North America TAQ

Description of Return of Capital Payments

Holders will receive partial repayments of the Principal Amount equal to the sum of (a) the amount of any Canadian Equity Distributions paid during the immediately preceding calendar quarter (the "Canadian Partial Principal Repayments") and (b) the Applicable Percentage of the amount of any U.S. Equity Distributions paid during the immediately preceding calendar quarter (net of a percentage reduction for any withholding taxes that generally would be imposed by jurisdictions other than the United States and Canada (“withholding taxes”)), converted to Canadian dollars at the CAD/USD Foreign Exchange Rate for the last day of such calendar quarter (the "U.S. Partial Principal Repayments" and together with the Canadian Partial Principal Repayments, the "Partial Principal Repayments"), to a maximum of $99.00 per Debt Security over the term of the Debt Securities. The Partial Principal Repayments will be calculated and payable in Canadian dollars quarterly no later than the fifth Business Day following the end of each calendar quarter during the term of the Debt Securities other than the calendar quarter in which the Final Valuation Date falls (except as otherwise described in the pricing supplement under which your purchased your Debt Securities (the “Pricing Supplement”)). In addition, the Applicable Percentage of any non-cash U.S. Equity Distributions (net of any applicable withholding taxes) will be converted into their notional cash value, as determined by the Calculation Agent acting in good faith, converted to Canadian dollars at the CAD/USD Foreign Exchange Rate for the last day of the calendar quarter in which such non-cash U.S. Equity Distributions are paid, and paid out in Canadian dollars as U.S. Partial Principal Repayments following the end of each calendar quarter in which such non-cash U.S. Equity Distributions are paid, other than the calendar quarter in which the Final Valuation Date occurs. Any non-cash Canadian Equity Distributions will be converted into their notional cash value, as determined by the Calculation Agent acting in good faith, and paid out in Canadian dollars as Canadian Partial Principal Repayments following the end of each calendar quarter in which such non-cash Canadian Equity Distributions are paid, other than the calendar quarter in which the Final Valuation Date occurs. Please refer to the Pricing Supplement for additional details. Capitalized terms used but not defined herein have the meanings specified in the Pricing Supplement.

Distribution Payments