THIS NOTE IS A
GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (HEREINAFTER
DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED
IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY)
MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.
UNLESS THIS
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
TRUST (HEREINAFTER DEFINED) OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
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CUSIP No.:
74254PZH8
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Principal Amount: U.S.
$743,000
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PRINCIPAL LIFE INCOME FUNDINGS
TRUST 2008-77
PRINCIPAL
® LIFE CORENOTES ®
Original Issue
Date: September 4, 2008
Stated Maturity
Date: September 17, 2018
Settlement
Date: September 4, 2008
Securities
Exchange Listing:
o Yes
þ No. If yes,
indicate name(s) of Securities Exchange(s):
.
Depositary: The
Depository Trust Company
Authorized
Denominations: $1,000
Collateral held
in the Trust: Principal Life Insurance Company Funding Agreement
No. 4-55666, the related Principal Financial Group, Inc.
Guarantee which fully and unconditionally guarantees the payment
obligations of Principal Life Insurance Company under the Funding
Agreement, all proceeds of the Funding Agreement and the related
Guarantee and all rights and books and records pertaining to the
foregoing.
Interest Rate
or Formula:
Fixed Rate
Note:
þ Yes
o No. If yes,
Interest Rate:
5.85%
Interest Payment Frequency:
Semi-annual
Interest Payment Dates: The 15
th day of every sixth month commencing on
March 15, 2009
Day Count Convention: 30/360
Additional/Other Terms: Not
Applicable
Discount
Note:
o Yes
þ No. If
yes,
Total Amount of
Discount:
Initial Accrual Period of
Discount:
Interest Payment Dates:
Additional/Other Terms:
Redemption
Provisions:
þ Yes
o No. If yes,
Initial Redemption Date:
September 15, 2009
Additional/Other Terms: In whole only
and not in part; any redemption date will be an Interest Payment
Date falling on or after the Initial
Redemption Date.
Repayment
Provisions:
o Yes
þ No. If yes,
Repayment Date(s):
Repayment Price:
Additional/Other Terms:
Floating Rate
Note:
o Yes
þ No. If yes,
Regular Floating Rate Notes
o
Floating Rate/ Fixed Rate
Notes:
o
Interest Rate:
Interest Rate Basis(es):
LIBOR
o
o LIBOR Reuters Page:
LIBOR
Currency:
CMT Rate
o
Designated Reuters Page:
If
FEDCMT
o Weekly Average
o Monthly Average
Designated
CMT Maturity Index:
CD Rate
o
Commercial Paper Rate
o
Constant Maturity Swap Rate
o
Federal Funds Open Rate
o
Federal Funds Rate
o
Prime Rate
o
Treasury Rate
o
Spread and/or
Spread Multiplier:
Initial Interest
Rate, if any:
Initial Interest
Reset Date:
Interest
Determination Date(s):
Maximum Interest
Rate, if any:
Minimum Interest
Rate, if any:
Fixed Rate
Commencement Date, if any:
Floating Rate
Commencement Date, if any:
Fixed Interest
Rate, if any:
Regular Record
Date(s): 15 calendar days prior to the Interest Payment
Date
Sinking Fund:
Not Applicable
Calculation
Agent: Citibank, N.A.
Survivor’s Option:
þ Yes
o No.
If yes, the attached Survivor’s
Option Rider is incorporated into this Note.
Trust Put
Limitation: 2.00%
The Principal Life
Income Fundings Trust designated above (the “Trust”),
for value received, hereby promises to pay to Cede & Co., or
its registered assigns, the Principal Amount specified above on the
Stated Maturity Date specified above and, if so specified above, to
pay interest thereon from the Original Issue Date specified above
or from the most recent Interest Payment Date specified above to
which interest has been paid or duly provided for at the rate per
annum determined in accordance with the provisions on the reverse
hereof and as specified above, until the principal hereof is paid
or made available for payment. Payments of principal, premium, if
any, and interest hereon will be made in the lawful currency of the
United States of America (“U.S. Dollars” or
“United States dollars”). The “Principal
Amount” of this Note at any time means (1) if this Note
is a Discount Note (as hereinafter defined), the Amortized Face
Amount (as hereinafter defined) at such time (as defined in
Section 3(c) on the reverse hereof) and
(2) in
2
all other
cases, the Principal Amount hereof. Capitalized terms not otherwise
defined herein shall have their meanings set forth in the
Indenture, dated as of the date of the Pricing Supplement (the
“Indenture”), between Citibank, N.A., as the indenture
trustee (the “Indenture Trustee”), and the Trust, or on
the face hereof.
