Exhibit 4.26


 


[FACE OF NOTE]


 


UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”
OR THE “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR

DEPOSITARY.


 


	REGISTERED	 	PRINCIPAL
AMOUNT: $
	NO.
FLR-	 	CUSIP:
	 	 	ISIN:



 


CREDIT SUISSE AG[, acting through its

____________ Branch]

SUBORDINATED MEDIUM-TERM NOTE

(FLOATING RATE)


 


Branch:


 


Form of Note: Book-Entry Note


 


Original Issue Date (Settlement Date):


 


Specified
Currency:  ̈ U.S. dollars           ̈
Other:


 


	Authorized
Denominations	 ̈ U.S.
$2,000 and integral multiples of U.S. $1,000 in excess thereof
	 	 ̈ Other:




 






     


     


    

 


Maturity Date:


 


Interest Payment Date(s):


 


	Interest Rate Basis or Bases:	 
	 	 
	 ̈  Prime Rate	 ̈  Commercial Paper Rate
	 ̈  LIBOR	 ̈  Federal Funds Rate
	 ̈  SOFR	 ̈  Federal Funds Open Rate
	 	 ̈  Treasury Rate
	 	Index Currency:
	 	Index Maturity:
	 ̈  Other	 
	 	 
	Spread (plus or minus):  	Spread Multiplier:__%
	 	 
	Initial Interest Rate:  	 


 


	Interest Category	 
	 ̈  Regular Floating Rate Note	 
	 ̈  Floating Rate/Fixed Rate Note

 Fixed Rate Commencement Date:

 Fixed Interest Rate:	 
	 ̈  Inverse Floating Rate Note:

 Fixed Interest Rate:	 
	 ̈  Original Issue Discount Note 

 Issue Price:	 
	 	 
	Initial Interest Reset Date:  	Interest Reset Date(s):  Each Interest Payment Date.
	 	 
	Interest Reset Period:   ___ months	 
	 	 
	Day Count:     ̈ 30/360	 ̈  Actual/Actual
	                         ̈  Actual/360	 ̈  Other:
	 	 
	Maximum Interest Rate:   ____%	Minimum Interest Rate:   ____%


 


	Indexed Note:	 ̈  Yes	 ̈  No
	Manner of Determining Principal Amount Payable at Maturity Date:	 
	Manner of Determining Interest Payable at Interest Payment Date:	 
	 	 
	Dual Currency Note:	 ̈  Yes	 ̈  No


 






    	 	2	 



     


    

 


	Optional Payment Currency:	 	 	 
	 	 	 	 
	Optional Election Date:	 	 	 
	 	 	 	 
	Amortizing Note:	 ̈  Yes	 ̈  No	 
	Amortizing Schedule:	 	 	 
	 	 	 	 
	Original Issue Discount Note:	 ̈  Yes	 ̈  No	 
	Issue Price:	 	 	 
	 	 	 	 
	Renewable Note:	 ̈  Yes	 ̈  No	 
	Initial Maturity Date:	 	 	 
	 	 	 	 
	Optional Redemption:	 ̈  Yes	 ̈  No	 
	Initial Redemption Date:  	 	 	 
	Initial Redemption Percentage:__%	 	 	 
	 	 	 	 
	Annual Redemption Percentage Reduction:	 	 	 
	 	 	 	 
	Optional Repayment:	 ̈  Yes	 ̈  No	 
	Optional Repayment Date(s):	 	 	 
	 	 	 	 
	Optional Extension of Maturity:	 ̈  Yes	 ̈  No	 
	Final Maturity Date:	 	 	 
	 	 	 	 
	Addendum Attached:	 ̈  Yes	 ̈  No	 
	Exchange Rate Agent:	 	 	 



 


Other Provisions:


 






    	 	3	 



     


    

 


Credit Suisse AG, a corporation established
under the laws of, and duly licensed as a bank in, Switzerland (together with its successors and assigns, the “Company”),
[acting through its ____________ Branch,] for value received, hereby promises to pay to Cede & Co., or registered assignees,
the Principal Amount as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith or as
shall be set forth in the Schedule of Exchanges of Subordinated Medium-Term Notes (Floating Rate) attached hereto) on the Maturity
Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) (except to the extent redeemed
or repaid prior to the Maturity Date) and to pay interest thereon from the Original Issue Date specified on the face hereof (or
in the pricing supplement attached hereto or delivered herewith) at a rate per annum equal to the Initial Interest Rate specified
on the face hereof (or in the pricing supplement attached hereto or delivered herewith) until the first Interest Reset Date next
succeeding the Original Issue Date specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith),
and thereafter at a rate per annum determined in accordance with the provisions specified on the reverse hereof until the Principal
hereof is paid or duly made available for payment (except as provided below). The Company will pay interest in arrears on each
Interest Payment Date as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) commencing
with the first Interest Payment Date next succeeding the Original Issue Date specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith), and on the Maturity Date (or any Redemption Date or Repayment Date) (these and certain
other capitalized terms used herein are defined on the reverse of this Note); provided, however, that if the Original
Issue Date occurs between a Record Date, as defined below, and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Original Issue Date and will be payable to the registered holder of
this Note (the “Holder” and, collectively, the “Holders”) on the Record Date with respect to such second
Interest Payment Date; and provided, further, that (i) if an Interest Payment Date (other than the Maturity
Date, but including any Redemption Date or Repayment Date) would fall on a day that is not a Business Day, such Interest Payment
Date (or Redemption Date or Repayment Date) shall be the following day that is a Business Day, and interest shall accrue and be
payable with respect to such payment for the period from the originally-scheduled Interest Payment Date (or Redemption Date or
Repayment Date) to such following Business Day, except that if the Interest Rate Basis specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith) is LIBOR or SOFR and such next Business Day falls in the next calendar
month, the Interest Payment Date (or Redemption Date or Repayment Date) shall be the immediately preceding day that is a Business
Day and interest shall accrue to such preceding Business Day, and (ii) if the Maturity Date falls on a day that is not a Business
Day, the required payment of Principal, premium, if any, and interest shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due, and interest shall not accrue and be payable with respect to
such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.


 


Payment of the Principal of this Note, any
premium and the interest due on the Maturity Date (or any Redemption Date or Repayment Date) will be made in immediately available
funds upon surrender of this Note at the office or agency of such paying agent as the Company may determine and maintained for
that purpose in the Borough of Manhattan, The City of New York (a “Paying Agent”), or at the office or agency of such
other Paying Agent as the Company may determine.


 






    	 	4	 



     


    

 


Notwithstanding the foregoing, if an Addendum
is attached hereto or “Other Provisions” apply to this Note as specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith), this Note shall be subject to the terms set forth in such Addendum or such “Other
Provisions.”


 


Interest on this Note will accrue from the
most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly
provided for, from the Original Issue Date, until the Principal hereof has been paid or duly made available for payment (except
as provided herein). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will, subject
to certain exceptions described herein, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the corresponding record date (the “Record Date”), which for this tranche of the Notes
shall be, for so long as the Notes of this tranche are in the form of one or more Registered Global Securities, three Business
Days prior to the relevant Interest Payment Date and, in the event that any Notes of this tranche are not represented by one or
more Registered Global Securities, the fifteenth day (whether or not a Business Day) prior to the relevant Interest Payment Date;
provided, however, that interest payable on the Maturity Date (or any Redemption Date or Repayment Date) will be
payable to the person to whom the Principal hereof shall be payable.


