Exhibit 4.3


 


AMENDMENT NO. 2 TO FISCAL AGENCY
AGREEMENT


This AMENDMENT
NO. 2 TO FISCAL AGENCY AGREEMENT (this “Amendment”) is hereby entered into as of December 12, 2016 by and between
LANDWIRTSCHAFTLICHE RENTENBANK, a credit institution under the laws of the Federal Republic of Germany (the “Bank”),
and BANKERS TRUST COMPANY now known as DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation duly incorporated and
existing under the laws of the state of New York, as fiscal agent (the “Fiscal Agent”).


WHEREAS the Bank
and the Fiscal Agent entered into that certain Fiscal Agency Agreement, dated October 16, 2001, governing the issuance of Securities
by the Bank (as amended on December 12, 2013, the “Agreement”).


WHEREAS the Bank
and the Fiscal Agent wish to amend the Agreement to replace the form of securities attached as Exhibit A to the Agreement with
a new form of securities.


SECTION 1. Definitions.
All capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Agreement.


SECTION 2. Forms
of Securities. Exhibit A (entitled “Form of Security”) to the Agreement is hereby replaced in its entirety by Exhibit
A (entitled “Form of Security”) hereto.


SECTION 3. All
terms and conditions of the Agreement not specifically amended herein shall remain in full force and effect.


SECTION 4. Governing
Law. This Amendment shall be governed by, and interpreted in accordance with, the internal laws of the State of New York, except
that all matters governing authorization of issuance of any series of Securities and execution thereof by the Bank shall be governed
by the laws of the Federal Republic of Germany.


SECTION 5. Notices.
All notices or communications under the Fiscal Agency Agreement, except as otherwise specifically provided, shall be in English
and in writing and if sent to the Fiscal Agent shall be delivered, transmitted by facsimile, telexed or telegraphed to it at +1-732-578-4635
or if sent to the Bank shall be delivered or transmitted by facsimile to it at Landwirtschaftliche Rentenbank, Hochstrasse 2, 60313
Frankfurt, Germany, (Facsimile: +49 69-2107-6507), Attention: Operations Financial Markets. The foregoing addresses for notices
or communications may be changed by written notice given by the addressee to each party hereto, and the addressee’s address
shall be deemed changed for all purposes from and after the giving of such notice.


If the Fiscal
Agent shall receive any notice or demand addressed to the Bank by the holder of a Security, the Fiscal Agent shall promptly forward
such notice or demand to the Bank.


All notices given
as aforesaid shall be effective when actually received.


Notices to holders
of Securities of a Series shall be given as provided in the terms of the Securities of such Series, provided, however,
if the Fiscal Agent is requested in writing to give




    	 



    	 



    

notice in the name and at the expense
of the Bank it shall receive notice from the Bank at least 5 days prior to the last date for notice to the holders.


SECTION 6. Headings.
The section headings herein are for convenience only and shall not affect the construction hereof.


SECTION 7. Counterparts.
This Amendment may be executed in one or more counterparts, and by each party separately on a separate counterpart, and each such
counterpart when executed and delivered shall be deemed to be an original. Such counterparts shall together constitute one and
the same instrument.


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above written.


	 	
        LANDWIRTSCHAFTLICHE RENTENBANK

         

         

         

	 	
        By:/s/ Martin Middendorf                                     

        Name:Martin Middendorf

        Title:Director

	 	
         

         

         

	 	
        By:/s/ Andreas
        Mücke                                         

        Name:Andreas
        Mücke

        Title:Director

	 	
         

         

         

	 	
        DEUTSCHE BANK TRUST COMPANY AMERICAS

         

         

         

	 	By:/s/ Carol Ng                                                    

                                                          Name:Carol Ng

                                                          Title: Vice President
     

                                                           

                                                           

                                                           

                                                          By:/s/ Li Jiang                                                
    

                                                          Name:Li Jiang

                                                          Title: Vice President  

                                                          

	 	

                                                          

	 	







    	 	2	 



     

    

EXHIBIT A


 


FORM OF SECURITY


[Form of Face of Security]


	 	[CUSIP:   ____________]

[ISIN:  _____________]

[Common Code:  ________]