This Note will
mature on the Stated Maturity Date, unless its principal (or any
installment of its principal) becomes due and payable prior to the
Stated Maturity Date, whether, as applicable, by the declaration of
acceleration of maturity, notice of redemption by the Trust or
otherwise (the Stated Maturity Date or any date prior to the Stated
Maturity Date on which this Note becomes due and payable, as the
case may be, is referred to as the “Maturity
Date”).
A “Discount
Note” is any Note that has an Issue Price that is less than
100% of the Principal Amount thereof by a percentage that is equal
to or greater than 0.25% multiplied by the product of the principal
amount of the Notes and the number of full years to the Stated
Maturity Date.
Unless otherwise
specified above, the interest payable on each Interest Payment Date
or the Maturity Date will be the amount of interest accrued from
and including the Original Issue Date or from and including the
last Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, to, but excluding, such Interest
Payment Date or the Maturity Date, as the case may be.
Unless otherwise
specified above, the interest payable on any Interest Payment Date
will be paid to the Holder on the Regular Record Date for such
Interest Payment Date, which Regular Record Date shall be the
fifteenth (15th) calendar day, whether or not a Business Day,
immediately preceding the related Interest Payment Date;
provided that, notwithstanding any provision of the
Indenture to the contrary, interest payable on any Maturity Date
shall be payable to the Person to whom principal shall be payable;
and provided, further, that unless otherwise specified
above, in the case of a Note initially issued between a Regular
Record Date and the Interest Payment Date relating to such Regular
Record Date, interest for the period beginning on the Original
Issue Date and ending on such Interest Payment Date shall be paid
on the Interest Payment Date following the next succeeding Regular
Record Date to the Holder on such next succeeding Regular Record
Date.
Payments of
principal of, and premium, if any, and interest and other amounts
due and owing, if any, will be made through the Indenture Trustee
to the account of DTC or its nominee and will be made in accordance
with depositary arrangements with DTC.
Unless otherwise
specified on the face hereof, the Holder hereof will not be
obligated to pay any administrative costs imposed by banks in
making payments in immediately available funds by the Trust. Unless
otherwise specified on the face hereof, any tax assessment or
governmental charge imposed upon payments hereunder, including,
without limitation, any withholding tax, will be borne by the
Holder hereof.
REFERENCE IS
HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
A-3
Unless the
certificate of authentication hereon shall have been executed by
the Indenture Trustee pursuant to the Indenture, this Note shall
not be entitled to any benefit under such Indenture or be valid or
obligatory for any purpose.
IN WITNESS
WHEREOF, the Trust has caused this instrument to be duly executed,
by manual or facsimile signature.
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THE PRINCIPAL LIFE INCOME FUNDINGS
TRUST SPECIFIED ON THE FACE OF THIS NOTE
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Dated: Original
Issue Date
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By:
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U.S. Bank Trust
National Association, not in its individual capacity
but solely as Trustee.
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By:
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/s/ David J.
Kolibachuk
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Authorized
Officer
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CERTIFICATE OF
AUTHENTICATION
This is one of the
Notes of the Principal Life Income Fundings Trust specified on the
face of this Note referred to in the within-mentioned
Indenture.
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CITIBANK,
N.A.
As Indenture Trustee
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Dated: Original
Issue Date
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By:
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/s/ Jennifer
McCourt
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Authorized
Signatory
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A-5
Section 1. General .