 


If the Specified Currency specified on the
face hereof (or in the pricing supplement attached hereto or delivered herewith) is other than U.S. dollars, any payment on this
Note on an Interest Payment Date or the Maturity Date (or any Redemption Date or Repayment Date) will be made in U.S. dollars,
as provided below, unless the Holder hereof elects by written request (which request shall also include appropriate wire transfer
instructions) to the Paying Agent at its corporate trust office in The City of New York received on or prior to the Record Date
relating to an Interest Payment Date or at least 10 days prior to the Maturity Date (or any Redemption Date or Repayment Date),
as the case may be, to receive such payment in such Specified Currency except as provided on the reverse hereof; provided, that
any U.S. dollar amount to be received by a Holder of this Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent appointed by the Company and specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith) (the “Exchange Rate Agent”), 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 which may be the
Exchange Rate Agent) for the purchase by the quoting dealer of such Specified Currency for U.S. dollars for settlement on such
payment date in the aggregate amount of such Specified Currency payable to all Holders of Notes having the same terms as this Note
(including Original Issue Date) scheduled to receive U.S. dollar payment and at which the applicable dealer commits to execute
a contract; provided, further, that if such bid quotations are not available, such payments shall be made in such
Specified Currency. All currency exchange costs will be borne by the Holder of this Note by deductions from such payments. The
Holder hereof may elect to receive payment in such Specified Currency for all such payments and need not file a separate election
for each such payment, and such election shall remain in effect until revoked by written notice to the Paying Agent at its corporate
trust office in The City of New York received on a date prior to the Record Date for the relevant Interest Payment Date or at least
10 calendar days prior to the Maturity Date (or any Redemption Date or Repayment Date), as the case may be; provided, that such
election is irrevocable as to the next succeeding payment to which it relates; if such election is made as to full payment on this
Note, such election may thereafter be revoked so long as the Paying Agent is notified of the revocation within the time period
set forth above.


 






    	 	5	 



     


    

 


If the Specified Currency specified on the
face hereof (or in the pricing supplement attached hereto or delivered herewith) is U.S. dollars, payment of the Principal of and
premium, if any, and interest on this Note will be made in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; provided, however, that payments of interest, other than
interest due at maturity (or any Redemption Date or Repayment Date) will be made by U.S. dollar check mailed to the address of
the person entitled thereto as such address shall appear in the Note register.


 


A Holder of U.S. $5,000,000 (or, if the Specified
Currency specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is other than U.S. dollars,
the equivalent thereof in the Specified Currency) or more in aggregate principal amount of Notes having the same Interest Payment
Date will be entitled to receive payments of interest, other than interest due at maturity (or any Redemption Date or Repayment
Date), by wire transfer of immediately available funds to an account within the United States maintained by the Holder of this
Note if appropriate wire transfer instructions in writing have been received by the Paying Agent not less than 10 days prior to
the applicable Interest Payment Date; provided, however, that, unless alternative arrangements are made, any such
payments to be made in a Specified Currency other than U.S. dollars shall be made to an account at a bank outside the United States.


 


Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the certificate of authentication hereon
has been executed by the Trustee, as defined on the reverse hereof, by manual signature, this Note shall not be entitled to any
benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.


 






    	 	6	 



     


    




 


IN
WITNESS WHEREOF, the Company[, acting through its ____________ Branch,] has caused this Note to be duly executed.


 


		CREDIT
SUISSE AG[, acting through its

____________ Branch]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


 



CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


		THE BANK OF NEW YORK MELLON,
as Trustee
	 	 	 
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 







    	 	7	 



     


    

 


[REVERSE OF NOTE]


 


CREDIT
SUISSE AG[, acting through its

____________ Branch]

SUBORDINATED MEDIUM-TERM NOTE

(FLOATING RATE)


 


This
Note is one of a duly authorized issue of Subordinated Medium-Term Notes (the “Notes”) of the Company[, acting through
its ____________ Branch]. The Notes are issuable under a subordinated indenture, dated as of March 29, 2007, as supplemented
by a sixth supplemental indenture, dated as of March 25, 2009 (collectively, the “Indenture”), in each case between
the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Company, the Trustee and Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. The Bank of New York Mellon (formerly known as The Bank of New York) has been appointed Calculation
Agent (the “Calculation Agent,” which term includes any successor calculation agent) with respect to the Notes, and
The Bank of New York Mellon (formerly known as The Bank of New York) at its corporate trust office in The City of New York has
been appointed the Registrar and Paying Agent with respect to the Notes. The terms of individual Notes may vary with respect to
interest rates, interest rate formulas, issue dates, maturity dates, or otherwise, all as provided in the Indenture. To the extent
not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.


 


This Note will not be subject to any sinking
fund and, unless otherwise provided on the face hereof (or in the pricing supplement attached hereto or delivered herewith) in
accordance with the provisions of the following two paragraphs, will not be redeemable or subject to repayment at the option of
the Holder hereof prior to maturity.


 


This Note shall be subject to redemption at
the option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith), in whole or from time to time in part in increments of U.S. $2,000 and
integral multiples of U.S. $1,000 in excess thereof or the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S. $2,000 or such minimum Authorized Denomination), at the Redemption Price (as defined below),
together with unpaid interest accrued thereon to the date fixed for redemption (each, a “Redemption Date”), on notice
given no more than 60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the
Indenture. The “Redemption Price” shall initially be the Initial Redemption Percentage specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) multiplied by the unpaid principal amount of this Note to
be redeemed. The Initial Redemption Percentage shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith)
until the Redemption Price is 100% of unpaid principal amount to be redeemed. In the event of redemption of this Note in part only,
a new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in
the name of the Holder hereof upon the presentation and surrender hereof.


 






    	 	8	 



     


    

 


This Note shall be subject to repayment by
the Company at the option of the Holder hereof on the Optional Repayment Date(s), if any, specified on the face hereof (or in the
pricing supplement attached hereto or delivered herewith), in whole or in part in increments of U.S. $2,000 and integral multiples
of U.S. $1,000 in excess thereof or the minimum Authorized Denomination (provided that any remaining principal amount hereof shall
be at least U.S. $2,000 or such minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a “Repayment Date”).
For this Note to be repaid, this Note must be received, together with the form hereon entitled “Option to Elect Repayment”
duly completed, by the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment
Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part
only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the Holder hereof upon the presentation and surrender hereof.


 


The interest rate borne by this Note will
be determined as follows:


 


(i)            Unless
the Interest Category of this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith)
as a “Floating Rate/Fixed Rate Note” or an “Inverse Floating Rate Note,” this Note shall be designated
as a “Regular Floating Rate Note” and, except as set forth below or on the face hereof (or in the pricing supplement
attached hereto or delivered herewith), shall bear interest at the rate determined by reference to the applicable Interest Rate
Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any, in each
case as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith). Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be payable shall be reset as of each Interest Reset Date specified
on the face hereof (or in the pricing supplement attached hereto or delivered herewith); provided, however, that
the interest rate in effect for the period, if any, from the Original Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate.


 


(ii)            If
the Interest Category of this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith)
as a “Floating Rate/Fixed Rate Note,” then, except as set forth below or on the face hereof (or in the pricing supplement
attached hereto or delivered herewith), this Note shall initially bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any. Commencing on the Initial Interest Reset Date, the Rate at which interest on this Note shall be payable shall be reset as
of each Interest Reset Date; provided, however, that (y) the interest rate in effect for the period, if any,
from the Original Issue Date to the Initial Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate
in effect for the period commencing on the Fixed Rate Commencement Date specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) to the Maturity Date shall be the Fixed Interest Rate specified on the face hereof (or in
the pricing supplement attached hereto or delivered herewith) or, if no such Fixed Interest Rate is specified and this Note is
still outstanding on the Fixed Rate Commencement Date, the interest rate in effect hereon on the day immediately preceding the
Fixed Rate Commencement Date.