LANDWIRTSCHAFTLICHE RENTENBANK


___% Notes due _____


	No. R-____	$______________


 


LANDWIRTSCHAFTLICHE
RENTENBANK (herein called the “Bank”), for value received, hereby promises to pay to [Cede & Co.], or registered
assigns, the principal sum of $________ on ________, and to pay interest thereon from ________ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, [semi-annually] in arrears on ________ [and ________] of each
year, commencing ________ (each an “Interest Payment Date”), at the rate of ____% per annum to be determined in accordance
with the provisions hereinafter set forth, until the principal hereof is paid or made available for payment, and (to the extent
that the payment of such interest shall be legally enforceable) at the rate of ___% per annum on any overdue principal [and premium]
and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided herein and in the Fiscal Agency Agreement hereinafter referred to, be paid to the person (the “Registered
Holder”) in whose name this Security (or one or more predecessor Securities) is registered on the close of business on the
________ [or ________] (whether or not a business day), as the case may be ([each] the “Regular Record Date”), next
preceding such Interest Payment Date. Interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Registered Holder on such
Regular Record Date and may either be paid to the person in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on a special record date for the payment of such interest to be fixed by the Bank, notice whereof
shall be given to Registered Holders of Securities of this series not less than 10 days prior to such special record date, or be
paid at any time in any other




    	 



    	 



    

lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange.


Principal of
(and premium, if any, on) this Security shall be payable against surrender hereof at the principal corporate trust office of the
Fiscal Agent hereinafter referred to [or at such other offices or agencies as the Bank may designate and notify the holders as
provided in Sections [3 and 4] hereof] and at the offices of such other Paying Agents as the Bank shall have appointed pursuant
to the Fiscal Agency Agreement. Payments of principal shall be made against surrender of registered Securities of a series, and
payments of principal of (and premium, if any, on) and interest on this Security shall be made, in accordance with the foregoing
and subject to applicable laws and regulations, by check mailed on or before the due date for such payment to the person entitled
thereto at such person’s address appearing on the aforementioned register or, in the case of payments of principal (and premium,
if any) to such other address as the Registered Holder may specify upon such surrender; provided, however, that any payments shall
be made, in the case of a Registered Holder (other than any Registered Holder of a Global Note) of at least [U.S.$]1,000,000 aggregate
principal amount of Securities of such series, by wire transfer to an account maintained by the payee with a bank located in The
City of New York if such Registered Holder so elects by giving written notice to the Fiscal Agent, not less than 15 days (or such
fewer days as the Fiscal Agent may accept in its judgment) prior to the record date (the “Record Date”) for payments
to be made, of such election and of the account details to which payments are to be made. The Bank covenants that until this Security
has been delivered to the Fiscal Agent for cancellation, or monies sufficient to pay the principal of (and premium, if any, on)
and interest on this Security have been made available for payment and either paid or returned to the Bank as provided herein,
it will at all times maintain offices or agencies in the Borough of Manhattan, The City of New York and in Europe which, so long
as the Securities are listed on the [SIX Swiss Exchange][Luxembourg Stock Exchange][other] and such Exchange shall so require,
shall include an office or agency in [Switzerland] for the payment of the principal of (and premium, if any, on) and interest on
the Securities as herein provided.


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


Unless the certificate
of authentication hereon has been executed by the Fiscal Agent by manual signature, this Security shall not be valid or obligatory
for any purpose.




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IN WITNESS WHEREOF,
the Bank has caused this instrument to be duly executed.


Dated: __________


	 	
        LANDWIRTSCHAFTLICHE RENTENBANK

         

         

         

	 	
        By:_______________________________________________

        Name:

        Title:

	 	
         

         

         

	 	
        By:_______________________________________________

        Name:

        Title:



 


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


	 	
        DEUTSCHE BANK TRUST COMPANY AMERICAS

        as Fiscal Agent

         

         

	 	
        By:_______________________________________________

        Authorized Signatory



 




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[Form of Reverse of Security]


