hereof is the Treasury Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Treasury Rate on the for any 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. "Treasury Rate", means, with respect to each such Interest Determination Date, shall equal the rate for applicable to the most recent auction of direct obligations of the United States ("Treasury billsBills") having the Index Maturity specified on the face hereof as published in H.15 hereof, on the display of Bridge Telerate, Inc. (or any successor service) on page 56 or 57 under the heading "U.S. Government securities--Treasury bills--Auction averageAVGE INVEST YIELD" or, if not so published by 9:00 A.M.3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills Bills having the Index Maturity specified on the face hereof are not published or made available announced as provided above by 3:00 P.M.p.m., New York City time, on such Calculation Date, Date or if no such auction is held in a particular week (or on the preceding Friday, if applicable)week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean average of the secondary market bid rates rates, as of approximately 3:30 P.M.p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent, Agent (after consultation with the Company) for the issue of Treasury bills Bills with a remaining maturity closest to the Index Maturity specified Index Maturityon the face hereof; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the Treasury Rate will be interest rate for such Interest Determination Date shall equal the Treasury Rate interest rate then in effect on such Interest Determination Date. Unless otherwise In determining the Treasury Rate, the rate determined in any of the above cases shall be adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof. The Company will calculate, or will appoint and enter into an agreement with an agent to calculate (the Company or such agent being the "Calculation Agent"), the interest rates on Floating Rate Notes (including this Note). Initially, The Bank of New York shall be the Calculation Agent. The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing and will confirm in writing such calculation to the Trustee and any Paying Agent promptly after each such determination. Neither the Trustee nor any Paying Agent shall be responsible for any such calculation. At the request of the Holder hereof, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Determination Reset Date. All determinations of interest rates by the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder hereof. The Calculation Date pertaining to an Interest Reset Determination Date for this Security will be, if shall be 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 tenth calendar day after such Interest Reset Determination Date; , or if the Interest Rate Basis for this Security is LIBORnot a Business Day, 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. If an auction date shall fall on any Interest Reset Date for such a Note, then such Interest Reset Date shall instead be the first New York Business Day immediately following suchDay.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof this Note is the Treasury Rate, then the interest rate on Treasury Rate with respect to this Security Note shall equal 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 designated on the face hereof. "Treasury Rate", means, with respect to each such Interest Determination Date, hereof the rate for the most recent auction of direct obligations of the United States ("“Treasury bills"”) having the Index Maturity specified designated on the face hereof as published in H.15 H.15(519) under the heading "heading, “U.S. Government securities--Securities/Treasury bills--Bills/Auction average" Average (Investment)” or, if not so published by 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified designated on the face hereof are not neither published or made available as provided above in H.15(519) by 3:00 P.M.9:00 A.M., New York City time, on such Calculation Date, nor otherwise published or reported as provided above by 3:00 P.M., New York City time on such date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable)week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate rate of interest in effect for the applicable period will be the same as the Treasury Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Treasury Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. DETERMINATION OF CMT RATE If the Interest Rate Basis on this Note is the CMT Rate, the CMT Rate with respect to this Note shall equal with respect to each Interest Determination DateDate designated on the face hereof the rate displayed on the Designated CMT Telerate Page under the caption “...Treasury Constant Maturities.. Federal Reserve Board Release H.15... Mondays Approximately 3:45 P.M.,” under the column for the Index Maturity designated on the face hereof (i) if the Designated CMT Telerate Page is 7055, the rate for the applicable Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the Interest Determination Date occurs. Unless otherwise If no page is specified on the face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent week. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date pertaining to an Interest Reset Date will be such Treasury Constant Maturity rate for this Security will bethe Index Maturity designated on the face hereof as published in the relevant H.15 (519). If such rate is no longer published, or if the Interest Rate Basis for this Security is the Commercial Paper Rate or the Prime Ratenot published by 3:00 P.M., the second New York Business Day City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date will be such Treasury Constant Maturity rate for the Index Maturity on the face hereof (as defined below) preceding or other United States Treasury rate for such Index Maturity for that Interest Determination Date with respect to such Interest Reset Date) as may then be published by either the Federal Reserve Board or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a “Reference Dealer”) in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States (“Treasury Note”) with an original maturity of approximately the Index Maturity designated on the face hereof and a remaining term to maturity of not less than such Index Maturity minus one year. If two Treasury Notes with an original maturity as described in the preceding sentence have remaining terms to maturity equally close