 






    	 	9	 



     


    

 


(iii)            If
the Interest Category of this Note is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith)
as an “Inverse Floating Rate Note,” then, except as set forth below or on the face hereof (or in the pricing supplement
attached hereto or delivered herewith), this Note shall bear interest at the Fixed Interest Rate minus the rate determined by reference
to the applicable Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any; provided, however, that, unless otherwise specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith), the interest rate hereon shall not be less than zero. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note shall be payable shall 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 Initial Interest Reset
Date shall be the Initial Interest Rate.


 


Unless otherwise specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith), the rate with respect to each Interest Rate Basis will be
determined in accordance with the applicable provisions below. Except as set forth above or on the face hereof (or in the pricing
supplement attached hereto or delivered herewith), the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest Determination Date (as defined below) immediately preceding
such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset Date.


 


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 LIBOR or SOFR is an applicable Interest Rate Basis and such Business Day falls in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day.


 


The
 “Interest Determination Date” pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the Commercial
Paper Rate, Federal Funds Rate, Federal Funds Open Rate and Prime Rate will be the second Business Day preceding such Interest
Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference
to LIBOR will be the second London Business Day preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Period for Notes bearing interest calculated by reference to SOFR will be the second U.S. Government
Securities Business Day (as defined below) prior to the Interest Payment Date on which that Interest Reset Period ends; provided,
however, in the case of any Interest Reset Period during which any Notes become due and payable on a date other than an
Interest Payment Date, in respect of such Notes that become due and payable only, the Interest Determination Date for such Interest
Reset Period will be the second U.S. Government Securities Business Day prior to such date on which such Notes become due and payable.
The Interest Determination Date pertaining to an Interest Reset Date for Notes bearing interest calculated by reference to the
Treasury Rate shall be the day of the week in which such Interest Reset Date falls on which Treasury bills normally would be auctioned;
provided, however, that if as a result of a legal holiday an auction is held on the Friday of the week preceding
such Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided, further,
that if an auction shall fall on any Interest Reset Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.


 






    	 	10	 



     


    

 


The “Calculation Date” pertaining
to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date
or if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.


 


Determination
of Commercial Paper Rate. If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith) is the Commercial Paper Rate, the Commercial Paper Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the Money Market Yield (as defined herein) of the rate on such date for commercial
paper having the Index Maturity specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith),
as such rate shall be published in H.15(519) under the heading “Commercial Paper—Nonfinancial,” or if not so
published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Commercial
Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) as published in H.15 Daily Update
under the heading “Commercial Paper—Non-financial” (with an Index Maturity of one month, two months or three
months being deemed to be equivalent to an Index Maturity of 30, 60 or 90 days, respectively). If by 3:00 p.m., New York City time,
on such Calculation Date, such rate is not yet available in either H.15(519) or H.15 Daily Update, the Calculation Agent will calculate
the Commercial Paper Rate, which will be the Money Market Yield corresponding to the arithmetic mean of the offered rates as of
approximately 11:00 a.m., New York City time, on such Interest Determination Date for commercial paper of the Index Maturity specified
on the face hereof (or in the pricing supplement attached hereto or delivered herewith), placed for a non-financial issuer whose
bond rating is “AA” or the equivalent, from a nationally recognized rating agency as quoted by three leading dealers
of commercial paper in The City of New York selected and identified by the Company; provided, however, that if the
dealers selected as aforesaid by the Company are not quoting as mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable hereon shall be the Initial Interest Rate).


 






    	 	11	 



     


    

 





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


 


		Money
Market Yield =      D x 360      x 100
	 	                                         360 - (D x M)






 


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 interest is being calculated.


 


Determination
of Federal Funds Rate. If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached
hereto or delivered herewith) is the Federal Funds Rate, the Federal Funds Rate with respect to this Note shall be determined on
each Interest Determination Date and shall be the rate applicable to such date for Federal Funds opposite the caption “Federal
funds (effective),” as displayed on Reuters on page 118 (or any page which may replace such page on such service)
under the heading “EFFECT” on the Business Day immediately following such Interest Determination Date, or, if such
rate is not so published by 3:00 p.m., New York City time, on the Business Day immediately following such Interest Determination
Date, the Federal Funds Rate will be the rate applicable to such Interest Determination Date as published in H.15 Daily Update
(or such other recognized electronic source used for the purpose of displaying such rate) under the heading “Federal Funds
(effective).” If such rate is not published in H.15 Daily Update (or such other recognized electronic source used for the
purpose of displaying such rate) by 4:15 p.m., New York City time, on the Business Day immediately following such Interest Determination
Date, the Calculation Agent will calculate the Federal Funds Rate for such Interest Determination Date, which will be the arithmetic
mean of the rates for the last transaction in overnight U.S. dollar Federal Funds as of 9:00 a.m., New York City time, on such
Interest Determination Date arranged by three leading brokers in Federal Funds transactions in The City of New York selected and
identified by the Company; provided, however, that if the brokers selected as aforesaid by the Company are not quoting
as mentioned in this sentence, the Federal Funds Rate applicable to such Interest Determination Date will be the same as the Federal
Funds Rate in effect for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate
of interest payable hereon shall be the Initial Interest Rate).


 


Determination
of the Federal Funds Open Rate. If the Interest Rate Basis specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) is the Federal Funds Open Rate, the Federal Funds Open Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate for such day for federal funds transactions among members
of the Federal Reserve System arranged by federal funds brokers on such day, as published under the heading “Federal Funds”
opposite the caption “Open” as such rate is displayed on Reuters (or any successor service) on page 5 (or any
page which may replace such page on such service) (“Reuters Page 5”). In the event that on any Interest
Determination Date no reported rate appears on Reuters Page 5 by 3:00 p.m., New York City time, the rate for the Interest
Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg, which is the Fed Funds Opening
Rate as reported by Prebon Yamane (or any successor) on Bloomberg. In the event that on any Interest Determination Date no reported
rate appears on Reuters Page 5 or the FFPREBON Index page on Bloomberg or another recognized electronic source by 3:00
p.m., New York City time, the interest rate applicable to the next Interest Reset Period will be the arithmetic mean of the rates
for the last transaction in overnight U.S. dollar Federal Funds prior to 9:00 a.m., New York City time, on such Interest Determination
Date arranged by three leading brokers (which may include any underwriters, agents or their affiliates) of Federal Funds transactions
in New York City selected and identified by the Company; provided, however, that if the brokers selected by the Company
are not quoting as set forth above, the Federal Funds Open Rate with respect to such Interest Determination Date will be the same
as the Federal Funds Open Rate in effect for the immediately preceding Interest Reset Period (or, if there was no preceding Interest
Reset Period, the rate of interest will be the Initial Interest Rate). Notwithstanding the foregoing, the Federal Funds open rate
in effect for any day that is not a Business Day shall be the Federal Funds Open Rate in effect for the prior Business Day.


 






    	 	12	 



     


    

 


Determination
of LIBOR. If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered
herewith) is LIBOR, LIBOR with respect to this Note shall be determined on each Interest Determination Date as follows:


 


(i)            With
respect to an Interest Determination Date relating to a LIBOR Note, LIBOR will be, the offered rate for deposits in the London
interbank market in the Index Currency (as defined below) having the Index Maturity designated on the face hereof (or in the pricing
supplement attached hereto or delivered herewith) commencing on the second London Business Day immediately following such Interest
Determination Date that appears on the Designated LIBOR Page (as defined below) or a successor reporter of such rate selected
by the Calculation Agent and acceptable to the Company as of 11:00 a.m., London time, on such Interest Determination Date. Subject
to the provisions regarding the determination of a replacement reference rate (as defined below) described below, if no such rate
appears as of such time on the Designated LIBOR Page, LIBOR in respect of such Interest Determination Date will be determined as
if the parties had specified the rate described in clause (ii) below.


