Exhibit 4.7
BB&T CORPORATION
Medium-Term Notes, Series A
(Senior)
Officers’ Certificate and
Company Order
Pursuant to the Indenture Regarding
Senior Securities dated as of May 24, 1996, as amended by the
First Supplemental Indenture dated as of May 4, 2009 (as so
amended, and as may be further amended or supplemented from time to
time, the “Indenture”), between BB&T Corporation, a
North Carolina corporation formerly known as Southern National
Corporation (the “Company”), and U.S. Bank National
Association, a national banking association, as successor to the
corporate trust business of State Street and Trust Company, as
Trustee (the “Trustee”), and to resolutions adopted by
the Company’s Board of Directors on April 22, 2008, this
Officers’ Certificate and Company Order is being delivered to
the Trustee to establish the terms of a series of Securities in
accordance with Section 2.01 of the Indenture, to establish
the forms of the Securities of such series in accordance with
Section 2.01 of the Indenture, and to establish the procedures
for the authentication and delivery of specific Securities from
time to time pursuant to Section 2.04 of the Indenture. This
Officers’ Certificate and Company Order shall be treated for
all purposes under the Indenture as a supplemental indenture
thereto.
All conditions precedent provided
for in the Indenture relating to the establishment of (i) a
series of Securities, (ii) the forms of such series of
Securities, and (iii) the procedures for the authentication
and delivery of such series of Securities have been complied
with.
Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
them in the Indenture. References herein to the
“Agents” are to the Agents as defined in that certain
Distribution Agreement dated April 27, 2009, between the
Company and such Agents, pursuant to which the Notes (as defined
herein) may be sold, and such other persons who may from time to
time act as Agents with respect to the Notes.
A. Establishment of Series
pursuant to Section 2.01 of the Indenture .
There is hereby established pursuant
to Section 2.01 of the Indenture a series of Securities which
shall have the following terms:
(1) The Securities of such series
shall bear the title “Medium-Term Notes, Series A
(Senior)” (referred to herein as the
“Notes”).
(2) The aggregate principal amount
of the Notes of such series to be issued pursuant to this
Officers’ Certificate is unlimited.
(3) Interest will be payable to the
person in whose name a Note (or one or more predecessor Notes) is
registered at the close of business on the Regular Record Date
(as
defined below) next preceding each Interest
Payment Date (as defined below); provided, however , that
interest payable at maturity or upon redemption will be payable to
the person to whom principal shall be payable.
(4) Each Note within such series
shall mature on a date nine months or more from its date of issue
as specified in such Note and in the applicable Pricing Supplement;
provided, however , that no Commercial Paper Rate Note (as
defined below) shall mature less than nine months and one day from
its date of issue. If the Maturity Date or Redemption Date
specified in the applicable Pricing Supplement for any Note is a
day that is not a Business Day, principal will be paid on the next
day that is a Business Day with the same force and effect as if
made on such specified Maturity Date or Redemption Date, as
applicable.
With respect to the Notes of this
series, “Business Day” has the following meanings,
unless the applicable Pricing Supplement specifies
otherwise:
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Except as set forth below, a
Business Day is any day that is not a Saturday or Sunday or Federal
Reserve holiday and that is not a day that banking institutions in
New York City or Winston-Salem, North Carolina are generally
authorized or obligated by law or executive order to
close.
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For LIBOR Notes issued in U.S.
dollars, a Business Day, with respect to any payment, is any day
that is not a Saturday or Sunday or Federal Reserve holiday and
that is not a day that banking institutions in New York City or
Winston-Salem, North Carolina are generally authorized or obligated
by law or executive order to close, and is also a London Business
Day, and with respect to an Interest Determination Date, is a
London Business Day.
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For Notes denominated in euro,
the term Business Day means any day that is not a Saturday or
Sunday or Federal Reserve holiday and that is not a day that
banking institutions in New York City or Winston-Salem, North
Carolina are generally authorized or obligated by law or executive
order to close and is also a TARGET Business Day.
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For Notes denominated in a
Specified Currency other than euro, the term Business Day means any
day that is not a Saturday or Sunday or Federal Reserve holiday and
that is not a day that banking institutions in New York City or
Winston-Salem, North Carolina are generally authorized or obligated
by law or executive order to close, and is also a day on which
commercial banks and foreign exchange markets settle payments in
the Principal Financial Center of the country of the relevant
Specified Currency (if other than New York City).