$________ ___% Notes due ___


1.       This
Security is one of a duly authorized issue of debt securities of the Bank (herein called the “Securities”), issued
and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of October 16, 2001, as amended by
Amendment No. 1 to Fiscal Agency Agreement, dated as of December 12, 2013 and Amendment No. 2 to the Fiscal Agency Agreement, dated
as of December 12, 2016 (as amended, herein called the “Fiscal Agency Agreement”), between the Bank and Deutsche Bank
Trust Company Americas, as Fiscal Agent (herein called the “Fiscal Agent”, which term includes any successor fiscal
agent under the Fiscal Agency Agreement), copies of which Fiscal Agency Agreement are on file and available for inspection at the
principal corporate trust office of the Fiscal Agent in the Borough of Manhattan, The City of New York and, so long as the Securities
are listed on the [SIX Swiss Exchange][Luxembourg Stock Exchange][other] and such Exchange shall so require, at the office
of the Paying Agent hereinafter named in [Switzerland][Luxembourg][other]. This Security is one of the series designated
on the face hereof, limited in aggregate principal amount to [U.S.$]________, except as provided in Section 2 below. The Fiscal
Agency Agreement may be amended from time to time in accordance with the terms thereof.


The Securities
are the unsecured and unsubordinated obligations of the Bank and will rank pari passu with all other evidences of indebtedness
issued in accordance with the Fiscal Agency Agreement and at least equally with all other unsecured and unsubordinated obligations
of the Bank, present and future (subject to certain statutory exceptions under the laws of the Federal Republic of Germany (the
“Republic”)).


2.       The
Securities are issuable in fully registered form, and rank pari passu without any discrimination, preference or priority
among them whatsoever. Securities are issuable in [the] authorized denomination[s] of [U.S.$]_____ and any integral multiple thereof.


The Bank reserves
the right from time to time without the consent of the holders of the Securities of any series to issue further Securities having
identical terms and conditions with the Securities of such series, so that such further Securities shall be consolidated, form
a single series with and increase the aggregate principal amount of the Securities of such series. In the event of any such increase,
the term “Securities” shall from then on also refer to such additionally issued Securities.




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3.       The
Bank shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be surrendered
for registration of transfer or exchange. The Bank has initially appointed the principal corporate trust office of the Fiscal Agent
as its agent in the Borough of Manhattan, The City of New York, for such purpose and has agreed to cause to be kept at such office
a register in which, subject to such reasonable regulations as it may prescribe, the Bank will provide for the registration of
Securities and registration of transfers of Securities. The Bank reserves the right to vary or terminate the appointment of the
Fiscal Agent as security registrar or of any Transfer Agent or to appoint additional or other registrars or Transfer Agents or
to approve any change in the office through which any security registrar or any Transfer Agent acts, provided that there will be,
for so long as this Security shall be outstanding, a security registrar in the Borough of Manhattan, The City of New York and in
Europe which, so long as the Securities are listed on the [SIX Swiss Exchange][Luxembourg Stock Exchange][other] and such
Exchange shall so require, shall include an office or agency in [Switzerland][Luxembourg][other] for the payment of the
principal of and interest on the Securities as herein provided.


The transfer
of a Security is registrable on the aforementioned register upon surrender of such Security at the principal corporate trust office
of the Fiscal Agent duly endorsed by, or accompanied by a written instrument of transfer in a form satisfactory to the Bank and
the Fiscal Agent duly executed by, the Registered Holder thereof or his attorney duly authorized in writing. Upon such surrender
of this Security for registration of transfer, the Bank shall execute, and the Fiscal Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of
any authorized denominations and of a like aggregate principal amount.


At the option
of the Registered Holder upon request confirmed in writing, Securities may be exchanged for Securities of any authorized denominations
and of a like tenor, form and aggregate principal amount upon surrender of the Securities to be exchanged at the [office of any
Transfer Agent or at the] principal corporate trust office of the Fiscal Agent. Whenever any Securities are so surrendered for
exchange, the Bank shall execute, and the Fiscal Agent shall authenticate and deliver, the Securities which the Registered Holder
making the exchange is entitled to receive. Any registration of transfer or exchange will be effected upon the Fiscal Agent, as
the case may be, being satisfied with the documents of title and identity of the person making the request and subject to such
reasonable regulations as the Bank may from time to time agree with the Fiscal Agent.