 


(ii)            With
respect to an Interest Determination Date relating to a LIBOR Note to which the last sentence of clause (i) above applies,
the Calculation Agent will request the principal London offices of each of four major reference banks (which may include any underwriters,
agents or their affiliates) in the London interbank market selected and identified by the Company to provide the Calculation Agent
with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) commencing on the second London Business Day immediately following
such Interest Determination Date to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such
Interest Determination Date and in a principal amount that is representative for a single transaction in such Index Currency in
such market at such time. If at least two such quotations are provided, LIBOR determined on such Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR determined on such Interest Determination
Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. (or such other time specified in the pricing
supplement attached hereto or delivered herewith), in the applicable Principal Financial Center (as defined below), on such Interest
Determination Date for loans made in the Index Currency to leading European banks having the Index Maturity designated on the face
hereof (or in the pricing supplement attached hereto or delivered herewith) commencing on the second London Business Day immediately
following such Interest Determination Date and in a principal amount that is representative for a single transaction in such Index
Currency in such market at such time by three major reference banks (which may include any underwriters, agents or their affiliates)
in such Principal Financial Center selected and identified by the Company; provided, however, that if fewer than
three reference banks so selected by the Company are quoting such rates as mentioned in this sentence, LIBOR with respect to such
Interest Determination Date will be the same as LIBOR in effect for the immediately preceding Interest Reset Period (or, if there
was no preceding Interest Reset Period, the rate of interest payable hereon will be the Initial Interest Rate).


 






    	 	13	 



     


    

 


Unless otherwise specified in the pricing
supplement attached hereto or delivered herewith, the Company will appoint a replacement rate agent for the LIBOR Notes. The Company
will notify the Holders of the LIBOR Notes of any such appointment. The Company may appoint its affiliate or any other person as
replacement rate agent, so long as such affiliate or other person is a leading bank or financial institution that is experienced
in the calculations or determinations to be made by the replacement rate agent. For the avoidance of doubt, in no event shall the
Calculation Agent or the Trustee be appointed as replacement rate agent.


 


If the replacement rate agent determines at
any time at or prior to 11:00 a.m., London time, on any Interest Determination Date that the rate appearing on the Designated LIBOR
Page (or a successor reporter of such rate selected by the Calculation Agent and acceptable to the Company) for purposes of
calculating LIBOR has been discontinued, then it will determine whether to use a substitute or successor rate for purposes of determining
LIBOR on such Interest Determination Date and each Interest Determination Date thereafter that it has determined is most comparable
to LIBOR had it not been discontinued. If the replacement rate agent determines to use a substitute or successor rate pursuant
to the immediately preceding sentence, it will select such rate, provided that, if it determines there is an appropriate industry-accepted
successor rate to LIBOR, the replacement rate agent will use such industry-accepted successor rate.


 


If the replacement rate agent has determined
a substitute or successor rate in accordance with the foregoing (such rate, the “replacement reference rate”), for
purposes of determining the interest rate, (A) the replacement rate agent will determine (x) the method for obtaining
the replacement reference rate (including any alternative method for determining the replacement reference rate if such substitute
or successor rate is unavailable on the relevant Interest Determination Date), which method shall be consistent with industry-accepted
practices for the replacement reference rate, and (y) any adjustment factor as may be necessary to make the replacement reference
rate comparable to LIBOR had it not been discontinued, consistent with industry-accepted practices for the replacement reference
rate, (B) references to LIBOR in any provision of the terms of the Notes will be deemed to be references to the replacement
reference rate, including any alternative method for determining such rate and any adjustment factor as described in subclause
(A) above, (C) if the replacement rate agent determines that changes to the definitions of Business Day, Day Count or
Interest Determination Date, or any other technical changes to any other provision of the terms of the Notes are necessary in order
to implement the replacement reference rate, such definitions will be amended to reflect such changes, and (D) the Company
will give notice or will procure that notice is given as soon as practicable to the Calculation Agent, the Trustee and the Holders
of the LIBOR Notes, specifying the replacement reference rate, as well as the details described in subclause (A) above and
the amendments implemented as contemplated above. In no event shall the Calculation Agent be responsible for determining any substitute
for LIBOR, or for making any adjustments to any alternative benchmark or spread thereon, the definitions of Business Day, Interest
Determination Date or any other relevant methodology for calculating any such substitute or successor benchmark. In connection
with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Company or the
replacement rate agent, if any, and will have no liability for such actions taken at the direction of the Company or the replacement
rate agent, as applicable.


 






    	 	14	 



     


    

 


Any determination to be made by the replacement
rate agent pursuant to this section, including any determination with respect to a rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be made in
the sole discretion of the replacement rate agent acting in good faith and in a commercially reasonable manner, will be conclusive
and binding absent willful misconduct, bad faith and manifest error, and, notwithstanding anything to the contrary in the pricing
supplement attached hereto or delivered herewith or in the Indenture, will become effective without consent from any other party. 


 


“Index Currency” means the currency
(including currency units and composite currencies) specified as Index Currency on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) as the currency with respect to which LIBOR shall be calculated. If no such currency is
specified as Index Currency on the face hereof (or in the pricing supplement attached hereto or delivered herewith), the Index
Currency shall be U.S. dollars.


 


“Designated LIBOR Page” means
the display on page LIBOR01 (or any other page specified in the pricing supplement attached hereto or delivered herewith)
of Reuters (or any successor service) for the purpose of displaying the London interbank offered rates of major banks for the applicable
index currency (or such other page as may replace that page on that service for the purpose of displaying such rates).


 


Unless provided otherwise in the pricing supplement
attached hereto or delivered herewith, “Principal Financial Center” means the principal financial center of the country
of the specified Index Currency, except that with respect to U.S. dollars and euro, the Principal Financial Center shall be The
City of New York and Brussels, respectively.


 






    	 	15	 



     


    

 


Determination
of Prime Rate. If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto
or delivered herewith) is the Prime Rate, the Prime Rate with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate set forth in H.15(519) for such date opposite the caption “Bank Prime Loan” or, if not published
by 3:00 p.m., New York City time, on the Calculation Date, the rate on such Interest Determination Date as published in H.15 Daily
Update under the caption “Bank Prime Loan.” If such rate is not yet published by 3:00 p.m., New York City time, on
such Calculation Date, the Prime Rate for such Interest Determination Date will be the arithmetic mean of the rates of interest
publicly announced by each bank named on the display designated as the “USPRIME 1” page on Reuters (or such other
page as may replace the USPRIME 1 page on such service for the purpose of displaying prime rates or base lending rates
of major U.S. banks) (the “Reuters Screen USPRIME 1 Page”) as such bank’s prime rate or base lending rate as
in effect as of 11:00 a.m., New York City time, for such Interest Determination Date as quoted on the Reuters Screen USPRIME 1
Page on such Interest Determination Date, or, if fewer than four such rates appear on the Reuters Screen USPRIME 1 Page for
such Interest Determination Date, the rate shall be the arithmetic mean of the prime rates quoted on the basis of the actual number
of days in the year divided by 360 as of the close of business on such Interest Determination Date by at least two of the three
major money center banks in The City of New York selected and identified by the Company from which quotations are requested. If
fewer than two quotations are provided, the Calculation Agent will calculate the Prime Rate, which will be the arithmetic mean
of the prime rates in The City of New York quoted by the appropriate number of substitute banks or trust companies organized and
doing business under the laws of the United States, or any State thereof, in each case having total equity capital of at least
U.S. $500 million and being subject to supervision or examination by Federal or State authority, selected and identified by the
Company to quote prime rates.