This Note is one of a duly
authorized issue of Notes of the Trust. The Notes are issued
pursuant to the Indenture.
Section 2. Currency .
This Note is denominated in, and
payments of principal, premium, if any, and/or interest, if any,
will be made in U.S. Dollars.
Section 3. Determination of Interest
Rate and Certain Other Terms .
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(a)
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Fixed Rate Notes
. If this Note is
specified on the face hereof as a “Fixed Rate
Note”:
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(i) This
Note will bear interest at the rate per annum specified on the face
hereof. Interest on this Note will be computed on the basis of a
360-day year of twelve 30-day months.
(ii) Unless otherwise specified on the face
hereof, the Interest Payment Dates for this Note will be as
follows:
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Interest
Payment
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Frequency
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Interest Payment
Dates
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Fifteenth day
of each calendar month, beginning in the first calendar month
following the month this Note was issued.
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Fifteenth day
of every third calendar month, beginning in the third calendar
month following the month this Note was issued.
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Fifteenth day
of every sixth calendar month, beginning in the sixth calendar
month following the month this Note was issued.
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Fifteenth day
of every twelfth calendar month, beginning in the twelfth calendar
month following the month this Note was issued.
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(iii) If
any Interest Payment Date or the Maturity Date of this Note falls
on a day that is not a Business Day, the Trust will make the
required payment of principal, premium, if any, and/or interest or
other amounts on the next succeeding Business Day, and no
additional interest will accrue in respect of the payment made on
that next succeeding Business Day.
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(b)
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Floating Rate Notes
. If this Note is
specified on the face hereof as a “Floating Rate
Note”:
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(i) Interest
Rate Basis . Interest on this Note will be determined by
reference to the applicable Interest Rate Basis or Interest Rate
Bases, which may, as described below, include the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Constant Maturity Swap Rate,
the Federal Funds Open Rate, the Federal Funds Rate, LIBOR, the
Prime Rate or the Treasury Rate (each as defined below).
5
(ii)
Effective Rate . The rate derived from the applicable
Interest Rate Basis or Interest Rate Bases will be determined in
accordance with the related provisions below. The interest rate in
effect on each day will be based on: (1) if that day is an
Interest Reset Date, the rate determined as of the Interest
Determination Date immediately preceding that Interest Reset Date;
or (2) if that day is not an Interest Reset Date, the rate
determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date.
(iii)
Spread; Spread Multiplier; Index Maturity . The
“Spread” is the number of basis points (one
one-hundredth of a percentage point) specified on the face hereof
to be added to or subtracted from the related Interest Rate Basis
or Interest Rate Bases applicable to this Note. The “Spread
Multiplier” is the percentage specified on the face hereof of
the related Interest Rate Basis or Interest Rate Bases applicable
to this Note by which the Interest Rate Basis or Interest Rate
Bases will be multiplied to determine the applicable interest rate.
The “Index Maturity” is the period to maturity of the
instrument or obligation with respect to which the related Interest
Rate Basis or Interest Rate Bases will be calculated.
(iv) Regular
Floating Rate Note . Unless this Note is specified on the face
hereof as a Floating Rate/Fixed Rate Note, this Note (a
“Regular Floating Rate Note”) will bear interest at the
rate determined by reference to the applicable Interest Rate Basis
or Interest Rate Bases:(1) plus or minus the applicable Spread, if
any; and/or (2) multiplied by the applicable Spread
Multiplier, if any. Commencing on the first Interest Reset Date,
the rate at which interest on this Regular Floating Rate Note is
payable will be reset as of each Interest Reset Date; provided,
however , that the interest rate in effect for the period, if
any, from the Original Issue Date to the first Interest Reset Date
will be the Initial Interest Rate.
(v) Floating
Rate/Fixed Rate Notes . If this Note is specified on the face
hereof as a “Floating Rate/Fixed Rate Note”, this Note
will bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Interest Rate Bases:
(1) plus or minus the applicable Spread, if any; and/or
(2) multiplied by the applicable Spread Multiplier, if any.