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Unless otherwise specified in the
applicable Pricing Supplement, the “Principal Financial
Center” of any country for the purpose of the foregoing
definition is as provided in the 2006 ISDA Definitions, as amended
and updated from time to time, published by the International Swaps
and Derivatives Association, Inc.
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“London Business Day”
means any day on which dealings in U.S. dollars are transacted in
the London interbank market.
“TARGET Business Day”
means a day on which the Trans-European Automated Real Time Gross
Settlement Express Transfer System is operating.
(5) Each Note within such series
that bears interest will bear interest at either (a) a fixed
rate (such Notes being referred to as the “Fixed Rate
Notes”) or (b) a floating rate determined by reference
to one or more base rates, which may be adjusted by a Spread and/or
Spread Multiplier (each as defined below) (such Notes being
referred to as the “Floating Rate Notes”). Notes within
such series may also be issued as “Zero Coupon Notes”
which do not provide for any periodic payments of interest. Notes
may be issued as Original Issue Discount Notes at a discount from
the principal amount thereof due at the stated maturity as
specified in the applicable Pricing Supplement. Any Floating Rate
Note may also have either or both of the following as set forth in
the applicable Pricing Supplement: (i) a maximum interest rate
limitation, or ceiling, on the rate at which interest will accrue
during any Interest Reset Period (a “Maximum Interest
Rate”); and (ii) a minimum interest rate limitation, or
floor, on the rate at which interest will accrue during any
Interest Reset Period (a “Minimum Interest Rate”). The
interest rate on a 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. Under present New York
law, the maximum rate of interest is (on a simple interest basis)
16% for a loan of less than $250,000, 25% for a loan of at least
$250,000 but less than $2,500,000, and unlimited for a loan of
$2,500,000 or more. The applicable Pricing Supplement may designate
any of the following base rates (“Base Rates”) as
applicable to each Floating Rate Note: (a) the Commercial
Paper Rate, in which case such Note will be a “Commercial
Paper Rate Note”; (b) EURIBOR, in which case such Note
will be a “EURIBOR Note”; (c) the Federal Funds
Rate, in which case such Note will be a “Federal Funds Rate
Note”; (d) LIBOR, in which case such Note will be a
“LIBOR Note”; (e) the Prime Rate, in which case
such Note will be a “Prime Rate Note”; (f) the CD
Rate, in which case such Note will be a “CD Rate Note”;
(g) the Treasury Rate, in which case such Note will be a
“Treasury Rate Note”; (h) the CMT Rate, in which
case such Note will be a “ CMT Rate Note”; or
(i) one or more other Base Rates.
The interest rate on each Floating
Rate Note for each Interest Period will be determined by reference
to (i) the applicable Base Rates specified in the applicable
Pricing Supplement for such Interest Period, plus or minus any
applicable Spread and/or multiplied by any applicable Spread
Multiplier. The “Spread” is the number of basis points,
each one-hundredth of a percentage point, specified in the
applicable Pricing Supplement to be added or subtracted from the
Base Rate for a Floating Rate Note. For example, if a Note bears
interest at LIBOR plus one basis point, or .01%, and the
Calculation Agent (as defined below) determines that LIBOR is
5.00% per annum, the Note will bear interest at 5.01% per
annum until the next Interest Reset Date (as defined below). The
“Spread Multiplier” is the percentage specified in the
applicable Pricing Supplement to be applied to the Base Rate for a
Floating Rate Note. For example, if a Note bears interest at 90% of
LIBOR, and the Calculation Agent determines that LIBOR is
5.00% per annum, the Note will bear interest at 4.50% per
annum until the next Interest Reset Date.
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Each Note that bears interest will
bear interest from and including its date of issue (or other
specified date on which interest begins to accrue) or from and
including the most recent Interest Payment Date on which interest
on such Note (or one or more predecessor Notes) has been paid or
duly provided for (i) at the fixed rate per annum applicable
to the related Interest Period, or (ii) at a rate per annum
determined pursuant to the Base Rates applicable to the related
Interest Period or Interest Periods, in each case as specified
therein and in the applicable Pricing Supplement, until the
principal thereof is paid or made available for payment. Interest
will be payable on each Interest Payment Date and at maturity or,
if applicable, upon redemption. The first payment of interest on
any Note originally issued after a Regular Record Date and on or
before an Interest Payment Date will be made on the Interest
Payment Date following the next succeeding Regular Record Date to
the registered holder on such next succeeding Regular Record Date.