 


Determination
of SOFR. If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto or delivered
herewith) is SOFR, the interest rate for each Interest Reset Period for the Notes will be determined by reference to Compounded
Daily SOFR, calculated in accordance with the formula set forth below by the Calculation Agent with respect to the Observation
Period relating to such Interest Reset Period. Interest periods for the Notes will begin on and include each Interest Payment Date
and end on but exclude the next succeeding Interest Payment Date, except that the initial interest period will begin on and include
the issue date and end on but exclude the first Interest Payment Date. Each such period is an “Interest Reset Period.”
The “Observation Period” in respect of each Interest Reset Period will be the period from, and including, the date
two U.S. Government Securities Business Days prior to the first date in such Interest Reset Period to, but excluding, the date
falling two U.S. Government Securities Business Days prior to the Interest Payment Date for such Interest Reset Period; provided,
however, in the case of any Observation Period during which the Notes become due and payable on a date other than an Interest
Payment Date, in respect of such Notes that become due and payable only, such Observation Period will end on (but exclude) the
date falling two U.S. Government Securities Business Days prior to such earlier date, if any, on which such Notes become due and
payable.


 






    	 	16	 



     


    

 


“Compounded
Daily SOFR” means, with respect to any Interest Reset Period and the related Interest Determination Date, the rate of return
of a daily compound interest investment (with the SOFR Reference Rate as the reference rate for the calculation of interest) as
calculated by the Calculation Agent at 3:00 p.m., New York City time (the “Relevant Time”) on such Interest Determination
Date in accordance with the following formula:


 





 


where:


 


“d” means the
number of calendar days in the relevant Observation Period.


 


“do” means for any Observation
Period, the number of U.S. Government Securities Business Days in the relevant Observation Period.


 


“i” is a series of whole numbers
from one to do, each representing the relevant U.S. Government Securities Business Days in chronological order
from (and including) the first U.S. Government Securities Business Day in the relevant Observation Period.


 


“ni” means for any U.S.
Government Securities Business Day “i” in the relevant Observation Period, the number of calendar days from
(and including) such U.S. Government Securities Business Day “i” up to, but excluding, the following U.S. Government
Securities Business Day (“i+1”).


 


“SOFRi” means for any
U.S. Government Securities Business Day “i” in the relevant Observation Period, SOFR in respect of that day
 “i”.


 


“SOFR Reference Rate” means, in
respect of any U.S. Government Securities Business Day,


 


		(1)	a rate equal to SOFR for such U.S. Government Securities Business Day appearing on the New York Federal Reserve’s Website
on or about the Relevant Time on the U.S. Government Securities Business Day immediately following such U.S. Government Securities
Business Day; or



 


		(2)	if SOFR in respect of such U.S. Government Securities Business Day does not appear as specified in paragraph (1), unless
the Company or the Benchmark Replacement Agent, if any, determines that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to SOFR on or prior to the Relevant Time on the U.S. Government Securities Business
Day immediately following such U.S. Government Securities Business Day, SOFR in respect of the last U.S. Government Securities
Business Day for which such rate was published on the New York Federal Reserve’s Website; or



 






    	 	17	 



     


    

 


		(3)	if SOFR in respect of such U.S. Government Securities Business Day does not appear as specified in paragraph (1) and
the Company or the Benchmark Replacement Agent, if any, determines that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to the then-current Benchmark on or prior to the Relevant Time on the U.S. Government
Securities Business Day immediately following such U.S. Government Securities Business Day (or, if the then-current Benchmark is
not SOFR, on or prior to the Alternative Relevant Time (as defined below) on the Relevant Date (as defined below)), then (subject
to the subsequent operation of this clause (3)) from (and including) the U.S. Government Securities Business Day immediately
following such U.S. Government Securities Business Day (or the Relevant Date, as applicable) (the “Affected Day”),
 “SOFR Reference Rate” shall mean, in respect of any U.S. Government Securities Business Day, the applicable Benchmark
Replacement for such U.S. Government Securities Business Day appearing on, or obtained from, the Relevant Source (as defined below)
at the Alternative Relevant Time on the Relevant Date.



 


If the Benchmark Replacement is at any time
required to be used pursuant to paragraph (3) above, then in connection with determining the Benchmark Replacement:


 


		(a)	the Company or the Benchmark Replacement Agent, as applicable, shall also determine the method for determining the rate
                                                             described in clause (a) of paragraph (1), (2) or (3) of the definition of “Benchmark
                                                             Replacement,” as applicable (including (i) the page, section or other part of a particular information service on
                                                             or source from which such rate appears or is obtained (the “Relevant Source”), (ii) the time at which such
                                                             rate appears on, or is obtained from, the Relevant Source (the “Alternative Relevant Time”), (iii) the day
                                                             on which such rate will appear on, or is obtained from, the Relevant Source in respect of each U.S. Government Securities
                                                             Business Day (the “Relevant Date”), and (iv) any alternative method for determining such rate if it is
                                                             unavailable at the Alternative Relevant Time on the applicable Relevant Date), which method shall be consistent with
                                                             industry-accepted practices for such rate;



 






    	 	18	 



     


    





 


		(b)	from (and including) the Affected Day, references to the Relevant Time in the terms of the Notes shall be deemed to be references
to the Alternative Relevant Time;



 


		(c)	if the Company or the Benchmark Replacement Agent, as applicable, determines that (i) changes to the definitions of Business
Day, Compounded Daily SOFR, Day Count, Interest Determination Date, Interest Payment Date, Interest Reset Period,
Observation Period, SOFR Reference Rate or U.S. Government Securities Business Day or (ii) any other technical changes to
any other provision of the terms of the Notes are necessary in order to implement the Benchmark Replacement (including any alternative
method described in subclause (iv) of paragraph (a) above) as the Benchmark in a manner substantially consistent
with market practices (or, if the Company or the Benchmark Replacement Agent, as the case may be, decides that adoption of any
portion of such market practice is not administratively feasible or if the Company or the Benchmark Replacement Agent, as the case
may be, determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or
the Benchmark Replacement Agent, as the case may be, determines is reasonably necessary), such definitions or other provisions
will be amended to reflect such changes, which amendments shall become effective without consent or approval of the Holders of
the Notes or any other party; and



 


		(d)	the Company will give notice or will procure that notice is given as soon as practicable to the Calculation Agent, Trustee
and the Holders of the Notes, specifying the Benchmark Replacement, as well as the details described in paragraph (a) above
and the amendments implemented as contemplated in paragraph (c) above.



 


For purposes of the definition of SOFR Reference
Rate:


 


“Benchmark” means SOFR, provided
that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR or such other
then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.


 


“Benchmark Replacement” means,
with respect to the then-current Benchmark, the first alternative set forth in the order presented below that can be determined
by the Company or the Benchmark Replacement Agent, if any, as of the Benchmark Replacement Date with respect to the then-current
Benchmark:


 


		(1)	the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body
as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement
Adjustment; or



 






    19


     


    

 


		(2)	the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or



 


		(3)	the sum of: (a) the alternate rate of interest that has been selected by the Company or the Benchmark Replacement Agent,
if any, as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, provided that, (i) if the
Company or the Benchmark Replacement Agent, as the case may be, determine that there is an industry-accepted replacement rate of
interest for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time, it shall select such industry-accepted
rate, and (ii) otherwise, it shall select such rate of interest that it has determined is most comparable to the then-current
Benchmark, and (b) the Benchmark Replacement Adjustment.



 


“Benchmark Replacement Adjustment”
means, with respect to any Benchmark Replacement, the first alternative set forth in the order below that can be determined by
the Company or the Benchmark Replacement Agent, if any, as of the Benchmark Replacement Date with respect to the then-current Benchmark:


 


		(1)	the spread adjustment, or method for calculating or determining such spread adjustment, which may be a positive or negative
value or zero, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark
Replacement;



 


		(2)	if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment;



 


		(3)	the spread adjustment, which may be a positive or negative value or zero, that has been selected by the Company or the Benchmark
Replacement Agent, if any, to be applied to the applicable Unadjusted Benchmark Replacement in order to reduce or eliminate, to
the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Holders of the
Notes as a result of the replacement of the then-current Benchmark with such Unadjusted Benchmark Replacement for purposes of determining
the SOFR Reference Rate, which spread adjustment shall be consistent with any industry-accepted spread adjustment, or method for
calculating or determining such spread adjustment, applied to such Unadjusted Benchmark Replacement where it has replaced the then-current
Benchmark for U.S. dollar-denominated floating rate notes at such time.