    	 	A-5	 



     

    

All Securities
issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Bank, evidencing the same
debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service
charge shall be made for any registration of transfer or exchange, but the Bank, the Fiscal Agent, or any other agent of the Bank
appointed pursuant to the Fiscal Agency Agreement may require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge payable in connection therewith, other than an exchange in connection with a partial redemption of a Security
not involving any registration of a transfer.


Prior to due
presentment of this Security for registration of transfer, the Bank, the Fiscal Agent and any agent of the Bank or the Fiscal Agent
may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security
be overdue, and neither the Bank nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary.


4.       (a)
The Bank shall pay to the Fiscal Agent at its principal office in the Borough of Manhattan, The City of New York, on or prior to
each Interest Payment Date, any redemption date and the maturity date of the Securities, in funds available on or prior to the
opening of business in New York City on such date, in such amounts sufficient (with any amounts then held by the Fiscal Agent and
available for the purpose) to pay the interest on, the redemption price of and accrued interest (if the redemption date is not
an Interest Payment Date) on, and the principal of, the Securities due and payable on such Interest Payment Date, redemption date
or maturity date, as the case may be. The Fiscal Agent shall apply the amounts so paid to it to the payment of such interest, redemption
price and principal in accordance with the terms of the Securities. Any monies paid by the Bank to the Fiscal Agent for the payment
of the principal of (or premium, if any, on) or interest on any Securities and remaining unclaimed at the end of two years after
such principal (or premium) or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise)
shall then be repaid to the Bank upon its written request, and upon such repayment all duties of the Fiscal Agent with respect
thereto shall cease, without, however, limiting in any way any obligation the Bank may have to pay the principal of (or premium,
if any) and interest on this Security as the same shall become due.


(b)       In
any case where the due date for the payment of the principal of (or premium, if any, on) or interest on any Security or the date
fixed for redemption of any Security shall not be a business day (as defined below), then payment of principal (and premium) or
interest need not be made on such date at such place but may be made on the next succeeding business day, with the same




    	 	A-6	 



     

    

force and effect as if made on the
date for such payment or the date fixed for redemption, and no interest shall accrue for the period after such date.


[Add any appropriate
definition of business day and description of business day convention.]


5.       (a)
All payments of principal of, and interest on, this Security by the Bank or any substitute obligor pursuant to Section 14 hereof
will be made without deduction or withholding for or on account of any present or future taxes, assessments, duties or other governmental
charges of whatever nature imposed or levied by or on behalf of the Republic or of any political subdivision thereof or any authority
or agency therein or thereof having power to tax (including such amounts deducted or withheld under any law or directive of the
European Union that has the effect of law in the Republic) (“German tax”), unless the withholding or deduction of such
German tax is required by law. In that event, the Bank or the substitute obligor shall pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts receivable by the holder of this Security after such withholding
or deduction shall equal the respective amounts which would have been receivable by such holder in the absence of such withholding
or deduction, except that no such additional amounts shall be payable in relation to any payment in respect of this Security:


(i)       to,
or to a third party on behalf of, a holder or beneficial owner of this Security who is liable to such German tax in respect of
this Security by reason of his having some connection with the Republic other than merely holding this Security or receiving principal,
interest or other amounts in respect of this Security;


(ii)       where
any such German tax is imposed or levied otherwise than by deduction or withholding from any payment of principal or interest;


(iii)       where
such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive
2003/48/EC or any other Directive on the taxation of savings implementing the conclusions of the ECOFIN Counsel meeting of November
26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive or law; or


(iv)       which
are presented (where presentation is required) for payment by or on behalf of a holder who would be able to avoid such withholding
or deduction by presenting the relevant Securities to another Paying Agent in a Member State of the European Union.




    	 	A-7	 



     

    

In addition,
any amounts to be paid on the Securities will be paid net of any deduction or withholding imposed or required pursuant to Sections
1471 through 1474 of the United States Internal Revenue Code of 1986 (the “Code”), any current or future regulations
or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory
legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation
of such Section of the Code, and no additional amounts will be required to be paid on account of any such deduction or withholding.