to the Index Maturity designated on the face hereof, the quotes for the Treasury Note with the shorter remaining term to maturity will be used. If the Calculation Agent cannot obtain three such Treasury Note quotations, the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity designated on the face hereof and a remaining term to maturity closest to such Index Maturity and in an amount of at least $100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the rate of interest in effect for the applicable period will be the same as the CMT Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding Interest Reset Period. The CMT Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate Basis specified on the face hereof; and (ii) the interest rate, in effect for this Security is LIBORthe ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. Notwithstanding the foregoing, the second London Banking Day preceding interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Note in accordance with the foregoing on each Interest Determination Date. The Interest Rate on this Note will in no event be higher than the maximum rate permitted by Maryland law as the same may be modified by the United States law of general applicability. The Calculation Agent will, upon the request of the Holder of this Note provide to such Holder the interest rate hereon then in effect and, if different, the interest rate which will become effective as of the next applicable 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. If an auction date shall fall on any Interest Reset Date for such a Note, then such Interest Reset Date shall instead be the first New York Business Day immediately following such.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the Treasury Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Treasury Rate on the The "treasury rate" for any 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. "Treasury Rate", means, with respect to each such Interest Determination Date, is the rate for set at the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity specified described on the face hereof of this Note, as published in H.15 under the heading "U.S. Government securities--Treasury bills--Auction average" or, if not so published H.15(519) by 9:00 A.M.3:00 P.M., New York City time, on the Calculation Date pertaining to such calculation date for that Interest Determination DateDate under the heading "U.S. Government Securities'Treasury bills' auction average (investment)" and/or displayed on Bridge Telerate, Inc. (or any successor service) on page 56 (or any other page as may replace that page on that service) ("Telerate Page 56") or page 57 (or any other page as may replace that page on that service) ("Telerate Page 57"). <Page> 11 The following procedures will be followed if the treasury rate cannot be determined as described above: · If the rate is not published in H.15(519) by 3:00 P.M., New York City time, or displayed on Telerate Page 56 or Telerate Page 57 on the calculation date, the treasury rate will be the auction average rate (expressed as a bond equivalent, equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available announced by the United States Department of the TreasuryTreasury on the calculation date. In the event that · If the results of the most recent auction of Treasury bills having the Index Maturity specified described on the face hereof of this Note are not published or made available announced as provided described above by 3:00 P.M., New York City time, on such Calculation Datethe calculation date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable)Interest Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall will determine the treasury rate to be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) 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 the Interest Determination Date, Date of three leading primary United States government securities dealers dealers, selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if Maturity described on the face of this Note. · If fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceabove, the Treasury Rate treasury rate will be remain the Treasury Rate treasury rate then in effect on such that Interest Determination Date. Unless otherwise 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, and the Interest Determination Date pertaining 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. At the request of the registered holder hereof, the Calculation Agent will provide to an Interest Reset Date for this Security will besuch holder hereof the interest rate hereon then in effect and, if the Interest Rate Basis for this Security is the Commercial Paper Rate or the Prime Ratedetermined, the second New York Business Day (interest rate which will become effective as defined below) preceding such of the next Interest Reset Date; if . The provisions of Article Fourteen of the Interest Rate Basis for Indenture do not apply to Securities of this Security is LIBORSeries. If an Event of Default (defined in the Indenture as certain events involving the bankruptcy of the Corporation) shall occur with respect to the Notes, the second London Banking Day preceding such Interest Reset Date; if principal of all the Interest Rate Basis for this Security is Notes may be declared due and payable in the Federal Funds Ratemanner and with the effect provided in the Indenture. THERE IS NO RIGHT OF ACCELERATION PROVIDED IN THE INDENTURE IN CASE OF A DEFAULT IN THE PAYMENT OF INTEREST OR THE PERFORMANCE OF ANY OTHER COVENANT BY THE CORPORATION. <Page> 12 The Indenture permits, with certain exceptions as therein provided, the first New York Business Day preceding amendment thereof and the modification of the rights and obligations of the Corporation and the rights of the holders of the Notes under the Indenture at any time by the Corporation with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the Notes then outstanding and all other Securities then outstanding under the Indenture and affected by such Interest Reset Date; amendment and modification. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes then outstanding and all other Securities then outstanding under the Indenture and affected thereby, on behalf of the holders of all such Securities, to waive compliance by the Corporation 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 Corporation, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of (premium on, if any) or the Interest Rate Basis interest on this Note, or for this Security is any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Treasury RateIndenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, or director, as such, past, present, or future, of the Corporation or any predecessor or successor 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 issue hereof, expressly waived and released. As provided in the Indenture and subject to certain limitations therein set forth, the day transfer of this Note may be registered on the registry books of the week Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in which form satisfactory to the Corporation and the Trustee or the Security Registrar duly executed by, the registered 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, will be issued to the designated transferee or transferees. The Notes are issuable only as registered Notes without coupons in denominations of $1,000 and any integral multiple thereof or in such Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills minimum denominations as 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 set forth on the following Tuesdayface of this Note. As provided in the Indenture, and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. <Page> 13 Prior to due presentment for registration of transfer of this Note, the Corporation, the Trustee, the Issuing and Paying Agent and any agent of the Corporation, the Trustee or any Issuing and Paying Agent may treat the entity in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Corporation, the Trustee, the Issuing and Paying Agent nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are not defined herein but are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except that such auction may be held as provided in the Indenture. The book-entry system maintained by The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the preceding Fridayrecords of DTC and its participants pursuant to rules and procedures established by DTC and its participants. IfThe Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the result owner of a legal holidaythe Notes for all purposes, an auction is so held on the preceding Fridayincluding payment of principal (premium, such Friday if any) and interest, notices and voting. Transfer of principal (premium, if any) and interest to participants of DTC will be the Interest Determination Date pertaining responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Interest Reset Date occurring Notes by participants of DTC will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. ABBREVIATIONS The following abbreviations, when used in the next succeeding week. If an auction date shall fall inscription on any Interest Reset Date for such a the face of the within Note, then such Interest Reset Date shall instead 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 first New York Business Day immediately following suchentireties 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. _____________________________ ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto [PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE] _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ Please Insert Social Security or Other Identifying Number of Assignee: ____________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing __________________________________ Attorney to transfer said Note on the books of the Corporation, with full power of substitution in the premises. Dated:_________________________ _________________________________________

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the Treasury Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the Treasury Rate on the The "treasury rate" for any 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. "Treasury Rate", means, with respect to each such Interest Determination Date, is the rate for set at the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity specified described on the face hereof of this Note, as published in H.15 under the heading "U.S. Government securities--Treasury bills--Auction average" or, if not so published H.15(519) by 9:00 A.M.3:00 P.M., New York City time, on the Calculation Date pertaining to such calculation date for that Interest Determination DateDate under the heading "U.S. Government Securities'Treasury bills' auction average (investment)" and/or displayed on Bridge Telerate, Inc. (or any successor service) on page 56 (or any other page as may replace that page on that service) ("Telerate Page 56") or page 57 (or any other page as may replace that page on that service) ("Telerate Page 57"). The following procedures will be followed if the treasury rate cannot be determined as described above: · If the rate is not published in H.15(519) by 3:00 P.M., New York City time, or displayed on Telerate Page 56 or Telerate Page 57 on the calculation date, the treasury rate will be the auction average rate (expressed as a bond equivalent, equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as <page> 11 otherwise made available announced by the United States Department of the TreasuryTreasury on the calculation date. In the event that · If the results of the most recent auction of Treasury bills having the Index Maturity specified described on the face hereof of this Note are not published or made available announced as provided described above by 3:00 P.M., New York City time, on such Calculation Datethe calculation date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable)Interest Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall will determine the treasury rate to be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) 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 the Interest Determination Date, Date of three leading primary United States government securities dealers dealers, selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if Maturity described on the face of this Note. · If fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentenceabove, the Treasury Rate treasury rate will be remain the Treasury Rate treasury rate then in effect on such that Interest Determination Date. Unless otherwise 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, and the Interest Determination Date pertaining 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. At the request of the registered holder hereof, the Calculation Agent will provide to an Interest Reset Date for this Security will besuch holder hereof