 






    20


     


    

 


“Benchmark Replacement Agent”
means any affiliate of the Company or such other person that has been appointed by the Company to make the calculations and determinations
to be made by the Benchmark Replacement Agent described herein, so long as such affiliate or other person is a leading bank or
other financial institution that is experienced in such calculations or determinations. The Company may elect, but is not required,
to appoint a Benchmark Replacement Agent at any time. The Company will notify the Holders of the Notes of any such appointment.
For the avoidance of doubt, in no event shall the Calculation Agent or Trustee be appointed as Benchmark Replacement Agent.


 


“Benchmark Replacement Date” means,
with respect to the then-current Benchmark, the earliest to occur of the following events with respect thereto:


 


		(1)	in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of
(a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator
of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or



 


		(2)	in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement
or publication of information referenced therein.



 


For the avoidance of doubt, if the event giving
rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Relevant Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Relevant Time for such determination.


 


“Benchmark Transition Event” means,
with respect to the then-current Benchmark, the occurrence of one or more of the following events with respect thereto:


 


		(1)	a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such
administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide the Benchmark;



 


		(2)	a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central
bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution
authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution
authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease
to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide the Benchmark; or



 






    21


     


    

 


		(3)	a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing
that the Benchmark is no longer representative.



 


“Corresponding Tenor” means, with
respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding any applicable
business day convention) as the applicable tenor for the then-current Benchmark.


 


“ISDA Definitions” means the 2006
ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time
by the International Swaps and Derivatives Association, Inc.


 


“ISDA Fallback Adjustment” means,
with respect to any ISDA Fallback Rate, the spread adjustment, which may be a positive or negative value or zero, that would be
applied to such ISDA Fallback Rate in the case of derivatives transactions referencing the ISDA Definitions to be effective upon
the occurrence of an index cessation event with respect to the then-current Benchmark for the applicable tenor.


 


“ISDA Fallback Rate” means, with
respect to the then-current Benchmark, the rate that would apply for derivatives transactions referencing the ISDA Definitions
to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding
the applicable ISDA Fallback Adjustment.


 


“New York Federal Reserve’s Website”
means the website of the Federal Reserve Bank of New York currently at http://www.newyorkfed.org, or any successor website of the
Federal Reserve Bank of New York.


 


“Relevant Governmental Body” means
the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York or any successor
thereto.


 


“SOFR” means, in respect of any
U.S. Government Securities Business Day, the daily secured overnight financing rate for such U.S. Government Securities Business
Day as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such
rate).


 


“Unadjusted Benchmark Replacement”
means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 






    22


     


    

 


“U.S. Government Securities Business
Day” means any day, except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association
or any successor organization recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in U.S. government securities.


 


If the Company appoints a Benchmark
Replacement Agent and such Benchmark Replacement Agent is unable to determine whether a Benchmark Transition Event has
occurred or, following the occurrence of a Benchmark Transition Event, has not selected the Benchmark Replacement as of the
related Benchmark Replacement Date, then, in such case, the Company shall make such determination or select the Benchmark
Replacement, as the case may be. In no event shall the Calculation Agent be responsible for determining any substitute for
SOFR or for making any adjustments to any alternative benchmark or spread thereon, the definitions of Business Day,
Compounded Daily SOFR, Day Count, Interest Determination Date, Interest Payment Date, Interest Reset Period, Observation Period, SOFR Reference Rate or U.S. Government Securities Business
Day or any other relevant methodology for calculating any such substitute or successor
benchmark. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any
determinations made by the Company or the Benchmark Replacement Agent, if any, and will have no liability for such actions
taken at the direction of the Company or the Benchmark Replacement Agent, as applicable.


 


Any determination, decision or election that
may be made by the Company or the Benchmark Replacement Agent pursuant to this section, including any determination with respect
to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event (including any determination that a Benchmark
Transition Event and its related Benchmark Replacement have occurred with respect to the then-current Benchmark), circumstance
or date and any decision to take or refrain from taking any action or any selection:


 


		•	will be conclusive and binding absent willful misconduct, bad faith and manifest error,



 


		•	will be made in the sole discretion of the Company or the Benchmark Replacement Agent, as the case may be, acting in good faith
and in a commercially reasonable manner; and



 


		•	notwithstanding anything to the contrary in the pricing supplement attached hereto or delivered herewith or in the Indenture,
will become effective without consent from any other party.



 


Neither the Trustee nor the Calculation Agent will have any
liability for any determination made by or on behalf of the Company or the Benchmark Replacement Agent in connection with a Benchmark
Transition Event or a Benchmark Replacement.


 






    23


     


    

 


Determination
of Treasury Rates. If the Interest Rate Basis specified on the face hereof (or in the pricing supplement attached hereto
or delivered herewith) is the Treasury Rate, the Treasury Rate with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate from the auction held on such Interest Determination Date (“Auction”) of direct obligations
of the United States (“Treasury Bills”) having the Index Maturity specified on the face hereof (or in the pricing supplement
attached hereto or delivered herewith) under the caption “INVESTMENT RATE” on the display on Reuters (or any successor
service) on page USAUCTION10 (or any other page as may replace such page on such service) or page USAUCTION11
(or any other page as may replace such page on such service) or, if not so published by 3:00 p.m., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the Bond Equivalent Yield (as defined below) of the rate
for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying
such rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High” or, if not so published by 3:00
p.m., New York City time, on the related Calculation Date, the Bond Equivalent Yield of the Auction rate of such Treasury Bills
as announced by the U.S. Department of the Treasury. In the event that the Auction rate of Treasury Bills having the Index Maturity
specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) is not so announced by the U.S.
Department of the Treasury, or if no such Auction is held, then the Treasury Rate will be the Bond Equivalent Yield of the rate
on such Interest Determination Date of Treasury Bills having the index maturity designated in the applicable pricing supplement
as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills (Secondary Market)” or, if not
published by 3:00 p.m., New York City time, on the related Calculation Date, the rate of such Interest Determination Date on such
Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying
such rate, under the caption “U.S. Government Securities/Treasury Bills (Secondary Market).” In the event such rate
is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on such
Calculation Date, the Calculation Agent will calculate the Treasury Rate, which will be a Bond Equivalent Yield of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date,
of three leading primary U.S. government securities dealers (which may include Credit Suisse Securities (USA) LLC) selected and
identified by the Company for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on
the face hereof (or in the pricing supplement attached hereto or delivered herewith); provided, however, that if
the dealers selected as aforesaid by the Company are not quoting bid rates as mentioned in this sentence, the Treasury Rate with
respect to the Interest Determination Date will be the same as the Treasury Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable hereon shall be the Initial Interest Rate).


 


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


 


Bond
Equivalent Yield =     D x N x 100    


360 - (D x M)


 






    24


     


    

 


where “D” refers to the applicable per annum rate
for Treasury Bills quoted on a bank discount basis, “N” refers to 365 or 366, as the case may be, and “M”
refers to the actual number of days in the applicable Interest Reset Period.


 


Notwithstanding the foregoing, the interest
rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified
on the face hereof (or in the pricing supplement attached hereto or delivered herewith). The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each Calculation Date. The interest rate on this Note will
in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States Federal law
of general application.