If the Bank or
a substitute obligor becomes subject generally at any time to any taxing jurisdiction other than or in addition to the jurisdiction
of the Republic, the requirement under this Section 5 to pay Additional Amounts shall also apply with reference to such other jurisdiction(s).


For the avoidance
of ambiguity, references in this Section 5 to the Republic shall be treated as including such other jurisdiction(s) or any political
subdivision thereof or any authority or agency therein or thereof having the power to tax, and references to German tax shall be
treated as including any taxes, assessments, duties or other governmental charges imposed or levied by or on behalf of such other
jurisdiction(s) or such political subdivision, authority or agency.


Except as otherwise
set forth in this Security and in the Fiscal Agency Agreement, the Bank shall pay all stamp and other duties, if any, which may
be imposed by the Republic, the United States or any political subdivision thereof or taxing authority of or in the foregoing with
respect to the Fiscal Agency Agreement or the issuance of this Security.


(b)       Except
as specifically provided in this Security, the Bank shall not be required to make any payment with respect to any tax, assessment
or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein in connection
with this Security. Whenever in this Security there is a reference, in any context, to the payment of the principal of or interest
on, or in respect of, any Security, such mention shall be deemed to include mention of the payment of additional amounts provided
for in Section 5(a) to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant
to the provisions of such section and express mention of the payment of additional amounts (if applicable) in any provisions hereof
shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made.




    	 	A-8	 



     

    

6.       (a)
If as a result of any change in the laws or regulations or rulings of the Republic (or, in the case of a substitute obligor pursuant
to Section 14 hereof, the applicable jurisdiction in which such substitute obligor is organized) or of any political subdivision
thereof or agency therein or thereof having the power to tax, or any change, in the official position regarding the interpretation
or administration of any such laws, regulations or rulings, which change is proposed and becomes effective after the date of original
issuance of the Securities of this series in the case of the Bank (or after the date on which the substitute obligor became such
pursuant to Section 14 hereof, in the case of the substitute obligor), the Bank or the substitute obligor would be required to
pay Additional Amounts in respect of such Securities and such circumstances are evidenced by the delivery by the Bank to the Fiscal
Agent of a certificate signed by two Authorized Officers of the Bank stating that the said circumstances prevail and describing
the facts leading thereto and an opinion of the internal legal counsel of the Bank to the effect that such circumstances prevail,
the Bank or the substitute obligor may, at its option and having given no less than 30 days’ notice to the holders, redeem
the Securities of this series in their entirety and not in part at their respective principal amounts together with accrued interest
(if any) thereon. No such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Bank or
the substitute obligor would be obliged to pay such additional amounts were a payment in respect of the Securities of this series
then due.


(b)       Notices
to redeem Securities shall be given to holders of Securities in writing mailed, first-class postage prepaid, to each holder of
Securities so to be redeemed, at his address as it appears in the register herein above referred to. Such notice will be given
once not more than 60 days nor less than 30 days prior to the date fixed for redemption. If by reason of the suspension of regular
mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Securities in the manner
prescribed herein, then such notification in lieu thereof as shall be made by the Bank or by the Fiscal Agent on behalf of and
at the instruction of the Bank shall constitute sufficient provision of such notice, if such notification shall, so far as may
be practicable, approximate the terms and conditions of the mailed notice in lieu of which it is given. Neither the failure to
give notice nor any defect in any notice given to any particular holder of a Security shall affect the sufficiency of any notice
with respect to other Securities. Such notices will be deemed to have been given on the date of mailing. Notices to redeem Securities
shall specify the date fixed for redemption, the applicable redemption price, the place or places of payment, that payment will
be made upon presentation and surrender of the Securities to be redeemed, that interest accrued to the date fixed for redemption
(unless such date is an Interest Payment Date) will be paid as specified in said notice, and that on and after said date interest
thereon will cease to accrue.