Commencing on the first Interest Reset Date, the rate at which this
Floating Rate/Fixed Rate Note is payable will be reset as of each
Interest Reset Date; provided, however , that: (A) the
interest rate in effect for the period, if any, from the Original
Issue Date to the first Interest Reset Date will be the Initial
Interest Rate specified on the face hereof; and (B) the
interest rate in effect commencing on the Fixed Rate Commencement
Date will be the Fixed Interest Rate, if specified on the face
hereof, or, if not so specified, the interest rate in effect on the
day immediately preceding the Fixed Rate Commencement
Date.
(vi)
Interest Reset Dates . The period between Interest Reset
Dates will be the “Interest Reset Period.” Unless
otherwise specified on the face hereof, the Interest Reset Dates
will be, in the case of this Floating Rate Note if by its terms it
resets: (1) daily—each business day;
(2) weekly—the Wednesday of each week, with the
exception of any weekly reset Floating Rate Note as to which the
Treasury Rate is an applicable Interest
6
Rate Basis,
which will reset the Tuesday of each week;
(3) monthly—the fifteenth day of each calendar month;
(4) quarterly—the fifteenth day of March, June,
September and December of each year;
(5) semi-annually—the fifteenth day of the two months of
each year specified on the face hereof; and
(6) annually—the fifteenth day of the month of each year
specified on the face hereof; provided, however , that, with
respect to a Floating Rate/Fixed Rate Note, the rate of interest
thereon will not reset after the particular Fixed Rate Commencement
Date. If any Interest Reset Date for this Floating Rate Note would
otherwise be a day that is not a Business Day, the particular
Interest Reset Date will be postponed to the next succeeding
Business Day, except that in the case of a Floating Rate Note as to
which LIBOR is an applicable Interest Rate Basis and that Business
Day falls in the next succeeding calendar month, the particular
Interest Reset Date will be the immediately preceding Business
Day.
(vii)
Interest Determination Dates . The interest rate applicable
to a Floating Rate Note for an Interest Reset Period commencing on
the related Interest Reset Date will be determined by reference to
the applicable Interest Rate Basis as of the particular
“Interest Determination Date”, which will be:
(1) with respect to the Federal Funds Open Rate—the
related Interest Reset Date; (2) with respect to the Federal
Funds Rate and the Prime Rate—the Business Day immediately
preceding the related Interest Reset Date; (3) with respect to the
CD Rate, the Commercial Paper Rate and the CMT Rate—the
second Business Day preceding the related Interest Reset Date;
(4) with respect to the Constant Maturity Swap Rate—the
second U.S. Government Securities business day preceding the
related Interest Reset Date, provided, however, that if after
attempting to determine the Constant Maturity Swap Rate, such rate
is not determinable for a particular Interest Determination Date,
then such Interest Determination Date shall be the first U.S.
Government Securities business day preceding the original interest
determination date for which the Constant Maturity Swap Rate can be
determined; (5) with respect to LIBOR—the second London
Banking Day (as defined below) preceding the related Interest Reset
Date; and (6) with respect to the Treasury Rate—the day
of the week in which the related Interest Reset Date falls on which
day Treasury Bills (as defined below) are normally auctioned (i.e.,
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 the auction may
be held on the preceding Friday); provided, however , that
if an auction is held on the Friday of the week preceding the
related Interest Reset Date, the Interest Determination Date will
be the preceding Friday. The Interest Determination Date pertaining
to a Floating Rate Note, the interest rate of which is determined
with reference to two or more Interest Rate Bases, will be the
latest Business Day which is at least two Business Days before the
related Interest Reset Date for the applicable Floating Rate Note
on which each Interest Reset Basis is determinable. “London
Banking Day” means a day on which commercial banks are open
for business (including dealings in the LIBOR Currency) in
London.