 


At
the request of the Holder hereof, the Calculation Agent will provide to the Holder hereof the interest rate hereon then in effect
(in the case of Notes bearing interest calculated by reference to SOFR, if determined) and, if determined, the interest
rate that will become effective as of the next Interest Reset Date.


 


Interest payments on this Note will include
interest accrued to but excluding the Interest Payment Dates or the Maturity Date (or any Redemption Date or Repayment Date), as
the case may be. Accrued interest hereon shall be an amount calculated by multiplying the face amount hereof by an accrued interest
factor. Such accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for
which interest is being paid. The interest factor for each such date shall be computed by dividing the interest rate applicable
to such day by 360 if the Interest Rate Basis is Commercial Paper Rate, Federal Funds Rate, Federal Funds Open Rate, LIBOR, Prime
Rate or SOFR, as specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), or by the actual
number of days in the year if the Interest Rate Basis is the Treasury Rate, as specified on the face hereof (or in the pricing
supplement attached hereto or delivered herewith). All percentages resulting from any calculation of the rate of interest on this
Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on this Note will be rounded
to the nearest cent (with one-half cent rounded upward). The interest rate in effect on any Interest Reset Date will be the applicable
rate as reset on such date. The interest rate applicable to any other day is the interest rate from the immediately preceding Interest
Reset Date (or, if none, the Initial Interest Rate).


 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as an Original Issue Discount Note, the amount payable to
the Holder of this Note in the event of redemption, repayment or acceleration of maturity will be equal to the sum of (i) the
Issue Price specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) (increased by any
accruals of the Discount, as defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the
Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable) and (ii) any unpaid
interest on this Note accrued from the Original Issue Date to the Redemption Date, Repayment Date or date of acceleration of maturity,
as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein
as the “Discount.”


 






    25


     


    

 


For purposes of determining the amount of
Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount
will be accrued so as to cause the yield on the Note to be constant (computed using the “Constant Yield” method in
accordance with the rules under the Internal Revenue Code of 1986, as amended). The constant yield will be calculated using
a 30-day month, 360-day year convention, a compounding period that, except for the Initial Period (as defined below), corresponds
to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the initial Interest Payment Date
(the “Initial Period”) is shorter than the compounding period for this Note, a proportionate amount of the yield for
an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will
be divided into a regular compounding period and a short period, with the short period being treated as provided in the preceding
sentence.


 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as an Indexed Note, the return on this Note will be linked
to the performance of one or more underlyings or a basket of such underlyings. The Company will refer generally to each index,
exchange-traded fund, equity security of an issuer, exchange rate, commodity, commodity futures contract or any other market measure
or reference asset as an “underlying.”


 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as a Dual Currency Note, the Company may have a one time option,
exercisable on the Option Election Date specified on the face hereof (or in the pricing supplement attached hereto or delivered
herewith), in whole, but not in part, with respect to all Dual Currency Notes issued on the same day and having the same terms,
of making all payments of Principal, premium, if any, and interest after the exercise of such option, whether at maturity or otherwise
(which payment would otherwise be made in the Specified Currency of such Notes), in an optional currency (the “Optional Payment
Currency”) specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith).


 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as an Amortizing Note, the Company will make payments combining
Principal and interest in installments over the life of such Note. Payments with respect to Amortizing Notes will be applied first
to the interest due and payable on the Notes and then to the reduction of the unpaid Principal of the Notes.


 






    26


     


    

 


If this Note is specified on the face hereof
(or in the pricing supplement attached hereto or delivered herewith) as a Renewable Note, this Note will mature on an Interest
Payment Date set forth on the face hereof (or in the applicable pricing supplement attached hereto or delivered herewith), unless
the maturity of all or a portion of the Principal amount of this Note is extended in accordance with the procedures set forth in
the applicable pricing supplement.


 


If so specified on the face hereof (or in
the pricing supplement attached hereto or delivered herewith), the Maturity Date of this Note may be extended at the option of
the Company for one or more periods up to but not beyond the date (the “Final Maturity Date”) set forth on the face
hereof (or in the pricing supplement attached hereto or delivered herewith).


 


This Note will constitute the Company’s
direct, unconditional, unsecured and subordinated obligation. In the event of any liquidation, dissolution or winding up, by bankruptcy
or otherwise, the payment of principal and interest on this Note will be subordinated to the prior payment in full of all of the
Company’s present and future unsubordinated creditors (the “Senior Creditors”), but not further or otherwise.
The Company, for itself and its successors, and each Holder, by accepting the Notes, agrees that the subordination provisions in
the Indenture are for the benefit of the Holders of Senior Indebtedness. “Senior Indebtedness” means all obligations
of the Company to the Senior Creditors.


 


Subject to applicable law, no Holder shall
be entitled to exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by
the Company [or the Branch] arising under or in connection with a tranche of Notes and each Holder shall, by virtue of being a
Holder, be deemed to have waived all such rights of set-off, compensation or retention. The Company may not create or permit to
exist any pledge or other security interest over the Company’s assets to secure the Company’s obligations in respect
of this Note.


 


This Note, and any Note or Notes issued upon
transfer or exchange hereof, is issuable only in fully registered form, without coupons, and, if denominated in U.S. dollars, is
issuable only in denominations of U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof, provided that if a different
Authorized Denomination is specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith), this
Note shall be issuable only in such Authorized Denomination. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable law, it is issuable only in the minimum Authorized
Denomination specified on the face hereof (or in the pricing supplement attached hereto or delivered herewith) or any amount in
excess thereof which is an integral multiple thereof.


 


In case an Event of Default (as defined in
the Indenture) with respect to the Notes shall have occurred and be continuing, the Principal hereof and the interest accrued hereon,
if any, may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.


 






    27


     


    

 


The Indenture contains provisions that provide
that the Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holder
in order to (i) cure any ambiguity, defect or inconsistency in the Indenture or the Notes, provided that such amendments
or supplements shall not materially and adversely affect the interests of the Holders; (ii) comply with the requirements of
the Indenture if the Company consolidates with, merges with or into, or sells, conveys, transfers, leases or otherwise disposes
of all or substantially all its property and assets (as an entirety or substantially as an entirety in one transaction or a series
of transactions), to any person; (iii) comply with any requirements of the Securities and Exchange Commission in connection
with the qualification of the Indenture under the Trust Indenture Act; (iv) evidence and provide for the acceptance of appointment
under the Indenture with respect to the Notes by a successor Trustee; (v) provide for uncertificated or unregistered Notes
and to make all appropriate changes for such purpose; (vi) provide for a guarantee from a third party on outstanding Notes
that are issued under the Indenture; (vii) provide for the substitution of one or more of the Company’s branches as
obligor of the Notes; or (viii) make any change that does not materially and adversely affect the rights of any Holder.


 


The Indenture contains provisions that provide
that, without prior notice to any Holders, the Company and the Trustee may amend the Indenture and the Notes with the written consent
of the Holders of a majority in principal amount of the outstanding Securities of all series affected by such amendment (all such
series voting as one class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected
thereby (all such series voting as one class) by written notice to the Trustee may waive future compliance by the Company with
any provision of the Indenture or the Notes; provided that, without the consent of each Holder of the Securities affected
thereby, an amendment or waiver, including a waiver of past defaults, may not: (i) extend the stated maturity of the Principal
of, or any sinking fund obligation or any installment of interest on, such Holder’s Note, or reduce the Principal thereof
or the rate of interest thereon (including any amount in respect of original issue discount), or adversely affect the rights of
such Holder under any mandatory redemption or repurchase provision or any right of redemption or repurchase at the option of such
Holder, or reduce the amount of the Principal of an Original Issue Discount Note that would be due and payable upon an acceleration
of the maturity thereof or the amount thereof provable in bankruptcy, insolvency or similar proceeding, or change any place of
payment where, or the currency in which, any Principal or the interest thereon is payable, modify any right to convert or exchange
such Holder’s Note for another security to the detriment of the Holder or impair the right to institute suit for the enforcement
of any such payment on or after the due date therefor; (ii) reduce the percentage in principal amount of outstanding Notes
the consent of whose Holders is required for any such supplemental indenture, or for any waiver of compliance with certain provisions
of the Indenture or certain Defaults and their consequences provided for in the Indenture; (iii) waive a Default in the payment
of Principal of or interest on any Note of such Holder; or (iv) modify any of the provisions of the Indenture governing amendments
or waivers with the consent of Holders except to increase any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby.