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(c)       If
notice of redemption has been given in the manner set forth in clause (b) of this Section 6, the Securities so to be redeemed shall
become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities at
the place or places specified in such notice, the Securities shall be paid and redeemed by the Bank at the places and in the manner
herein specified and at the redemption price herein specified together with accrued interest (unless the redemption date is an
Interest Payment Date) to the redemption date. From and after the redemption date, if monies for the redemption of Securities called
for redemption shall have been made available at the principal corporate trust office of the Fiscal Agent for redemption on the
redemption date, the Securities called for redemption shall cease to bear interest, and the only right of the holders of such Securities
shall be to receive payment of the redemption price together with accrued interest (unless the redemption date is an Interest Payment
Date) to the redemption date as aforesaid. If monies for the redemption of the Securities are not made available for payment until
after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been so
made available.


7.       In
the event that the Bank fails to pay any amount of principal (and premium, if any) or interest in respect of this Security within
30 days of the due date for payment thereof, the Registered Holder of this Security may, at such holder’s option, declare
the principal of this Security and the interest accrued hereon to be due and payable immediately by written notice to the Bank
and the Fiscal Agent at its principal corporate trust office, and unless such default shall have been cured by the Bank prior to
receipt of such written notice, the principal of this Security and the interest accrued [thereon][on such amount] shall become
and be immediately due and payable.


8.       If
any mutilated Security is surrendered to the Fiscal Agent, the Bank shall execute, and the Fiscal Agent shall authenticate and
deliver in exchange therefor, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.


If there be delivered
to the Bank and the Fiscal Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and any agent of each of them harmless, then, in the
absence of notice to the Bank or the Fiscal Agent that such Security has been acquired by a bona fide purchaser, the Bank shall
execute, and upon its request the Fiscal Agent shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security
a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.




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Upon the issuance
of any new Security under this Section 8, the Bank may require the payment of a sum sufficient to cover any stamp or other tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and the expenses
of the Fiscal Agent) connected therewith.


Every new Security
issued pursuant to this Section 8 in lieu of any destroyed, lost or stolen Security, shall constitute an original additional contractual
obligation of the Bank, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone.


Any new Security
delivered pursuant to this Section shall be dated the date of its authentication.


The provisions
of this Section 8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.


9.       (i)
At any meeting of holders of the Securities duly called and held as specified in the Fiscal Agency Agreement, upon the affirmative
vote, in person or by proxy thereunto duly authorized in writing, of the holders of not less than a majority in aggregate principal
amount of the Securities the outstanding represented at such meeting, or (ii) with the written consent of the owners of not less
than a majority in aggregate principal amount of the Securities then outstanding, the Bank and the Fiscal Agent may modify, amend
or supplement the terms of the Securities or, insofar as respects the Securities, the Fiscal Agency Agreement, in any way, and
the holders of the Securities may make, take or give any request, demand, authorization, direction, notice, consent, waiver or
other action provided by the Fiscal Agency Agreement of the Securities to be made, given or taken by holders of the Securities;
provided, however, that prior to giving such notice or attending any such meeting, the Bank or the holders requesting such meeting,
as the case may be, shall have furnished to the Fiscal Agent indemnity or an advance of funds satisfactory to the Fiscal Agent
from and against or for all fees, costs and expenses (including the reasonable fees or expenses of its counsel) it may incur in
connection with giving such notice or attending such meeting; provided further, however that no such action may, without the consent
of the holder of each Security, (A) change the due date for payment of the principal of (or premium, if any) or any installment
of interest on any Security, (B) reduce the principal amount of any Security, the portion of such principal amount which is payable
upon the acceleration of the maturity of any Security, the interest rate thereon or the premium payable upon redemption thereof,
(C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal
in respect of the Securities




    	 	A-11	 



     

    

is payable, (D) shorten the period
during which the Bank is not permitted to redeem the Securities, or permit the Bank to redeem the Securities, if, prior to such
action, the Bank is not permitted so to do, (E) reduce the proportion of the principal amount of Securities the vote or consent
of the holders of which is necessary to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of
the Securities or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action
provided hereby or thereby to be made, taken or given, or (F) change the obligation of the Bank to pay additional amounts. The
Bank and the Fiscal Agent may, without the vote or consent of any holder of Securities, amend the Fiscal Agency Agreement or the
Securities for the purpose of (A) adding to the covenants of the Bank for the benefit of the holders of the Securities, (B) surrendering
any right or power conferred upon the Bank, (C) securing the Securities pursuant to the requirements of the Securities or otherwise,
(D) curing any ambiguity, or curing, correcting or supplementing any defective provisions of the Securities or (E) amending the
Fiscal Agency Agreement or the Securities in any manner which shall not be inconsistent in any material respect with the Securities
and which shall not adversely affect in any material respect the interest of any holder of Securities.