the interest rate hereon then in effect and, if the Interest Rate Basis for this Security is the Commercial Paper Rate or the Prime Ratedetermined, the second New York Business Day (interest rate which will become effective as defined below) preceding such of the next Interest Reset Date; . The provisions of Article Fourteen of the Indenture do not apply to Securities of this Series. If an Event of Default (defined in the Indenture as (i) the Corporation's failure to pay principal of (or premium, if any, on) the Interest Rate Basis for Notes when due, or to pay interest on the Notes within 30 days after the same becomes due, (ii) the Corporation's breach of its other covenants contained in this Security Note or in the Indenture, which breach is LIBORnot cured within 90 days after written notice by the Trustee or the holders of at least 25% in outstanding principal amount of all Securities issued under the Indenture and affected thereby and (iii) certain events involving the bankruptcy, insolvency or liquidation of the Corporation) shall occur with respect to the Notes, the second London Banking Day preceding such Interest Reset Date; if principal of all the Interest Rate Basis for this Security is Notes may be declared due and payable in the Federal Funds Ratemanner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the first New York Business Day preceding amendment thereof and the modification of the rights and obligations of the Corporation and the rights of the holders of the Notes under the Indenture at any time by the Corporation with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the Notes then outstanding and <Page> 12 all other Securities then outstanding under the Indenture and affected by such Interest Reset Date; amendment and modification. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Notes then outstanding and all other Securities then outstanding under the Indenture and affected thereby, on behalf of the holders of all such Securities, to waive compliance by the Corporation 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 Corporation, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of (premium, if any) or the Interest Rate Basis interest on this Note, or for this Security is any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Treasury RateIndenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Corporation or any predecessor or successor 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 issue hereof, expressly waived and released. As provided in the Indenture and subject to certain limitations therein set forth, the day transfer of this Note may be registered on the registry books of the week Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in which form satisfactory to the Corporation and the Trustee or the Security Registrar duly executed by, the registered 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, will be issued to the designated transferee or transferees. The Notes are issuable only as registered Notes without coupons in denominations of $1,000 and any integral multiple thereof or in such Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills minimum denominations as 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 set forth on the following Tuesdayface of this Note. As provided in the Indenture, and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the Corporation, the Trustee, the Issuing and Paying Agent and any agent of the Corporation, the Trustee or any Issuing and Paying Agent may treat the entity in whose name this Note is registered as the <Page> 13 absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Corporation, the Trustee, the Issuing and Paying Agent nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are not defined herein but are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except that such auction may be held as provided in the Indenture. The book-entry system maintained by The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the preceding Fridayrecords of DTC and its participants pursuant to rules and procedures established by DTC and its participants. IfThe Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the result owner of a legal holidaythe Notes for all purposes, an auction is so held on the preceding Fridayincluding payment of principal (premium, such Friday if any) and interest, notices and voting. Transfer of principal (premium, if any) and interest to participants of DTC will be the Interest Determination Date pertaining responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Interest Reset Date occurring Notes by participants of DTC will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. ABBREVIATIONS The following abbreviations, when used in the next succeeding week. If an auction date shall fall inscription on any Interest Reset Date for such a the face of the within Note, then such Interest Reset Date shall instead be the first New York Business Day immediately following suchconstrued as though they were written out in full according to applicable laws or regulations:

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof this Note is the Treasury Rate, then the interest rate on Treasury Rate with respect to this Security Note shall equal 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 designated on the face hereof. "Treasury Rate", means, with respect to each such Interest Determination Date, hereof the rate for the most recent auction of direct obligations of the United States ("“Treasury bills"”) having the Index Maturity specified designated on the face hereof as published in H.15 H.15(519) under the heading "heading, “U.S. Government securities--Securities/Treasury bills--Bills/Auction average" Average (Investment)” or, if not so published by 9:00 A.M., New York City time, on the Calculation Date designated on the face hereof pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified designated on the face hereof are not neither published or made available as provided above in H.15(519) by 3:00 P.M.9:00 A.M., New York City time, on such Calculation Date, nor otherwise published or reported as provided above by 3:00 P.M., New York City time on such date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable)week, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers in The City of New York selected by the Calculation Agent, for the issue of Treasury bills with a remaining maturity closest to the specified Index Maturity; provided, however, that