BOEING CAPITAL CORPORATION SUBORDINATED MEDIUM-TERM NOTE, SERIES XII

Exhibit 4(d)

[FACE OF NOTE]

CUSIP NO.:

REGISTERED

PRINCIPAL AMOUNT:

No. SUB/FLR -

BOEING CAPITAL CORPORATION

SUBORDINATED MEDIUM-TERM NOTE, SERIES XII

(FLOATING RATE)

Due from 9 Months to 30 Years from Date of Issue

If the registered owner of this Security (as indicated below) is The Depository Trust Company (the “ Depository ”) or a nominee of the Depository, this Security is a Global Security and the following two legends apply:

Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.

Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.

IF APPLICABLE, THE “ TOTAL AMOUNT OF OID ”, “ YIELD TO MATURITY ” AND “ INITIAL ACCRUAL PERIOD OID ” (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“ OID ”) RULES.

2

BOEING CAPITAL CORPORATION, a Delaware corporation (herein referred to as the “ Company ”, which term includes any successor corporation under the Subordinated Indenture hereinafter referred to), for value received, hereby promises to pay to                                 , or registered assigns, the principal sum of                              in the Specified Currency on the Stated Maturity Date shown above (except to the extent redeemed or repaid prior to the Stated Maturity Date) and to pay interest thereon at the Initial Interest Rate shown above from the Original Issue Date shown above until the first Interest Reset Date shown above following the Original Issue Date (if the first Interest Reset Date is later than the Original Issue Date) and thereafter at the interest rate determined by reference to the Base Rate shown above, plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, shown above, or determined by reference to such other formula or adjusted in such other manner, in each case calculated in accordance with the provisions on the reverse hereof, until the principal hereof is paid or duly made available for payment. The Company will pay interest on each Interest Payment Date, if any, specified above, commencing with the first Interest Payment Date next succeeding the Original Issue Date, and on the Stated Maturity Date, any Redemption Date or Repayment Date (such terms together are hereinafter referred to as the “ Maturity Date ” with respect to the principal repayable on such date); provided , however , that any payment of principal (or premium, if any) or interest, if any, to be made on any Interest Payment Date or on the Maturity Date that is not a Business Day (as defined below) shall be made on the next succeeding Business Day (except that if the Base Rate specified above is LIBOR or EURIBOR, and such day falls in the next succeeding calendar month, such payment will be made on the next preceding Business Day) as described on the reverse hereof. For purposes of this Security unless otherwise specified on the face hereof, “ Business Day ” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided , however , that, if this Security is denominated or payable in a Specified Currency, such day is also not a day on which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as defined below) of the country issuing the Specified Currency or, if the Specified Currency is the euro, such day is also a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System is open (“TARGET Business Day”); provided further that, if the Base Rate specified above is LIBOR, such day is also a London Business Day. “ London Business Day ” means a day on which commercial banks are open for business (including dealings in the LIBOR Currency) in London. “ Principal Financial Center ” means (i) the capital city of the country issuing the Specified Currency or (ii) the capital city of the country to which the LIBOR Currency specified above relates, as applicable, except, in the case of (i) or (ii) above, that with respect to U.S. dollars, Australian dollars, Canadian dollars, New Zealand dollars, and Swiss francs, the “ Principal Financial Center ” shall be The City of New York, Sydney, Toronto, Auckland, and Zurich, respectively, and in the event the LIBOR Currency is euro, the “ Principal Financial Center ” shall be London.

Any interest hereon is accrued from, and including, the next preceding Interest Payment Date in respect of which interest, if any, has been paid or duly provided for (or from and including the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the succeeding Interest Payment Date or the Maturity Date, as the case may be (each an “ Interest Period ”). The interest, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Subordinated Indenture (referred to on the reverse hereof), be paid to the person (the “ Holder ”) in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the fifteenth calendar day (whether or not a Business Day)

3

next preceding such Interest Payment Date (unless other Regular Record Dates are specified on the face hereof) (each a “ Regular Record Date ”); provided , however , that, if this Security was issued between a Regular Record Date and the initial Interest Payment Date relating to such Regular Record Date, interest, if any, for the period beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the Holder hereof on such next succeeding Regular Record Date; and provided further that interest, if any, payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date (“ Defaulted Interest ”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “ Special Record Date ”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given to the Holder of this Security not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Subordinated Indenture.

Unless otherwise specified above, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency shown above unless the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect hereof into U.S. dollars in the manner described on the reverse hereof; provided , however , that the Holder hereof may, if so indicated above, elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest in such Specified Currency by delivery of a written request to the corporate trust office of the Trustee in The City of New York on or prior to the applicable Regular Record Date or at least fifteen calendar days prior to the Maturity Date, as the case may be. Such request may be in writing (mailed or hand delivered) or by cable, telex or other form of facsimile transmission. The Holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest, if any, payments and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Regular Record Date or at least fifteen calendar days prior to the Maturity Date, as the case may be.