10.       No
reference herein to the Fiscal Agency Agreement and no provision of this Security or of the Fiscal Agency Agreement shall alter
or impair the obligation of the Bank, which is absolute and unconditional, to pay the principal of (or premium, if any, on) and
interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.


11.       This
Security shall be governed by, and interpreted in accordance with, the internal laws of the State of New York, except all that
matters governing authorization and execution of this Security by the Bank shall be governed by the laws of the Republic.


12.       The
Bank hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened
precedent to the creation and issuance of this Security, and to constitute this Security the valid obligation of the Bank in accordance
with its terms have been done and performed and have happened in due and strict compliance with the applicable laws of the Republic.


13.       The
Bank has appointed Corporation Service Company as its authorized agent (the “Authorized Agent”) upon whom process may
be served in any suit, action or proceeding arising out of or based on the Securities (“Proceedings”) which may be
instituted in any State or Federal court in the City of New York by the holder of any Security, and the Bank, to the fullest extent
permitted by applicable law, hereby expressly accepts the jurisdiction of any such




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court in respect of such Proceedings.
Such appointment shall be irrevocable until all amounts in respect of the principal of (and premium, if any) and any interest due
and to become due on or in respect of all the Securities have been provided to the Fiscal Agent pursuant to the terms of the Fiscal
Agency Agreement and either paid or returned to the Bank as provided in Section 8(b) of the Fiscal Agency Agreement; except that
if, for any reason, Corporation Service Company ceases to be able to act as such authorized agent or to have an address in the
Borough of Manhattan, The City of New York, the Bank will appoint another person in the Borough of Manhattan, The City of New York
as its authorized agent. The Bank is also subject to suit in competent courts in the Republic to the extent permitted by applicable
law and, as long as the Notes are listed on the [SIX Swiss Exchange, in ordinary courts of the Canton of Geneva, Switzerland][Luxembourg
Stock Exchange, in ______][other].


In respect of
any Proceedings, to the fullest extent permitted by applicable law, the Bank irrevocably consents to the giving of any relief and
the issue of any process in connection with such Proceedings, including, without limitation, the making, enforcement, or execution
(against any assets whatsoever, irrespective of their uses or intended uses) of any order or judgment made or given in any such
Proceedings, and, to the extent that the Bank may in any jurisdiction claim for itself or its assets, or have attributed to it
or its assets, any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, the Bank hereby irrevocably
agrees not to claim and waives such immunity to the fullest extent permitted by law.


14.(a)The
Bank shall without the consent of the holders of the Securities of a series be entitled at any time to substitute for itself any
other company (a “substitute obligor”) 100% of the shares or other equity interest carrying the right to vote of which
are directly or indirectly owned by the Bank, as principal debtor in respect of all obligations arising from or in connection with
the Securities of such series, provided that the substitute obligor is in a position to fulfill all payment obligations arising
from or in connection with the Securities of such series without the necessity of any taxes or duties to be withheld at source,
and to transfer any amounts which are required therefor to the Fiscal Agent without any restrictions, and provided further than
the Bank irrevocably and unconditionally guarantees such obligations of the substitute obligor.


(b)       In
the event of such substitution, any reference in this Security to the Bank shall from then on be deemed to refer to the substitute
obligor, and any reference to the Republic shall from then on be deemed to refer to the country of domicile of the substitute obligor
and any reference to the Bank under Section 7 hereof shall from then on be deemed to refer to the substitute obligor and the Bank
in its capacity as guarantor.




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15.       Unless
otherwise specified in the Fiscal Agency Agreement or this Security, whenever the Fiscal Agency Agreement or this Security requires
that the Bank or the Fiscal Agent give notice to the Registered Holder(s) hereof, the Bank or the Fiscal Agent will cause such
notice to be mailed by first-class mail to such holder at his address set forth the registrar maintained by the Fiscal Agent.






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