if the fewer than three dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate rate of interest in effect for the applicable period will be the same as the Treasury Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding interest reset period. The Treasury Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate specified on the face hereof; and (ii) the interest rate in effect for the ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. DETERMINATION OF CMT RATE If the Interest Rate Basis on this Note is the CMT Rate, the CMT Rate with respect to this Note shall equal with respect to each Interest Determination DateDate designated on the face hereof the rate displayed on the Designated CMT Telerate Page under the caption “…Treasury Constant Maturities.. Federal Reserve Board Release H.15… Mondays Approximately 3:45 P.M.,” under the column for the Index Maturity designated on the face hereof (i) if the Designated CMT Telerate Page is 7055, the rate for the applicable Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the Interest Determination Date occurs. Unless otherwise If no page is specified on the face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent week. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date pertaining to an Interest Reset Date will be such Treasury Constant Maturity rate for this Security will bethe Index Maturity designated on the face hereof as published in the relevant H.15 (519). If such rate is no longer published, or if the Interest Rate Basis for this Security is the Commercial Paper Rate or the Prime Ratenot published by 3:00 P.M., the second New York Business Day City time, on the related Calculation Date, then the CMT Rate for such Interest Determination Date will be such Treasury Constant Maturity rate for the Index Maturity on the face hereof (as defined below) preceding or other United States Treasury rate for such Index Maturity for that Interest Determination Date with respect to such Interest Reset Date) as may then be published by either the Federal Reserve Board or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a “Reference Dealer”) in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States (“Treasury Note”) with an original maturity of approximately the Index Maturity designated on the face hereof and a remaining term to maturity of not less than such Index Maturity minus one year. If two Treasury Notes with an original maturity as described in the preceding sentence have remaining terms to maturity equally close to the Index Maturity designated on the face hereof, the quotes for the Treasury Note with the shorter remaining term to maturity will be used. If the Calculation Agent cannot obtain three such Treasury Note quotations, the CMT Rate for that Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 P.M. (New York City time) on that Interest Determination Date of three Reference Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity designated on the face hereof and a remaining term to maturity closest to such Index Maturity and in an amount of at least $100 million. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the rate of interest in effect for the applicable period will be the same as the CMT Rate as adjusted for the Spread and/or Spread Multiplier, as the case may be, for the immediately preceding Interest Reset Period. The CMT Rate determined with respect to any Interest Determination Date will become effective on and as of the applicable Interest Reset Date specified on the face hereof; provided, however, that (i) the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate Basis specified on the face hereof; and (ii) the interest rate, in effect for this Security is LIBORthe ten days immediately preceding the Stated Maturity or redemption will be that in effect on the tenth day preceding such Stated Maturity or redemption. Notwithstanding the foregoing, the second London Banking Day preceding interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. The Calculation Agent shall calculate the interest rate on this Note in accordance with the foregoing on each Interest Determination Date. The Interest Rate on this Note will in no event be higher than the maximum rate permitted by Maryland law as the same may be modified by the United States law of general applicability. The Calculation Agent will, upon the request of the Holder of this Note provide to such Holder the interest rate hereon then in effect and, if different, the interest rate which will become effective as of the next applicable 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. If an auction date shall fall on any Interest Reset Date for such a Note, then such Interest Reset Date shall instead be the first New York Business Day immediately following such.

Determination of Treasury Rate. If the Interest Rate Basis specified on the face hereof is the Treasury Rate, then the interest rate on this Security with respect to each Interest Reset Date shall be calculated by the Calculation Agent and shall be the 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. "Treasury Rate", " means, with respect to each such Interest Determination Date, the rate for the most recent auction of direct obligations of the United States ("Treasury bills") having the Index Maturity specified on the face hereof as published in H.15 H.15(519) under the heading "U.S. Government securitiesSecurities--Treasury billsBills--Auction averageAverage (Investment)" or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the auction average rate (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) for such auction as otherwise made available by the United States Department of the Treasury. 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 made available as provided above by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held in a particular week (or on the preceding Friday, if applicable), then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M., New York City time, on such 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 specified Index Maturity; provided, however, that if the dealers selected as -------- ------- aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate will be the Treasury Rate in effect on such 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. If an auction date shall fall on any Interest Reset Date for such a Note, then such Interest Reset Date shall instead be the first New York Business Day immediately following suchwill