(viii)
Calculation Dates . The interest rate applicable to each
Interest Reset Period will be determined by the Calculation Agent
on or prior to the Calculation Date (as defined below), except with
respect to LIBOR, which will be determined on the particular
Interest Determination Date. Upon request of the Holder of a
Floating Rate Note, the
7
Calculation
Agent will disclose the interest rate then in effect and, if
determined, the interest rate that will become effective as a
result of a determination made for the next succeeding Interest
Reset Date with respect to such Floating Rate Note. The
“Calculation Date”, if applicable, pertaining to any
Interest Determination Date will be the earlier of: (1) the
tenth calendar day after the particular Interest Determination Date
or, if such day is not a Business Day, the next succeeding Business
Day; or (2) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case
may be.
(ix) Maximum
or Minimum Interest Rate . If specified on the face hereof,
this Note may have either or both of a Maximum Interest Rate or a
Minimum Interest Rate. If a Maximum Interest Rate is so designated,
the interest rate for a Floating Rate Note cannot ever exceed such
Maximum Interest Rate and in the event that the interest rate on
any Interest Reset Date would exceed such Maximum Interest Rate (as
if no Maximum Interest Rate were in effect) then the interest rate
on such Interest Reset Date shall be the Maximum Interest Rate. If
a Minimum Interest Rate is so designated, the interest rate for a
Floating Rate Note cannot ever be less than such Minimum Interest
Rate and in the event that the interest rate on any Interest Reset
Date would be less than such Minimum Interest Rate (as if no
Minimum Interest Rate were in effect) then the interest rate on
such Interest Reset Date shall be the Minimum Interest Rate.
Notwithstanding anything to the contrary contained herein, the
interest rate on a Floating Rate Note shall not exceed the maximum
interest rate permitted by applicable law.
(x) Interest
Payments . Unless otherwise specified on the face hereof, the
Interest Payment Dates will be, in the case of a Floating Rate Note
which resets: (1) daily, weekly or monthly—the fifteenth
day of each calendar month or on the fifteenth day of March, June,
September and December of each year, as specified on the face
hereof; (2) quarterly—the fifteenth day of March, June,
September and December of each year; (3) semi-annually—the
fifteenth day of the two months of each year specified on the face
hereof; and (4) annually—the fifteenth day of the month
of each year as specified on the face hereof. In addition, the
Maturity Date will also be an Interest Payment Date. If any
Interest Payment Date other than the Maturity Date for this
Floating Rate Note would otherwise be a day that is not a Business
Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, except that in the case of a Floating Rate
Note as to which LIBOR is an applicable Interest Rate Basis and
that Business Day falls in the next succeeding calendar month, the
particular Interest Payment Date will be the immediately preceding
Business Day. If the Maturity Date of a Floating Rate Note falls on
a day that is not a Business Day, the Trust will make the required
payment of principal, premium, if any, and interest or other
amounts on the next succeeding Business Day, and no additional
interest will accrue in respect of the payment made on that next
succeeding Business Day.
(xi)
Rounding . Unless otherwise specified on the face hereof,
all percentages resulting from any calculation on this Floating
Rate Note will be rounded to the nearest one hundred-thousandth of
a percentage point, with five one-millionths of a percentage
point
8
rounded
upwards. All dollar amounts used in or resulting from any
calculation on this Floating Rate Note will be rounded to the
nearest cent.
(xii)
Interest Factor . With respect to this Floating Rate Note,
accrued interest is calculated by multiplying the principal amount
of such Note by an accrued interest factor. The accrued interest
factor is computed by adding the interest factor calculated for
each day in the particular Interest Reset Period. The interest
factor for each day will be computed by dividing the interest rate
applicable to such day by 360, in the case of a Floating Rate Note
as to which the CD Rate, the Commercial Paper Rate, the Federal
Funds Open Rate, the Federal Funds Rate, LIBOR or the Prime Rate is
an applicable Interest Rate Basis, or by the actual number of days
in the year, in the case of a Floating Rate Note as to which the
CMT Rate or the Treasury Rate is an applicable Interest Rate Basis.