Notwithstanding the foregoing, if the Specified Currency is other than U.S. dollars and the Company determines that such Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls or other circumstances beyond the Company’s control, the Company will be entitled to satisfy its obligations to the Holder hereof by making such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the “ Market Exchange Rate ”) as computed by the Exchange Rate Agent on the second Business Day prior to such payment or, if not then available, on the basis of the most recently available Market Exchange Rate or as otherwise indicated on the face hereof. Any payment made in U.S. dollars under such circumstances shall not constitute an Event of Default (as defined in the Subordinated Indenture).

4

In the event of an official redenomination of the Specified Currency, the obligations of the Company with respect to payments on this Security shall, in all cases, be deemed, immediately following such redenomination, to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. Except as set forth above, in no event shall any adjustment be made to any amount payable hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to fluctuations in exchange rates.

Until this Security is paid in full or payment therefor in full is duly provided for, the Company will at all times maintain a Paying Agent (which Paying Agent may be the Trustee) in The City of New York (which, unless otherwise specified above, shall be the “ Place of Payment ”). The Company has initially appointed Deutsche Bank Trust Company Americas, at its corporate trust office in The City of New York, as Paying Agent.

If the Specified Currency shown above is U.S. dollars or the Specified Currency shown above is a Foreign Currency, and the Holder has not elected to exercise its option, if any, to receive payments in such Specified Currency, (i) payment of interest on this Security (other than on the Maturity Date) will be made in U.S. dollars by check mailed to the registered address of the Holder hereof, or at the Company’s option, by wire transfer to a bank account maintained by the Holder and (ii) the principal of this Security, premium, if any, together with the interest accrued and unpaid thereon, due at the Maturity Date shall be paid in U.S. dollars in immediately available funds upon surrender of this Security at the corporate trust office of the Trustee in The City of New York, or, at the Company’s option, by wire transfer to such bank account of immediately available funds in U.S. dollars to an account with a bank designated at least fifteen calendar days prior to the Maturity Date by the Holder hereof, provided such bank has appropriate facilities to receive such payments and this Security is presented and surrendered at the office or agency designated by the Company for such purpose in the Borough of Manhattan, The City of New York, in time for the Trustee to make such payments in such funds in accordance with its normal procedures. If the Specified Currency shown above is a Foreign Currency and the Holder is entitled to elect, and has elected, to receive payments in such Specified Currency, (i) interest due on an Interest Payment Date other than the Maturity Date will be paid by check in the Specified Currency mailed to the registered address of the Holder hereof or, at our option, by wire transfer in the Specified Currency to a bank account maintained by the Holder in the country of the Specified Currency and (ii) the principal of, premium, if any, and interest on this Security due on the Maturity Date will be paid in the Specified Currency in immediately available funds upon surrender of this Security at the corporate trust office of the Trustee in The City of New York, or, at the Company’s option, by wire transfer to such bank account of immediately available funds in the Specified Currency to an account with a bank designated at least 15 calendar days prior to the Maturity Date by the Holder, provided , in the case of (ii), the particular bank has appropriate facilities to make these payments and this Security is presented and surrendered at the office or agency maintained by the Company for this purpose in the Borough of Manhattan, The City of New York, in time for the Trustee to make these payments in accordance with its normal procedures. The Company will pay any administrative costs imposed by banks in making payments in immediately available funds but, except as otherwise provided under Additional Amounts above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are made.

5

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATING TO SUBORDINATION OF THIS SECURITY TO THE COMPANY’S SENIOR INDEBTEDNESS.

Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Subordinated Indenture or be valid or obligatory for any purpose.

6

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.

[REVERSE OF NOTE]

BOEING CAPITAL CORPORATION

SUBORDINATED MEDIUM-TERM NOTE, SERIES XII

Section 1. General . This Security is one of a duly authorized issue of securities (herein called the “ Securities ”) of the Company, issued and to be issued in one or more series under a subordinated indenture for the issuance of subordinated debentures, notes or other evidences of indebtedness, dated as of August 31, 2000 as it may be supplemented from time to time (herein called the “ Subordinated Indenture ”), between the Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Subordinated Indenture with respect to a series of which this Security is a part), to which Subordinated Indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof which is unlimited in aggregate principal amount.

Section 2. Payments . If the Specified Currency is other than U.S. dollars and the Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the “ Exchange Rate Agent ”) based on the highest bid quotation in The City of New York at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all Holders of Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three such bid quotations are not available, payments will be made in the Specified Currency. All currency exchange costs will be borne by the Holder of the Security by deductions from such payments.