Interest rates and Base Rates are subject to change by the Company
from time to time but no such change will affect any Note
theretofore issued or which the Company has agreed to issue. Unless
otherwise specified in the applicable Pricing Supplement, the
“Interest Payment Dates” and the “Regular Record
Dates” for Fixed Rate Notes shall be as described below under
“Fixed Rate Notes”, and the “Interest Payment
Dates” and the “Regular Record Dates” for
Floating Rate Notes shall be as described below under
“Floating Rate Notes”.
The applicable Pricing Supplement
will specify, among other things: (i) the issue price,
Interest Payment Dates and Regular Record Dates; (ii) with
respect to any Fixed Rate Note, the interest rate; (iii) with
respect to any Floating Rate Note, the Initial Interest Rate (as
defined below), the method (which may vary from Interest Period to
Interest Period) of calculating the interest rate applicable to
each Interest Period (including, if applicable, the fixed rate per
annum applicable to one or more Interest Periods), the period to
maturity of any instrument on which the Base Rate for any Interest
Period is predicated (the “Index Maturity”), the Spread
and/or Spread Multiplier, the Interest Determination Dates (as
defined below), the Interest Reset Dates and any Minimum Interest
Rate or Maximum Interest Rate; (iv) whether such Note is an
Original Issue Discount Note; and (v) any other terms related
to interest on the Notes.
Fixed Rate Notes
Each Fixed Rate Note, whether or not
issued as an Original Issue Discount Note, will bear interest at
the annual rate specified therein and in the applicable Pricing
Supplement. Unless otherwise specified in the applicable Pricing
Supplement, the Interest Payment Dates for the Fixed Rate Notes
will be on February 1 and August 1 of each year and at
maturity or, if applicable, upon redemption, and the Regular Record
Dates for the Fixed Rate Notes will be on the day (whether or not a
Business Day) 15 calendar days preceding each Interest Payment
Date. Unless otherwise specified in the applicable Pricing
Supplement, interest payments for Fixed Rate Notes shall be the
amount of interest accrued to, but excluding, the relevant Interest
Payment Date. Interest on Fixed Rate Notes will be computed and
paid on the basis of a 360-day year of twelve 30-day months. In the
event that any Interest Payment Date or any applicable Redemption
Date on a Fixed Rate Note is not a Business Day, such Interest
Payment Date or Redemption Date shall be postponed to the next day
that is a Business Day, and no interest will accrue for the period
from and after the scheduled Interest Payment Date or Redemption
Date, as the case may be.
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Floating Rate Notes
Unless otherwise specified in the
applicable Pricing Supplement and except as provided below,
interest on Floating Rate Notes will be payable on the following
Interest Payment Dates: in the case of Floating Rate Notes with a
daily, weekly or monthly Interest Reset Date, on the third
Wednesday of each month of each year; in the case of Floating Rate
Notes with a quarterly Interest Reset Date, on the third Wednesday
of March, June, September and December of each year; in the case of
Floating Rate Notes with a semi-annual Interest Reset Date, on the
third Wednesday of the two months of each year specified in the
applicable Pricing Supplement; and in the case of Floating Rate
Notes with an annual Interest Reset Date, on the third Wednesday of
the month of each year specified in the applicable Pricing
Supplement. Interest will also be paid at maturity or, if
applicable, upon redemption. Unless otherwise specified in the
applicable Pricing Supplement, the Regular Record Dates for the
Floating Rate Notes will be the day (whether or not a Business Day)
15 calendar days preceding each Interest Payment Date. In the event
that any Interest Payment Date for any Floating Rate Note is not a
Business Day, such Interest Payment Date shall be postponed to the
next day that is a Business Day, provided that, for LIBOR
Notes and EURIBOR Notes, if such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day.