In the case of a series of Notes that bear interest at floating
rates as to which the Constant Maturity Swap Rate is the Interest
Rate Basis, the interest factor for each day will be computed by
dividing the number of days in the interest period by 360 (the
number of days to be calculated on the base is of a year of
360 days with twelve 30-day months (unless (i) the last day of
the interest period is the 31st day of a month but the first day of
the interest period is a day other than the 30th or 31st day of a
month, in which case the month that includes that last day shall
not be considered to be shortened to a 30-day month, or
(ii) the last day of the interest period is the last day of
the month of February, in which case the month of February shall
not be considered to be lengthened to a 30-day month)). The
interest factor for a Floating Rate Note as to which the interest
rate is calculated with reference to two or more Interest Rate
Bases will be calculated in each period in the same manner as if
only the applicable Interest Rate Basis specified above
applied.
(xiii)
Determination of Interest Rate Basis . The Calculation Agent
shall determine the rate derived from each Interest Rate Basis in
accordance with the following provisions.
(A) CD Rate
Notes . If the Interest Rate Basis is the CD Rate, this Note
shall be deemed a “CD Rate Note.” Unless otherwise
specified on the face hereof, “CD Rate” means:
(1) the rate on the particular Interest Determination Date for
negotiable United States dollar certificates of deposit having the
Index Maturity specified on the face hereof as published in
H.15(519) (as defined below) under the caption “CDs
(secondary market)”; or (2) if the rate referred to in
clause (1) is not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on the particular
Interest Determination Date for negotiable United States dollar
certificates of deposit of the particular Index Maturity as
published in H.15 Daily Update (as defined below), or other
recognized electronic source used for the purpose of displaying the
applicable rate, under the caption “CDs (secondary
market)”; or (3) if the rate referred to in clause (2)
is not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as the
arithmetic mean of the secondary market offered rates as of
10:00 A.M., New York City time, on that Interest Determination
Date, of three leading non-bank dealers in negotiable United States
dollar certificates of deposit in The City of New York (which may
include the
9
purchasing
agent or its affiliates) selected by the Calculation Agent for
negotiable United States dollar certificates of deposit of major
United States money market banks for negotiable United States
certificates of deposit with a remaining maturity closest to the
particular Index Maturity in an amount that is representative for a
single transaction in that market at that time; or (4) if the
dealers so selected by the Calculation Agent are not quoting as
mentioned in clause (3), the CD Rate in effect on the particular
Interest Determination Date. “H.15(519)” means the
weekly statistical release designated as H.15(519), or any
successor publication, published by the Board of Governors of the
Federal Reserve System. “H.15 Daily Update” means the
daily update of H.15(519), available through the world-wide-web
site of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/H15/ update, or any
successor site or publication.
(B) CMT Rate
Notes . If the Interest Rate Basis is the CMT Rate, this Note
shall be deemed a “CMT Rate Note.” Unless otherwise
specified on the face hereof, “CMT Rate”
means:
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(1)
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if
Reuters Page FRBCMT is specified on the face hereof:
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i.
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the
percentage equal to the yield for United States Treasury securities
at “constant maturity” having the Index Maturity
specified on the face hereof as published in H.15(519) under the
caption “Treasury Constant Maturities”, as the yield is
displayed on Reuters Service (or any successor service) on page
FRBCMT (or any other page as may replace the specified page on that
service) (“Reuters Page FRBCMT”), for the particular
Interest Determination Date; or
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ii.
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if
the rate referred to in clause (i) does not so appear on
Reuters Page FRBCMT, the percentage equal to the yield for United
States Treasury securities at “constant maturity”
having the particular Index Maturity and for the particular
Interest Determination Date as published in H.15(519) under the
caption “Treasury Constant Maturities”; or
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iii.
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if
the rate referred to in clause (ii) does not so appear in
H.15(519), the rate on the particular Interest Determination Date
for the period of the particular Index Maturity as may then be
published by either the Federal Reserve System Board of Governors
or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate which
would otherwise have been published in H.15(519); or
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iv.