 






    28


     


    

 


It is also provided in the Indenture that,
subject to certain conditions, the Holders of at least a majority in principal amount of the outstanding Securities of all series
affected (voting as a single class), by notice to the Trustee, may waive an existing Default or Event of Default with respect to
the Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Security
or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect
to the Securities of such series arising therefrom shall be deemed to have been cured, for every purpose of the Indenture; but
no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.


 


The
Indenture provides that a series of Securities may include one or more tranches (each a “tranche”) of Securities, including
Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different terms, but all the
Securities of each tranche within a series shall have identical terms, provided that Securities of each tranche within a
series may have different authentication dates, public offering prices, initial interest accrual dates, and initial interest payment
dates, if applicable. Notwithstanding any other provision of the Indenture, subject to certain exceptions, with respect to sections
of the Indenture concerning the execution, authentication and terms of the Securities, redemption of the Securities, maintenance
of an office or agency of the Company in The City of New York, Events of Default of the Securities, defeasance of the Securities
and amendment of the Indenture, if any series of Securities includes more than one tranche, all provisions of such sections applicable
to any series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to a Board Resolution
or a supplemental indenture establishing such series or the Authority establishing such tranche.


 


Except as set forth below, if the Principal
of, or premium, if any, or interest on, this Note is payable in a Specified Currency other than U.S. dollars and such Specified
Currency is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances
beyond the control of the Company or is no longer used by the government of the country issuing such currency or for the settlement
of transactions by public institutions within the international banking community, then the Company will be entitled to satisfy
its obligations to the Holder of this Note by making such payments in U.S. dollars on the basis of the Market Exchange Rate (as
defined below) on the date of such payment or, if the Market Exchange Rate is not available on such date, as of the most recent
practicable date. Any payment made under such circumstances in U.S. dollars where the required payment is in a Specified Currency
other than U.S. dollars will not constitute an Event of Default.


 


All determinations referred to above made
by the Company or its agents shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on Holders of Notes.


 






    29


     


    

 


So long as this Note shall be outstanding,
the Company will cause to be maintained an office or agency for the payment of the Principal of and premium, if any, and interest
on this Note as herein provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan
for the registration, transfer and exchange as aforesaid of the Notes. The Company may designate other agencies for the payment
of said Principal, premium, if any, and interest at such place or places (subject to applicable laws and regulations) as the Company
may decide. So long as there shall be any such agency, the Company shall keep the Trustee advised of the names and locations of
such agencies, if any are so designated.


 


No provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of, premium, if
any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein and in the Indenture prescribed
unless otherwise agreed between the Company and the registered Holder of this Note.


 


Upon due presentment for registration of transfer
of this Note, a new Note or Notes of authorized denominations for an equal aggregate principal amount will be issued to the transferee
in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company or any agent of the Company, the
registrar of the Notes or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes,
whether or not this Note is overdue, and neither the Company, the Registrar, the Trustee nor any such agent shall be affected by
notice to the contrary.


 


No
recourse shall be had for the payment of the Principal of, or premium, if any, or the interest on this Note, for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute
or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived and released.


 


This
Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York (without regard
to conflicts of law principles thereof), except for the subordination provisions hereof, which shall be governed by Swiss
law.


 






    30


     


    

 


As used herein:


 


(i)            the
term “Business Day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions
are generally authorized or obligated by law, regulation or executive order to close in The City of New York or any other place
of payment with respect to the applicable Notes and (i) with respect to Notes bearing interest calculated by reference to
LIBOR, “Business Day” shall also include a London Business Day, (ii) with respect to Notes bearing interest calculated
by reference to SOFR, “Business Day” shall further exclude a day on which the Securities Industry and Financial Markets
Association or any successor organization recommends that the fixed income departments of its members be closed for the entire
day for purposes of trading in U.S. government securities, (iii) with respect to Notes denominated in a Specified Currency
other than U.S. dollars or euro, “Business Day” shall not include a day on which banking institutions are generally
authorized or obligated by law, regulation or executive order to close in the principal financial center of the country of the
Specified Currency, or (iv) with respect to Notes denominated in euros, “Business Day” shall also include any
day on which the TransEuropean Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is in place;


 


(ii)            the
term “London Business Day” means any day that is both a Business Day and a day on which dealings in deposits in the
Specified Currency are transacted, or with respect to any future date are expected to be transacted, in the London interbank market;


 


(iii)           the
term “Market Exchange Rate” shall mean, as of any date, for any currency or currency unit, the noon U.S. dollar buying
rate for that currency or currency unit, as the case may be, for cable transfers quoted in The City of New York on such date as
certified for customs purposes by the Federal Reserve Bank of New York;


 


(iv)          the
term “United States” means the United States of America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and


 


(v)           all
other terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Indenture.


 






    31


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used in
the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


TEN COM – as tenants in common


 


TEN ENT – as tenants by the entireties


 


JT TEN – as joint tenants with right of survivorship
and not as tenants in common


 


UNIF
GIFT MIN ACT – ____________ (Custodian) ____________ (Minor)


 


Under
Uniform Gifts to Minors Act ____________ (State)


 


Additional abbreviations may also be used though not
in the above list.


 






    32


     


    

 


FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto


 


[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE]


 


 


[PLEASE PRINT OR TYPE NAME AND
ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


 


the within Note and all rights
thereunder, hereby irrevocably constituting and appointing


 


                                                                                                                                                                                                                                attorney
to transfer such Note on the books of the Company, with full power of substitution in the premises.


 


	 	 	Signature	 
	 		 
	Dated: ___________________	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.


 






    33


     


    

 


OPTION TO ELECT REPAYMENT


 


The undersigned hereby irrevocably request(s) the
Company to repay $______ principal amount of the within Note, pursuant to its terms, on the Optional Repayment Date first occurring
after the date of receipt of the within Note as specified below, together with interest thereon accrued to the date of repayment,
to the undersigned, at


 


                                                                                                                                                                                                                                


 


                                                                                                                                                                                                                                


(Please print or typewrite name and address of the undersigned)


 


and to issue to the undersigned, pursuant to the terms of the
Indenture, a new Note or Notes representing the remaining principal amount of this Note.


 


For this Option to Elect Repayment to be effective, this Note
with the Option to Elect Repayment duly completed must be received by the Company within the relevant time period set forth above
at its office or agency in the Borough of Manhattan, the City and State of New York, located initially at the office of the Trustee,
[240 Greenwich Street, Floor 7E, New York, New York 10286, Attention: Corporate Finance].


 


	 	 	Signature	 
	 	 	 
	Dated: ___________________	 	NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement.



 






    34


     


    

 


SCHEDULE OF EXCHANGES OF SUBORDINATED MEDIUM-TERM
NOTES


 


(FLOATING RATE)


 


The following exchanges of a part of this Registered Global
Security have been made:


 


	Date of 

Exchange	Amount of 

Decrease in 

Principal 

Amount of this 

Registered 

Global Security	Amount of 

Increase in 

Principal 

Amount of this 

Registered 

Global Security	Principal 

Amount of this

 Registered

 Global Security

 Following Such 

Decrease (or

 Increase)	Signature of 

Authorized 

Officer of 

Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






    35