The rate of interest on each
Floating Rate Note will be reset daily, weekly, monthly, quarterly,
semi-annually or annually (such specified period, an
“Interest Reset Period”, and the date on which each
such reset occurs, an “Interest Reset Date”), as
specified in the applicable Pricing Supplement. Unless otherwise
specified in the applicable Pricing Supplement, the Interest Reset
Date will be as follows: in the case of Floating Rate Notes which
are reset daily, each Business Day; in the case of Floating Rate
Notes (other than Treasury Rate Notes) which are reset weekly, the
Wednesday of each week; in the case of Floating Rate Notes that are
Treasury Rate Notes which are reset weekly, the Tuesday of each
week (except if the auction date falls on a Tuesday, then the next
Business Day); in the case of Floating Rate Notes which are reset
monthly, the third Wednesday of each month; in the case of Floating
Rate Notes which are reset quarterly, the third Wednesday of March,
June, September and December of each year; in the case of Floating
Rate Notes which are reset semi-annually, the third Wednesday of
the two months of each year specified in the applicable Pricing
Supplement; and in the case of Floating Rate Notes which are reset
annually, the third Wednesday of the month of each year specified
in the applicable Pricing Supplement.
The interest rate in effect from the
date of issue to the first Interest Reset Date with respect to a
Floating Rate Note (the “Initial Interest Rate”) will
be as specified in the applicable Pricing Supplement. If any
Interest Reset Date for any Floating Rate Note would otherwise be a
day that is not a Business Day, such Interest Reset Date shall be
postponed to the next day that is a Business Day, provided
that, for LIBOR Notes and EURIBOR Notes, if such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall
be the immediately preceding Business Day.
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Unless otherwise specified in the
applicable Pricing Supplement, the interest rate determined with
respect to any Interest Determination Date will become effective on
and as of the next succeeding Interest Reset Date. As used herein,
“Interest Determination Date” means the date as of
which the interest rate for a Floating Rate Note is to be
calculated, to be effective as of the following Interest Reset Date
and calculated on the related Calculation Date (as defined below).
Unless otherwise specified in the applicable Pricing Supplement,
the Interest Determination Date pertaining to any Interest Reset
Date will be: for a Commercial Paper Rate Note, a CD Rate Note or a
CMT Rate Note (the “Commercial Paper Rate Interest
Determination Date”, the “CD Rate Interest
Determination Date”, and the “CMT Rate Interest
Determination Date,” respectively), the second Business Day
prior to such Interest Reset Date; for Federal Funds Rate Notes and
Prime Rate Notes (the “Federal Funds Rate Interest
Determination Date” and the “Prime Rate Interest
Determination Date”, respectively), the Business Day
immediately preceding the related Interest Reset Date; for EURIBOR
Notes (the “EURIBOR Interest Determination Date”), the
second TARGET Business Day before the Interest Reset Date; for
LIBOR Notes (the “LIBOR Interest Determination Date”),
the second London Business Day before the Interest Reset Date; and
for a Treasury Rate Note (the “Treasury Rate Interest
Determination Date”) will be the Business Day (other than the
Interest Reset Date) on which Treasury Bills (as defined below)
would normally be auctioned in the week in which such Interest
Reset Date falls. 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, although
it may be held on the preceding Friday. If, as the result of a
legal holiday, an auction is so held on the preceding Friday, such
Friday will be the Treasury Rate 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 a Treasury Rate Note, then such Interest Reset Date
shall instead be the first Business Day immediately following such
auction date. The Interest Determination Date pertaining to a
Floating Rate Note the interest rate of which is determined by
reference to two or more Base Rates will be the latest Business Day
which is at least two Business Days prior to such Interest Reset
Date for such Floating Rate Note on which each such Base Rate is
determinable.
Unless otherwise specified in the
applicable Pricing Supplement, interest payments on an Interest
Payment Date for a Floating Rate Note will include interest accrued
from, and including, the most recent Interest Payment Date on which
interest has been paid or duly provided for (or, from, and
including, the date of issue, or any date specified in the
applicable Pricing Supplement as the date on which interest begins
to accrue, if no interest has been paid or duly provided for with
respect to such Floating Rate Note). Interest will accrue to, but
excluding, the next Interest Payment Date (each such interest
accrual period, an “Interest Period”), or if earlier
the date on which the principal is paid or duly made available for
payment. Accrued interest from the date of issue, from such other
specified date on which interest begins to accrue or from the last
date to which interest has been paid or duly provided for to the
date for which interest is being calculated shall be calculated by
multiplying the face amount of a Floating Rate Note by the
applicable accrued interest factor (the “Accrued Interest
Factor”). The Accrued Interest Factor shall be computed by
adding together the interest factors calculated for each day in the
relevant Interest Period. Unless otherwise specified in the
applicable Pricing Supplement, the interest factor for each such
day shall be computed by dividing the per annum interest rate,
expressed as a decimal, applicable to such day by 360 in the case
of Commercial
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Paper Rate Notes, Federal Funds Rate Notes,
LIBOR Notes, EURIBOR Notes, Prime Rate Notes, and CD Rate Notes, or
by the actual number of days in the year in the case of Treasury
Rate Notes and CMT Rate Notes. The interest rate in effect on each
day will be (i) if such day is an Interest Reset Date, the
interest rate with respect to the Interest Determination Date
pertaining to such Interest Reset Date or (ii) if such day is
not an Interest Reset Date, the interest rate with respect to the
Interest Determination Date relating to the next preceding Interest
Reset Date, subject in either case to any Maximum Interest Rate or
Minimum Interest Rate referred to above or in the applicable
Pricing Supplement.
Unless otherwise specified in the
applicable Pricing Supplement, U.S. Bank National Association will
be the “Calculation Agent”. On or before each
Calculation Date, the Calculation Agent will determine the interest
rate in accordance with the foregoing and as described below with
respect to the applicable Base Rate and notify the Company and the
Paying Agent. The Paying Agent will determine the Accrued Interest
Factor applicable to any such Floating Rate Note. The Paying Agent
will, upon the request of the holder of any Floating Rate Note,
provide the interest rate then in effect and the interest rate
which will become effective as a result of a determination made
with respect to the most recent Interest Determination Date with
respect to such Floating Rate Note. The determinations of interest
rates made by the Calculation Agent shall, in the absence of
manifest error, be conclusive and binding, and neither the Trustee
nor the Paying Agent shall have the duty to verify determinations
of interest rates made by the Calculation Agent. The determinations
of Accrued Interest Factors made by the Paying Agent shall, in the
absence of manifest error, be conclusive and binding. Unless
otherwise specified in the applicable Pricing Supplement, the
“Calculation Date”, if applicable, pertaining to any
Interest Determination Date on a Floating Rate Note will be the
earlier of (i) the tenth calendar day after such Interest
Determination Date, or, if any such day is not a Business Day, the
following Business Day, and (ii) the Business Day before the
applicable Interest Payment Date, Redemption Date or Maturity Date,
as the case may be.
Unless otherwise specified in the
applicable Pricing Supplement, all percentages resulting from any
calculation on Floating Rate Notes will be rounded, if necessary,
to the nearest one hundred-thousandth of one percentage point, with
five one-millionths of one percentage point rounded upward (e.g.,
9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655)
and 9.876544% (or .09876544) will be rounded to 9.87654% (or
.0987654)); all calculations of the Accrued Interest Factor for any
day on Floating Rate Notes will be rounded, if necessary, to the
nearest one hundred-millionth, with five one-billionths rounded
upward (e.g. .098765455 will be rounded to .09876546 and .098765454
will be rounded to .09876545); and all dollar amounts used in or
resulting from such calculations on Floating Rate Notes will be
rounded to the nearest cent (with one-half cent being rounded
upward).
Commercial Paper Rate
. If the Base Rate specified with
respect to any Interest Period for a Floating Rate Note is the
Commercial Paper Rate, such Floating Rate Note shall be a
“Commercial Paper Rate Note” with respect to such
Interest Period and the interest rate with respect to such Floating
Rate Note for any Interest Reset Date relating to such Interest
Period shall be the Commercial Paper Rate as adjusted by the Spread
and/or Spread Multiplier, if any, specified in the Commercial Paper
Rate Note and in the applicable Pricing Supplement.
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Commercial Paper Rate Notes will be subject to
the Minimum Interest Rate and Maximum Interest Rate, if
any.
Unless otherwise specified in the
applicable Pricing Supplement, “Commercial Paper Rate”
means, with respect to any Commercial Paper Rate Interest
Determination Date, the Money Market Yield (calculated as described
below) of the rate on that date for commercial paper having the
Index Maturity specified in the applicable Pricing Supplement as
published in “Statistical Release H.15(519), Selected
Interest Rates” or any successor publication of the Board of
Governors of the Federal Reserve System (“H.15
(519)”) under the heading “Commercial Paper
— Nonfinancial.”
Unless the applicable Pricing
Supplement specifies otherwise, the following procedures will be
followed if the Commercial Paper Rate cannot be determined as
described above: (I) If the rate is not published by 3:00
p.m., New York City time, on the Calculation Date relating to the
Commercial Paper Rate Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield of the rate on
the Commercial Paper Rate Interest Determination Date for
commercial paper having the Index Maturity specified in the
applicable Pricing Supplement as set forth in the daily update of
H.15(519), available through the worldwide website of the Board of
Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor
site or publication (the “H.15 Daily Update”) under the
heading “Commercial Paper — Nonfinancial;” (II)
If by 3:00 p.m., New York City time, on the Calculation Date the
rate is not published in either H.15(519) or the H.15 Daily Update,
then the Calculation Agent shall determine the Commercial Paper
Rate to be the Money Market Yield of the arithmetic mean of the
offered rates as of 11:00 a.m., New York City time, on the
Commercial Paper Rate Interest Determination Date, of three leading
dealers of commercial paper in New York City selected by the
Calculation Agent, after consultation with the Company, for
commercial paper having the Index Maturity specified in the
applicable Pricing Supplement placed for an industrial issuer whose
bond rating is “AA,” or the equivalent, from a
nationally recognized statistical rating agency; provided,
however , that if the dealers selected by the Calculation Agent
are not quoting as described above in this sentence, the Commercial
Paper Rate in effect immediately before the Commercial Paper Rate
Interest Determination Date will not change and will remain the
Commercial Paper Rate in effect on such Commercial Paper Rate
Interest Determination Date.
“Money Market Yield”
shall be a yield calculated in accordance with the following
formula:
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Money Market Yield =
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D x 360
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x 100
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360 - (D x M)
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where “D” refers to the
applicable per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal, and “M”
refers to the actual number of days in the Interest Period for
which the interest is being calculated.
Federal Funds Rate
. If the Base Rate specified with
respect to any Interest Period for a Floating Rate Note is the
Federal Funds Rate, such Floating Rate Note shall be a
“Federal
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Funds Rate Note” with respect to such
Interest Period and the interest rate with respect to such Floating
Rate Note for any Interest Reset Date relating to such Interest
Period shall be the Federal Funds Rate as adjusted by the Spread
and/or Spread Multiplier, if any, specified in the Federal Funds
Rate Note and in the applicable Pricing Supplement. Federal Funds
Rate Notes will be subject to the Minimum Interest Rate and Maximum
Interest Rate, if any. The Federal Funds Rate will be calculated by
reference to either the Federal Funds (Effective) Rate, the Federal
Funds Open Rate or the Federal Funds Target Rate, as specified in
the Federal Funds Rate Note and in the applicable Pricing
Supplement.
Unless otherwise specified in the
applicable Pricing Supplement, “Federal Funds Rate”
means the rate determined by the Calculation Agent, with respect to
any Federal Funds Rate Interest Determination Date, in accordance
with the following provisions:
(I) If “Federal Funds
(Effective) Rate” is the specified Federal Funds Rate in the
applicable Pricing Supplement, the Federal Funds Rate as of the
applicable Federal Funds Rate Interest Determination Date shall be
the rate with respect to such date for United States dollar federal
funds as published in H.15(519) opposite the caption “Federal
Funds (Effective),” as such rate is displayed on Reuters on
page FEDFUNDS1 (or any other page as may replace such page on such
service) (“Reuters Page FEDFUNDS1”) under the heading
“EFFECT,” or, if such rate is not so published by 3:00
p.m., New York City time, on the Calculation Date, the rate with
respect to such Federal Funds Rate Interest Determination Date for
United States dollar federal funds as published in H.15 Daily
Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption “Federal
funds (effective).” If such rate does not appear on Reuters
Page FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 p.m., New
York City time, on the related Calculation Date, then the Federal
Funds Rate with respect to such Federal Funds Rate Interest
Determination Date shall be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction
in overnight United States dollar federal funds arranged by three
leading brokers of U.S. dollar federal funds transactions in New
York City (which may include the Agents or their affiliates)
selected by the Calculation Agent, prior to 9:00 a.m., New York
City time, on the Business Day following such Federal Funds Rate
Interest Determination Date; provided, however , that if the
brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of
such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
(II) If “Federal Funds Open
Rate” is the specified Federal Funds Rate in the applicable
Pricing Supplement, the Federal Funds Rate as of the applicable
Federal Funds Rate Interest Determination Date shall be the rate on
such date under the heading “Federal Funds” for the
relevant Index Maturity and opposite the caption “Open”
as such rate is displayed on Reuters on page 5 (or any other page
as may replac