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if
the rate referred to in clause (iii) is not so published, the
rate on the particular Interest Determination Date calculated by
the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices at approximately
3:30 P.M., New York City time, on that Interest Determination Date
of three leading primary United States
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government securities dealers in The
City of New York (which may include the purchasing agent or its
affiliates) (each, a “Reference Dealer”) selected by
the Calculation Agent from five 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 United States
Treasury securities with an original maturity equal to the
particular Index Maturity, a remaining term to maturity no more
than one year shorter than that Index Maturity and in a principal
amount that is representative for a single transaction in the
securities in that market at that time; or
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v.
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if
fewer than five but more than two of the prices referred to in
clause (iv) are provided as requested, the rate on the
particular Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations
shall be eliminated; or
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vi.
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if
fewer than three prices referred to in clause (iv) are provided as
requested, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based on
the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on that Interest
Determination Date of three Reference Dealers selected by the
Calculation Agent from five 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 United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity closest to
that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that
market at that time; or
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vii.
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if
fewer than five but more than two prices referred to in clause
(vi) are provided as requested, the rate on the particular
Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither
the highest nor the lowest of the quotations will be eliminated;
or
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viii.
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if
fewer than three prices referred to in clause (vi) are provided as
requested, the CMT Rate in effect on the particular Interest
Determination Date; or
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(2)
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if
Reuters Page FEDCMT is specified on the face hereof:
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i.
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the
percentage equal to the one-week or one-month, as specified on the
face hereof, average yield for United States Treasury securities at
“constant maturity” having the Index Maturity specified
on the face hereof
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as
published in H.15(519) opposite the caption “Treasury
Constant Maturities”, as the yield is displayed on Reuters
Service (or any successor service) (on page FEDCMT or any other
page as may replace the specified page on that service)
(“Reuters Page FEDCMT”), for the week or month, as
applicable, ended immediately preceding the week or month, as
applicable, in which the particular Interest Determination Date
falls; or
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ii.
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if
the rate referred to in clause (i) does not so appear on
Reuters Page FEDCMT, the percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for
United States Treasury securities at “constant
maturity” having the particular Index Maturity and for the
week or month, as applicable, preceding the particular Interest
Determination Date as published in H.15(519) opposite the caption
“Treasury Constant Maturities”; or
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iii.
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if
the rate referred to in clause (ii) does not so appear in
H.15(519), the one-week or one-month, as specified on the face
hereof, average yield for United States Treasury securities at
“constant maturity” having the particular Index
Maturity as otherwise announced by the Federal Reserve Bank of New
York for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the particular
Interest Determination Date falls; or
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iv.
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if
the rate referred to in clause (iii) is not so published, the
rate on the particular Interest Determination Date calculated by
the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices at approximately
3:30 P.M., New York City time, on that Interest Determination Date
of three Reference Dealers selected by the Calculation Agent from
five 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 United States Treasury securities
with an original maturity equal to the particular Index Maturity, a
remaining term to maturity no more than one year shorter than that
Index Maturity and in a principal amount that is representative for
a single transaction in the securities in that market at that time;
or
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v.
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if
fewer than five but more than two of the prices referred to in
clause (iv) are provided as requested, the rate on the
particular Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations
shall be eliminated; or
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vi.
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if
fewer than three prices referred to in clause (iv) are provided as
requested, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based on
the arithmetic
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mean of the secondary market bid
prices as of approximately 3:30 P.M., New York City time, on that
Interest Determination Date of three Reference Dealers selected by
the Calculation Agent from five 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 United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity closest to
that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that
market at the time; or
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vii.
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if
fewer than five but more than two prices referred to in clause
(vi) are provided as requested, the rate on the particular
Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither
the highest nor the lowest of the quotations will be eliminated;
or
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viii.
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if
fewer than three prices referred to in clause (vi) are provided as
requested, the CMT Rate in effect on that Interest Determination
Date.
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If
two United States Treasury securities with an original maturity
greater than the Index Maturity specified on the face hereof have
remaining terms to maturity equally close to
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