All determinations referred to above made by the Exchange Rate Agent will be at its sole discretion (except to the extent expressly provided that any determination is subject to approval by the Company) and, in the absence of manifest error, will be conclusive for all purposes and binding on the Holder of this Security, and the Exchange Rate Agent will have no liability therefor.

All currency exchange costs will be borne by the Company unless the Holder of this Security has made the election to receive payments in the Specified Currency. In that case, the Holder shall bear its pro rata portion of currency exchange costs, if any, by deductions from payments otherwise due to such Holder.

References herein to “ U.S. dollars ” or “ U.S. $ ” or “ $ ” are to the currency of the United States of America.

Section 3. Interest Rate Calculations . Unless otherwise set forth on the face hereof, the following provisions of this Section 3 shall apply to the calculation of interest on this Security. If the first Interest Reset Date is later than the Original Issue Date, this Security will bear interest from its Original Issue Date to the first Interest Reset Date at the Initial Interest Rate set forth on the face hereof. Thereafter, the interest rate hereon for each Interest Reset Period (as defined below) will be determined by reference to the Base Rate set forth on the face hereof, as adjusted by the Spread, the Spread Multiplier or other formula, if any, set forth on the face hereof.

As set forth on the face hereof, this Security may also have either or both of the following: (i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any Interest Period (as defined below) (“ Maximum Interest Rate ”); and (ii) a minimum limitation, or floor, on the rate at which interest may accrue during any Interest Period (“ Minimum Interest Rate ”). In addition to any Maximum Interest Rate that may be set forth on the face hereof, the interest rate on this Security 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.

8

The rate of interest hereon will be reset daily, weekly, monthly, quarterly, semi-annually or annually or at another interval (each, an “ Interest Reset Period ”), as set forth on the face hereof. The date or dates on which interest will be reset (each, an “ Interest Reset Date ”) will be, if this Security resets (i) daily, each Business Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set forth on the face hereof is the Treasury Rate); (iii) weekly and if the Base Rate set forth on the face hereof is the Treasury Rate, the Tuesday of each week (except as provided below); (iv) monthly, the third Wednesday of each month; (v) quarterly, the third Wednesday of March, June, September and December of each year; (vi) semi-annually, the third Wednesday of the two months set forth on the face hereof; and (vii) annually, the third Wednesday of the month set forth on the face hereof. If the Base Rate set forth on the face hereof is the Treasury Rate and a Treasury auction shall fall on the Interest Reset Date for this Security, then such Interest Reset Date shall instead be the first Business Day immediately following such Treasury auction. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that, if the Base Rate set forth on the face hereof is LIBOR or EURIBOR, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.

The face hereof describes the initial interest rate formula on each Note. That rate is effective until the following Interest Reset Date. Thereafter, the interest rate will be the rate determined on each Interest Determination Date. Each time a new interest rate is determined, it becomes effective on the subsequent Interest Reset Date. If any Interest Reset Date is not a Business Day, then the Interest Reset Date is postponed to the next Business Day, except, in the case of a LIBOR or EURIBOR Note, in which case, if the next Business Day is in the next calendar month, the Interest Reset Date is the immediately preceding Business Day.

The interest payable hereon on each Interest Payment Date and on the Maturity Date shall be the amount of interest accrued from and including the Original Issue Date or the last Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to, but excluding, the applicable Interest Payment Date or the Maturity Date (each such period, an “ Interest Period ”). If the Maturity Date falls on a day which is not a Business Day, the payment of principal, premium, if any, and interest with respect to the Maturity Date will be paid on the next succeeding Business Day with the same force and effect as if made on the Maturity Date, and no interest shall accrue on the amount so payable as a result of such delayed payment. If an Interest Payment Date other than the Maturity Date falls on a day that is not a Business Day, such Interest Payment Date will be postponed to the next day that is a Business Day and interest will accrue for the period of such postponement (except if the Base Rate specified above is LIBOR or EURIBOR, and such day falls in the next succeeding calendar month, such Interest Payment Date will be advanced to the immediately preceding Business Day), it being understood that, to the extent this sentence is inconsistent with the Subordinated Indenture, the provisions of this sentence shall apply in lieu of the applicable Section of the Subordinated Indenture.

Accrued interest will be calculated by multiplying the principal amount hereof by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factor calculated for each day in the Interest Period for which accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate applicable on such day by 360, if the Base Rate set forth on the face hereof is the CD Rate, Commercial Paper Rate, Eleventh District Cost of Funds Rate, Federal

9

Funds Rate, Prime Rate, LIBOR or EURIBOR (as described below), or by the actual number of days in the year, if the Base Rate set forth on the face hereof is the Treasury Rate or the CMT Rate (as described below). The interest rate applicable to any day that is an Interest Reset Date is the interest rate as determined, in accordance with the procedures hereinafter set forth, with respect to the Interest Determination Date (as defined below) pertaining to such Interest Reset Date. The interest rate applicable to any other day is the interest rate for the immediately preceding Interest Reset Date (or if none, the Initial Interest Rate, as set forth on the face hereof).

All percentages resulting from any calculation with respect hereto will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward ( e.g. , 7.123455% (or 0.07123455) being rounded to 7.12346% (or 0.0712346) and 7.123454% (or 0.07123454) being rounded to 7.12345% (or 0.0712345)), and all currency amounts used in or resulting from such calculation will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded upwards).

Unless specified on the face hereof, interest will be payable on, if this Security resets (i) daily, weekly or monthly, the third Wednesday of each month; (ii) quarterly, the third Wednesday of March, June, September and December of each year; (iii) semi-annually, the third Wednesday of the two months set forth on the face hereof; and (iv) annually, the third Wednesday of the month set forth on the face hereof (each, an “ Interest Payment Date ”), and in each case, on the Maturity Date.

If the Base Rate set forth on the face hereof is the CD Rate or the CMT Rate, the Interest Determination Date will be the second Business Day before such Interest Reset Date; if the Base Rate set forth on the face hereof is LIBOR, the Interest Determination Date will be the second London Business Day immediately preceding such Interest Reset Date (unless the LIBOR Currency is Sterling, in which case the Interest Determination Date will be the Interest Reset Date); if the Base Rate set forth on the face hereof is EURIBOR, the Interest Determination Date will be the second TARGET Business Day immediately preceding the Interest Reset Date; and if the Base Rate set forth on the face hereof is the Treasury Rate, the Interest Determination Date will be the day of the week in which such Interest Reset Date falls on which Treasury bills of the Index Maturity (as defined below) 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 an auction is 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 the Base Rate set forth on the face hereof is the Eleventh District Cost of Funds Rate, the Interest Determination Date is the last Business Day of the month immediately preceding the applicable Interest Reset Date in which the Federal Home Loan Bank of San Francisco published the applicable rate.

If the Base Rate set forth on the face hereof is the Commercial Paper Rate, Federal Funds Rate or the Prime Rate, the Interest Determination Date will be the first Business Day preceding such Interest Reset Date.

10

If the interest rate of this Security is determined by reference to two or more Interest Rate Bases specified on the face hereof, the Interest Determination Date will be the most recent Business Day which is at least two Business Days prior to the applicable Interest Reset Date on which each Interest Reset Basis is determinable.

Unless otherwise set forth on the face hereof, the “ Calculation Date ”, where applicable, pertaining to an Interest Determination Date is the earlier of (i) the tenth calendar day after such Interest Determination Date, or if any such day is not a Business Day, the next succeeding Business Day and (ii) the Business Day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be.

The Company will appoint and enter into an agreement with an agent (a “ Calculation Agent ”) to calculate the rate of interest on the Securities of this series which bear interest at a floating rate. Unless otherwise set forth on the face hereof, the paying agent will be the Calculation Agent. At the request of the Holder hereof, the Calculation Agent will provide the interest rate then in effect and, if different, the interest rate that will become effective on the next Interest Reset Date.

Subject to applicable provisions of law and except as specified herein, with respect to each Interest Determination Date, the rate of interest shall be the rate determined by the Calculation Agent in accordance with the provisions of the applicable heading below.

Determination of CD Rate . If the Base Rate set forth on the face hereof is the CD Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CD Rate and the Spread, Spread Multiplier or other formula, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “ CD Rate ” for any Interest Determination Date is the rate on that date for negotiable U.S. dollar certificates of deposit having the Index Maturity described in the related prospectus supplement or pricing supplement, as published in H.15(519) prior to 3:00 p.m., New York City time, on the Calculation Date, for that Interest Determination Date under the heading “ CDs (secondary market) ”. The “Index Maturity” is the period to maturity of the instrument or obligation with respect to which the related interest rate basis or formula will be calculated.

The following procedures will be followed if the CD Rate cannot be determined as described above:

11

“ H.15(519) ” means the weekly statistical release designated as such, 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 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.

Determination of Commercial Paper Rate . If the Base Rate set forth on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate and the Spread, Spread Multiplier or other formula , if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “ Commercial Paper Rate ” for any Interest Determination Date is the Money Market Yield of the rate on that date for commercial paper having the Index Maturity described in the related prospectus supplement or pricing supplement, as published in H.15(519) prior to 3:00 p.m., New York City time, on the Calculation Date for that Interest Determination Date under the heading “ Commercial Paper—Nonfinancial ”.

The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:

12

“ Money Market Yield ” shall be a yield (expressed as a percentage) calculated in accordance with the following formula: