Common use of OPTION TO ELECT REPAYMENT Clause in Contracts

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Security (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other place or places of which the Company shall from time to time notify the Holders of the Securities, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security is to be repaid, specify the portion hereof (which shall be increments of US$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be an Authorized Denomination) of the Securities to be issued to the holder for the portion of this Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Security (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other place or places of which the Company shall from time to time notify the Holders of the Securities, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security is to be repaid, specify the portion hereof (which shall be increments of US$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be an Authorized Denomination) of the Securities to be issued to the holder for the portion of this Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed beguaranteed by an eligible guarantor institution guarantorinstitution (banks, stockbrokers, savings and savingsand loan associations, and credit unions with unionswith membership in an approved signature guarantee signatureguarantee medallion program), pursuant to Rule toRule 17Ad-15 under the Securities Exchange SecuritiesExchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Security (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other place or places of which the Company shall from time to time notify the Holders of the Securities, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security is to be repaid, specify the portion hereof (which shall be increments of US$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be an Authorized Denomination) of the Securities to be issued to the holder for the portion of this Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed beguaranteed by an eligible guarantor institution guarantorinstitution (banks, stockbrokers, savings and savingsand loan associations, and credit unions with unionswith membership in an approved signature guarantee signatureguarantee medallion program), pursuant to Rule toRule 17Ad-15 under the Securities Exchange SecuritiesExchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:)

OPTION TO ELECT REPAYMENT. TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The undersigned hereby irrevocably request(s) requests and instruct(s) instructs the Company to repay this the attached Security (or portion hereof thereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof thereof together in the case of any such repayment with interest to the Repayment Date, to the undersigned at . For the Security to be repaid at the option of the Holder, the paying agent must receive at its corporate trust office, at least 30 days but not more than 60 days prior to the Repayment Date on which the Security is to be repaid, (i) the Security together with accrued and unpaid interest hereonthis “Option to Elect Repayment” form duly completed or (ii) a telegram, payable to telex, facsimile transmission or a letter from a member of a national securities exchange or the date of repaymentFinancial Industry Regulatory Authority, to Inc. or a commercial bank or trust company in the undersigned, at . (Please print or typewrite United States setting forth the name and address of the undersigned) For this Holder of the Security, the principal amount of the Security, the principal amount of the Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, certificate number or at such other place or places of which the Company shall from time to time notify the Holders a description of the Securitiestenor and terms of the Security, not more than 60 days nor less than 30 days prior a statement that the option to elect repayment is being exercised thereby and a guarantee that the date of repaymentSecurity, this Security together with this "duly completed form entitled “Option to Elect Repayment" ” on the reverse of the Security, will be received by the paying agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such telegram, telex, facsimile transmission or letter shall be effective only if the Security with such form duly completedcompleted are received by the paying agent by such fifth Business Day. If less than the entire principal amount of this the attached Security is to be repaid, specify the portion hereof (which shall be increments of US$1,000) thereof which the holder Holder elects to have repaid repaid: ; and specify the denomination or denominations (which shall be an Authorized Denomination) of the Security or Securities to be issued to the holder Holder for the portion of this the within Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:

OPTION TO ELECT REPAYMENT. TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The undersigned hereby irrevocably request(s) requests and instruct(s) instructs the Company to repay this the attached Security (or portion hereof thereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof thereof together in the case of any such repayment with interest to the Repayment Date, to the undersigned at . For the Security to be repaid at the option of the Holder, the paying agent must receive as its corporate trust office, at least 30 days but not more than 60 days prior to the Repayment Date on which the Security is to be repaid, (i) the Security together with accrued and unpaid interest hereonthis “Option to Elect Repayment” form duly completed or (ii) a telegram, payable to telex, facsimile transmission or a letter from a member of a national securities exchange, or the date of repaymentFinancial Industry Regulatory Authority, to Inc. or a commercial bank or trust company in the undersigned, at . (Please print or typewrite United States setting forth the name and address of the undersigned) For this Holder of the Security, the principal amount of the Security, the principal amount of the Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, certificate number or at such other place or places of which the Company shall from time to time notify the Holders a description of the Securitiestenor and terms of the Security, not more than 60 days nor less than 30 days prior a statement that the option to elect repayment is being exercised thereby and a guarantee that the date of repaymentSecurity, this Security together with this "duly completed form entitled “Option to Elect Repayment" ” on the reverse of the Security, will be received by the paying agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such telegram, telex, facsimile transmission or letter shall be effective only if the Security with such form duly completedcompleted are received by the paying agent by such fifth Business Day. If less than the entire principal amount of this the attached Security is to be repaid, specify the portion hereof (which shall be increments of US$1,000) thereof which the holder Holder elects to have repaid repaid: ; and specify the denomination or denominations (which shall be an Authorized Denomination) of the Security or Securities to be issued to the holder Holder for the portion of this the within Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:

OPTION TO ELECT REPAYMENT. TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The undersigned hereby irrevocably request(s) requests and instruct(s) instructs the Company to repay this the attached Security (or portion hereof thereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof thereof together in the case of any such repayment with interest to the Repayment Date, to the undersigned at . For the Security to be repaid at the option of the Holder, the paying agent must receive at its corporate trust office, at least 30 days but not more than 60 days prior to the Repayment Date on which the Security is to be repaid, (i) the Security together with accrued and unpaid interest hereonthis “Option to Elect Repayment” form duly completed or (ii) a telegram, payable to telex, facsimile transmission or a letter from a member of a national securities exchange or the date of repaymentFinancial Industry Regulatory Authority, to Inc. or a commercial bank or trust company in the undersigned, at . (Please print or typewrite United States setting forth the name and address of the undersigned) For this Holder of the Security, the principal amount of the Security, the principal amount of the Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, certificate number or at such other place or places of which the Company shall from time to time notify the Holders a description of the Securitiestenor and terms of the Security, not more than 60 days nor less than 30 days prior a statement that the option to elect repayment is being exercised thereby and a guarantee that the date of repaymentSecurity, this Security together with this "duly completed form entitled “Option to Elect Repayment" ” on the reverse of the Security, will be received by the paying agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such telegram, telex, facsimile transmission or letter shall be effective only if the Security with such form duly completedcompleted are received by the paying agent by such fifth Business Day. If less than the entire principal amount of this the attached Security is to be repaid, specify the portion hereof (which shall be increments of US$1,000) thereof which the holder Holder elects to have repaid repaid: ; and specify the denomination or denominations (which shall be an Authorized Denomination) of the Security or Securities to be issued to the holder Holder for the portion of this the within Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:.

OPTION TO ELECT REPAYMENT. TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The undersigned hereby irrevocably request(s) requests and instruct(s) instructs the Company to repay this the attached Security (or portion hereof thereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof thereof together in the case of any such repayment with interest to the Repayment Date, to the undersigned at . For the Security to be repaid at the option of the Holder, the paying agent must receive as its corporate trust office, at least 30 days but not more than 60 days prior to the Repayment Date on which the Security is to be repaid, (i) the Security together with accrued and unpaid interest hereonthis “Option to Elect Repayment” form duly completed or (ii) a telegram, payable to telex, facsimile transmission or a letter from a member of a national securities exchange, or the date of repaymentFinancial Industry Regulatory Authority, to Inc. or a commercial bank or trust company in the undersigned, at . (Please print or typewrite United States setting forth the name and address of the undersigned) For this Holder of the Security, the principal amount of the Security, the principal amount of the Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, certificate number or at such other place or places of which the Company shall from time to time notify the Holders a description of the Securitiestenor and terms of the Security, not more than 60 days nor less than 30 days prior a statement that the option to elect repayment is being exercised thereby and a guarantee that the date of repaymentSecurity, this Security together with this "duly completed form entitled “Option to Elect Repayment" ” on the reverse of the Security, will be received by the paying agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such telegram, telex, facsimile transmission or letter shall be effective only if the Security with such form duly completedcompleted are received by the paying agent by such fifth Business Day. If less than the entire principal amount of this the attached Security is to be repaid, specify the portion hereof (which shall be increments of US$1,000) thereof which the holder Holder elects to have repaid repaid: ; and specify the denomination or denominations (which shall be an Authorized Denomination) of the Security or Securities to be issued to the holder Holder for the portion of this the within Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:.

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) requests and instruct(s) instructs the Company Issuer to repay this Security the within Note (or portion hereof thereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaidthereof, together with accrued and unpaid interest hereon, payable to the date of repaymentOptional Repayment Date, to the undersigned, undersigned at . (Please print or typewrite name and address of the undersigned) For this Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other place or places of which the Company shall from time to time notify the Holders of the Securities, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security the within Note is to be repaid, specify the portion hereof (which shall be increments of US$1,000) thereof which the holder elects to have repaid repaid:______________; and specify the denomination or denominations (which shall not be an Authorized Denominationless than the minimum authorized denomination) of the Securities Notes to be issued to the holder for the portion of this Security the within Note not being repaid (in the absence of any such specification, one such Security Note will be issued for the portion not being repaid): US$ Signature ):_________ Dated: ___________________________ NOTICE: The signature on this "Option to Elect Repayment" form Repayment must correspond with the name as written upon the face of the within Security instrument in every particular, particular without alteration or enlargement or any change whatsoever[SCHEDULE A]5 NOTE SCHEDULE OF EXCHANGES The initial principal amount of this Note is $__________. Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks[In accordance with the Unit Agreement dated _____________ ___, stockbrokersamong the Issuer, savings and loan associations[ ], as Unit Agent, and credit unions with membership in an approved signature guarantee medallion program)Deutsche Bank Trust Company Americas, pursuant to Rule 17Ad-15 as Trustee under the Securities Exchange Act Indenture referred to therein and the Holders from time to time of 1934. the Units described therein, the following (A) reductions of the principal amount of this Note by cancellation upon the application of such amount to the exercise of Warrants or for any other reason or (B) exchanges of portions of this Note for an interest in a Note that has been separated from a Unit (a “Separated Note”) have been made:]6 [The following abbreviations, when used in the inscription on the face (A) reductions of the within Security, shall be construed as though they were written out principal amount of this Note by cancellation upon the application of such amount to the exercise of Warrants or for any other reason or (B) exchanges of an interest in full according to applicable laws a Note that is part of a Unit (an “Attached Unit Note”) for an interest in this Note have been made:]7 Date of Exchange or regulations. TEN COM - as tenants in common TEN ENT - as tenants Cancellation Principal Amount Canceled Principal Amount Exchanged for Separated Note8 Reduced Principal Amount Outstanding Following Each Exchange or Cancellation Increased Principal Amount of this Note Outstanding Following Such Exchange9 Increased Principal Amount of this Note Outstanding Following Such Exchange10 Notation Made by the entireties JT TEN - as joint tenants with right or on Behalf of survivorship and not as tenants in common UNIF GIFT MIN ACT- Custodian (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:Paying Agent

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company Issuer to repay this Security Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at ______________________________. (Please print or typewrite name and address of the undersigned) For this Security Note to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - 0 Xxxxx 0000XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, XX Xxxxxxxx 00000, AttnAttention: Corporate Trust AdministrationDepartment, or at such other place or places of which the Company Issuer shall from time to time notify the Holders holders of the SecuritiesNotes, not more than 60 45 days nor less than 30 days prior to the date of repayment, this Security Note with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security Note is to be repaid, specify the portion hereof (which shall be increments of US$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be an Authorized Denomination) of the Securities Notes to be issued to the holder for the portion of this Security Note not being repaid (in the absence of any such specification, one such Security Note will be issued for the portion not being repaid): US$ Signature Dated: _______________________________ Signature NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security Note in every particular, without alteration or enlargement or any change whatsoever. ______________________________ Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:.

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company Issuer to repay this Security Note (or portion hereof specified below) pursuant to its terms and provisions at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repaymentrepayment date, to the undersigned, at __________________________________________________________________________________________________________________________. (Please print or typewrite name and address of the undersigned) For this Security Note to be repaid, the undersigned must give to [the Trustee must receive at 000 Xxxx Xxxxxx - Xxxxx 000000000 Xxxxxxxxx Xxxxxxx X., Xxx Xxxx0xx Xxxxx, XX Xxxxxxxxxxxx, Xxxxxxx 00000, Attn: Corporate Trust Administration, ] [the Paying Agent must receive at _____________________________,] or at such other place or places of which the Company shall Issuer from time to time shall notify the Holders registered holder of the Securitiesthis Note, not less than 30 nor more than 60 days nor less than 30 calendar days prior to an Optional Repayment Date, if any, shown in the date of repaymentPricing Supplement, this Security Note with this "“Option to Elect Repayment" ” form duly completed. If less than the entire principal amount of this Security Note is to be repaid, (a) specify the portion hereof which the registered holder elects to have repaid and (b) specify the portion hereof (which shall be increments of US$1,000a minimum amount equal to the Minimum Denomination) which the holder elects to have repaid and specify the denomination or denominations (which shall be an Authorized Denomination) of the Securities to be issued to the holder for the portion of this Security is not being repaid (in the absence of any such specificationspecification to the contrary, one such Security Note will be issued for the portion not being repaid): US$ Signature Dated: ). Date:____________________ NOTICE: The signature on this "Option to Elect Repayment" form Repayment must correspond with the name as written upon the face of the within Security this Note in every particular, without alteration or enlargement or any change whatsoeverwhatever. Signature Guarantee NOTICEPrincipal amount to be repaid, if amount to be repaid is less than the principal amount of this Note (principal amount remaining must be in Minimum Denominations): [U.S.$] Amount to be Reissued (principal amount remaining must be in Minimum Denominations): [U.S.$] ☐ [Option To Use DTC Tender Procedures] [U.S.$] DTC Participant Number: The signature(s) should Fill in registration of Notes if to be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant issued otherwise than to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) untoregistered holder: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE DTC Participant Name: Name DTC Participant Telephone Number: Address: (Please print or typewrite name and address, address including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Security Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereonthereon to, payable to but excluding, the date of repaymentrepayment date, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security Note to be repaid, the undersigned Paying Agent must give to the Trustee receive at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administrationits corporate trust office in The City of New York, or at such other place or places of which the Company shall from time to time notify the Holders Holder of the Securitiesthis Note, not more than 60 days nor less than 30 days prior to an Optional Repayment Date, if any, shown on the date face of repaymentthis Note, this Security Note with this "“Option to Elect Repayment" ” form duly completed. This Note must be received by the Paying Agent by 5:00 P.M., New York City time, on the last day for the giving of such notice. If less than the entire principal amount of this Security Note is to be repaid, specify the portion hereof (which shall be in increments of US$1,000$1,000 unless otherwise specified on the face of this Note, provided that any remaining principal amount shall be an authorized denomination) which the holder Holder elects to have repaid and specify the denomination or denominations (which shall be in an Authorized Denominationamount equal to an authorized denomination) of the Securities Notes to be issued to the holder Holder for the portion of this Security Note not being repaid (in the absence of any such specification, one such Security Note will be issued for the portion not being repaid): US$ Signature Dated: ). $ Date NOTICE: The signature on this "Option to Elect Repayment" form Repayment must correspond with the name as written upon the face of the within Security this Note in every particular, without alteration or enlargement or any change whatsoeverwhatever. Signature Guarantee NOTICEAmerican Honda Finance Corporation Medium-Term Note, Series A Floating Rate Notes due March 11, 2019 CUSIP / ISIN / Common Code: 000000XX0 / XS1288342147 / 128834214 ADDENDUM TO MEDIUM-TERM NOTE The signature(s) should be guaranteed by an eligible guarantor institution (banksattached Note is subject to the terms set forth below. Any references below to “the Notes” means the Company’s Floating Rate Medium-Term Notes, stockbrokersSeries A, savings and loan associationsdue March 11, 2019, and credit unions with membership any reference below to “this Note,” mean the Note of which this Addendum is a part. The provisions of this Addendum supplement, and to the extent different therefrom or inconsistent therewith, supersede, the provisions set forth in an the Note of which this Addendum is part. Any terms used and not otherwise defined in this Addendum shall have the respective meanings set forth in the Notes or, if not defined therein, the Indenture. References to Clearstream and/or Euroclear shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system as may be approved signature guarantee medallion program)by the Company. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, pursuant the Company has caused “CUSIP” numbers to Rule 17Ad-15 under be printed on the Securities Exchange Act of 1934this series as a convenience to the Holders of such Securities. The following abbreviationsNo representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities of this series, when used and reliance may be placed only on the other identification numbers printed hereon. Issuance in Euro Principal, premium, if any, and interest payments in respect of this Note, including any redemption payments on this Note, will be payable in Euro; provided, however, that if euro is not available in the inscription on Company’s good faith judgment for the face payment of the within Securityprincipal, shall be construed as though they were written out in full according premium, if any, or interest with respect 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and addressthis Note, including postal zip code, payments of assignee) redemption of this Note due to the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on imposition of exchange controls or other circumstances beyond the books control of the Company, with full power or is no longer used by the member states of substitution the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, the Company will be entitled to satisfy its obligations to Holders by making that payment in U.S. dollars on the premisesbasis of the Market Exchange Rate (as defined below) as computed by the exchange rate agent on the second Business Day before that payment is due, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date that payment is due or as otherwise determined by the Company in good faith, if the foregoing is impracticable. Dated:Any payment in respect of this Note so made in U.S. dollars will not constitute a default under the Indenture. Neither the Trustee nor the Paying Agent shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company Bank to repay this Security Subordinated Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security Subordinated Note to be repaid, the undersigned must give to the Trustee Issuing and Paying Agent at its offices currently located at 000 Xxxx Xxxxxxxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX X0-XX00-00-0, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, AttnAttention: Corporate Trust AdministrationSecurities Settlement, or at such other place or places of which the Company Bank shall from time to time notify the Holders holder of the Securitiesthis Subordinated Note, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "“Option to Elect Repayment" ” form duly completed. If less than the entire principal amount of this Security Subordinated Note is to be repaid, specify the portion hereof (which shall be increments of US$$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an Authorized Denominationintegral multiple of $1,000 in excess thereof) of the Securities Subordinated Notes to be issued to the holder for the portion of this Security Subordinated Note not being repaid (in the absence of any such specification, one such Security Subordinated Note will be issued for the portion not being repaid): US$ Signature $ Dated: NOTICE: The signature on this "“Option to Elect Repayment" ” form must correspond with the name name, as written upon the face of the within Security Subordinated Note in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE(Form of Floating Rate Global Subordinated Bank Note) THIS SUBORDINATED NOTE IS AN OBLIGATION SOLELY OF PNC BANK, NATIONAL ASSOCIATION (THE “BANK”) AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, ANY OTHER BANK OR THE PNC FINANCIAL SERVICES GROUP, INC. OR ANY AFFILIATE THEREOF OTHER THAN THE BANK. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO CLAIMS OF DEPOSITORS AND GENERAL CREDITORS, IS UNSECURED, AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK. UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SUBORDINATED NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCHAS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS SUBORDINATED NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS SUBORDINATED NOTE MUST BE AN INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS SUBORDINATED NOTE AT ALL TIMES. No. FLR- REGISTERED CUSIP NO.: GLOBAL SUBORDINATED BANK NOTE (Floating Rate) ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: INITIAL INTEREST RATE: % MATURITY DATE3: INTEREST RATE BASIS OR BASES: INDEX MATURITY: IF LIBOR: REGULAR RECORD DATES (if other than the fifteenth calendar day (whether or not a Business Day) next preceding the applicable Interest Payment Date): Designated LIBOR Currency: IF FED FUNDS: ¨ Federal Funds (Effective) Rate ¨ Federal Funds Open Rate ¨ Federal Funds Target Rate INDEX CURRENCY: SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD: INITIAL INTEREST PAYMENT DATE: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD: 3 The signature(sMaturity Date will be five years or more from the Original Issue Date. INTEREST RESET DATES: CALCULATION AGENT (if other than PNC Bank, National Association): INITIAL REDEMPTION DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: INITIAL REDEMPTION PERCENTAGE: HOLDER’S OPTIONAL REPAYMENT DATE(S)4: INTEREST CALCULATION: DAY COUNT CONVENTION ¨ Regular Floating Rate Subordinated Note ¨ 30/360 for the period from and including to but excluding . ¨ Floating Rate/Fixed Rate Subordinated Note ¨ Actual/360 for the period from and including to but excluding . Fixed Rate Commencement Date: Fixed Interest Rate: ¨ Actual/Actual for the period from and including to but excluding . ¨ Fixed Rate/Floating Rate Subordinated Note Fixed Interest Rate: Initial Interest Reset Date: ¨ Step-Up Note: Step-Up Rate Commencement Date: Step-Up Rate Adjustment: ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT: ¨ Yes ¨ Yes ¨ No ¨ No Total Amount of OID: Yield to Maturity: Initial Accrual Period: OTHER PROVISIONS: DEFAULT RATE: % 4 No repayment will be made without the prior written approval of the Office of the Comptroller of the Currency (the “OCC”) should be guaranteed by if such approval is then required under applicable law, regulations or regulatory guidelines (including, without limitation, the applicable capital regulations and guidelines of the OCC). PNC Bank, National Association (the “Bank”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of United States Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest in arrears thereon from and including the Original Issue Date specified above or from and including the most recent interest payment date on which interest on this Subordinated Note (or any predecessor Subordinated Note) has been paid or duly provided for on the Interest Payment Date or Dates specified above (each, an eligible guarantor institution (banks, stockbrokers, savings and loan associations“Interest Payment Date”), and credit unions at maturity or upon earlier redemption or repayment, if applicable, commencing on the Initial Interest Payment Date specified above, at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with membership the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, 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 Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Subordinated Note specified above. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in an approved signature guarantee medallion programwhose name this Subordinated Note (or any predecessor Subordinated Note) is registered at the close of business on the Regular Record Date, which unless otherwise specified above shall be the fifteenth calendar day (whether or not a Business Day (as defined below)) next preceding the applicable Interest Payment Date (a “Regular Record Date”); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date, and will instead be payable to the person in whose name this Subordinated Note (or any predecessor Subordinated Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) determined by the Issuing and Paying Agent (as defined below), notice of which shall be given to the holders of Subordinated Notes not less than 10 calendar days prior to such Special Record Date. Payment of principal of, premium, if any, and interest on, this Subordinated Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Bank will at all times appoint and maintain an issuing and paying agent (which may be the Bank) (the “Issuing and Paying Agent”, which term shall include any successor Issuing and Paying Agent), authorized by the Bank to pay principal of, premium, if any, and interest on, this Subordinated Note on behalf of the Bank pursuant to Rule 17Ad-15 under an issuing and paying agency agreement (the Securities Exchange Act “Issuing and Paying Agency Agreement”) and having an office or agency (the “Issuing and Paying Agent Office”) in New York City or in the city in which the Bank is headquartered (the “Place of 1934Payment”), where this Subordinated Note may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Subordinated Note may be served. The following abbreviationsBank has initially appointed PNC Bank, when used National Association as the Issuing and Paying Agent, with the Issuing and Paying Agent Office currently located at 000 Xxxxxxxxx Xxxxxx Xxxx, X0-XX00-00-0, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Security Settlements. The Bank may resign as or remove the Issuing and Paying Agent pursuant to the terms of the Issuing and Paying Agency Agreement and may appoint a successor Issuing and Paying Agent. Payment of principal of, premium, if any, and interest on, this Subordinated Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Subordinated Note to the inscription Issuing and Paying Agent at the Issuing and Paying Agent Office; provided that this Subordinated Note is presented to the Issuing and Paying Agent in time for the Issuing and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Subordinated Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Issuing and Paying Agent by the person entitled to such payments. Reference herein to “this Subordinated Note”, “hereof”, “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above. Reference is hereby made to the further provisions of this Subordinated Note set forth on the face of reverse hereof, which further provisions shall for all purposes have the within Security, shall be construed same effect 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:if set forth at this place.

OPTION TO ELECT REPAYMENT. The undersigned owner of this Note hereby irrevocably request(s) and instruct(s) elects to have the Company to repay the Face Amount of this Security (Note or portion hereof specified belowbelow designated at (i) the Optional Repayment Percentage multiplied by the Principal Amount of this Note to be repaid in respect of such Face Amount plus accrued interest to the Optional Repayment Date, if this Note is to be repaid pursuant to its terms at a price equal to the Optional Repayment provision described in Section 6 hereof, or (ii) 100% of the principal amount hereof Principal Amount of this Note to be repaid in respect of such Face Amount plus accrued interest to the Optional Reset Date, if this Note is to be repaid pursuant to the Optional Spread or Spread Multiplier Reset provision described in Section 7 hereof or the Extendible Notes provision described in Section 10 hereof. Any such election is irrevocable except as provided in Section 7 or Section 10 hereof. Dated: ----------------- ------------------------------- Signature Sign exactly as name appears on the front of this Note [SIGNATURE GUARANTEED - required only if Notes are to be issued and delivered to other than the registered Holder] Face Amount to be Fill in for registration of repaid, together with accrued and unpaid interest hereon, payable if amount to be Notes if to be issued otherwise repaid is less than the than to the date registered Holder: Face Amount of repayment, to the undersigned, at . this Note (Face Amount Name: --------------------------- remaining must be an Address: ------------------------ authorized denomination) ---------------------- (Please print or typewrite name $ and address including ----------------------- zip code) SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER OPTION TO ELECT TERMINATION OF AUTOMATIC EXTENSION The undersigned owner of this Note hereby irrevocably elects to terminate the automatic extension of this Note or of the undersigned) For portion of the Face Amount of this Security Note below designated. Any such election is irrevocable and will be binding on any subsequent Holder hereof. Dated: ----------------- ------------------------------- Signature Sign exactly as name appears on the front of this Note [SIGNATURE GUARANTEED - required only if Notes are to be repaidissued and delivered to other than the registered Holder] Face Amount to be Fill in for registration of terminated, the undersigned must give if amount to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other place or places of which the Company shall from time be Notes if to time notify the Holders of the Securities, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If be issued otherwise terminated is less than the entire principal amount than to the registered Holder: Face Amount of this Security is to be repaid, specify the portion hereof Note (which shall be increments of US$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall such Face Amount Name: --------------------------- must be an Authorized Denominationauthorized Address: ------------------------ denomination) of the Securities to be issued to the holder for the portion of this Security not being repaid ---------------------- (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the Please print name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s$ and address including ----------------------- zip code) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations. SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER TEN COM - as tenants in common TEN ENT - as tenants tenant by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- ACT - ___ Custodian ___ ---------- ------------- (Cust) (Minor) under Uniform Gifts to Minors Act State ----------- (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(atransfer(s) unto: unto ---------------------------------------------------------------------- (PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ASSIGNEE) (Please print or typewrite name and addressPLEASE PRINT OR TYPE NAME AND ADDRESS, including postal zip codeINCLUDING ZIP CODE, of assigneeOF ASSIGNEE) _ ---------------------------------------------------------------- _ ---------------------------------------------------------------- the within Security Note of LEHMAN BROTHERS HOLDINGS INC. and all rights thereunder, thereunder and hereby irrevocably constitutes and appoints does herxxx xrrevocably constitute Attorney to transfer the said Security Note on the books of the within-named Company, with full power of substitution in the premises. Dated:: Signature: -------------- -------------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) requests and instruct(s) instructs the Company Issuer to repay this Security the within Note (or portion hereof thereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaidthereof, together with accrued and unpaid interest hereon, payable to the date of repaymentOptional Repayment Date, to the undersigned, undersigned at . (Please print or typewrite name and address of the undersigned) For this Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other place or places of which the Company shall from time to time notify the Holders of the Securities, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security the within Note is to be repaid, specify the portion hereof (which shall be increments of US$1,000) thereof which the holder elects to have repaid repaid: ____________; and specify the denomination or denominations (which shall not be an Authorized Denominationless than the minimum authorized denomination) of the Securities Notes to be issued to the holder for the portion of this Security the within Note not being repaid (in the absence of any such specification, one such Security Note will be issued for the portion not being repaid): US$ Signature ________. Dated: __________ NOTICE: The signature on this "Option to Elect Repayment" form Repayment must correspond with the name as written upon the face of the within Security instrument in every particular, particular without alteration or enlargement or enlargement. EXHIBIT B GUARANTEE OF LLOYDS BANKING GROUP PLC LLOYDS BANKING GROUP plc, a public limited company incorporated under the laws of Scotland, United Kingdom with its headquarters in London (the “Guarantor,” which term includes any change whatsoever. Signature Guarantee NOTICE: The signature(ssuccessor guarantor under the Indenture) should be guaranteed by an eligible guarantor institution HEREBY UNCONDITIONALLY GUARANTEES (banksthe “Guarantee”) to each holder of this Note the due and punctual payment of the principal of, stockbrokers, savings any premium and loan associationsinterest on, and credit unions any Additional Amounts with membership in an approved signature guarantee medallion programrespect to this Note and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of this Note and any and all amounts under the Base Indenture (including but not limited to the fees, expenses and indemnities of the Trustee”), pursuant when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of this Note and of the Indenture. In case of the failure of the Issuer punctually to Rule 17Ad-15 pay any such principal, premium, interest, Additional Amounts or sinking fund payment and any and all amounts under the Securities Exchange Act Base Indenture, (including but not limited to, the fees, expenses and indemnities of 1934the Trustee), the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Issuer in accordance with the terms of this Note and of the Indenture. The following abbreviations, when All terms used in this Note which are defined in the inscription on the face of the within Security, 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 Indenture and not as tenants in common UNIF GIFT MIN ACT- Custodian (Cust) (Minor) under Uniform Gifts otherwise defined herein shall have the meanings assigned to Minors Act State Additional abbreviations may also be used though not them in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:Indenture.

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company Bank to repay this Security Subordinated Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security Subordinated Note to be repaid, the undersigned must give to the Trustee Issuing and Paying Agent at its offices located at 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Administration, or at 000 Xxxx Xxxxxx - Xxxxx 000000xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, AttnAttention: Corporate Trust Administration, or at such other place or places of which the Company Bank shall from time to time notify the Holders holders of the SecuritiesSubordinated Notes, not more than 60 days nor less than 30 days prior notice to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security Subordinated Note is to be repaid, specify the portion hereof (which shall be increments of US$$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an Authorized Denominationintegral multiple of $1,000 in excess thereof) of the Securities Subordinated Notes to be issued to the holder for the portion of this Security Subordinated Note not being repaid (in the absence of any such specification, one such Security Subordinated Note will be issued for the portion not being repaid): US$ Signature Dated: $ NOTICE: The signature on this Dated: "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security Subordinated Note in every particular, without alteration or enlargement or any change whatsoever. _____________________________ Signature Guarantee NOTICE: The signature(sExhibit A-4 Form of Floating Rate Global Subordinated Bank Note THIS SUBORDINATED NOTE IS AN OBLIGATION SOLELY OF THE BANK AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, UNION PLANTERS CORPORATION OR ANY OF ITS AFFILIATES OTHER THAN THE BANK. THIS SUBORDINATED NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC") should be guaranteed by an eligible guarantor institution OR ANY OTHER GOVERNMENT AGENCY. THIS SUBORDINATED NOTE IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED. UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (banks55 XXXXX XXXXXX, stockbrokersXXX XXXX, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (CustXXX XXXX) (MinorTHE "DEPOSITARY") under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above listTO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SUBORDINATED NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SUBORDINATED NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE RECEIVEDOR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS SUBORDINATED NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS SUBORDINATED NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS SUBORDINATED NOTE AT ALL TIMES. No. FLR- REGISTERED CUSIP NO.: UNION PLANTERS BANK, NATIONAL ASSOCIATION GLOBAL SUBORDINATED BANK NOTE (Floating Rate) ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: INITIAL INTEREST RATE: % MATURITY DATE: INTEREST RATE INDEX MATURITY: BASIS OR BASES: IF LIBOR: REGULAR RECORD [ ] Libor Telerate DATES (if other than the undersigned hereby sell(s), assign(s15th day [ ] Libor Reuters prior to each Interest Payment Date): IF CMT: [ ] Telerate Page 7051 [ ] Telerate Page 7052 [ ] Weekly Average [ ] Monthly Average INDEX CURRENCY: SPREAD (PLUS OR MINUS) and transfer(a) untoAND/OR SPREAD MULTIPLIER: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, MINIMUM INTEREST RATE: MAXIMUM INTEREST RATE: INTEREST PAYMENT PERIOD: INTEREST PAYMENT DATES: INTEREST RESET PERIOD: INITIAL INTEREST RESET DATE: CALCULATION AGENT: INTEREST RESET DATES: ANNUAL REDEMPTION PERCENTAGE REDUCTION: INITIAL REDEMPTION DATE: HOLDER'S OPTIONAL REPAYMENT DATE(S): INITIAL REDEMPTION PERCENTAGE: DAY COUNT CONVENTION [ ] 30/360 for the period from ________ to ________. [ ] Actual /360 for the period from ________ to ________. [ ] Actual/Actual for the period from ________ to ________. ADDENDUM ATTACHED: [ ] Yes [ ] No ORIGINAL ISSUE DISCOUNT [ ] Yes [ ] No Total Amount of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints OID: Yield to transfer said Security on the books of the Company, with full power of substitution in the premises. DatedMaturity Initial Accrual Period:

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company Bank to repay this Security Senior Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at ____________________________________________ _____________________________________________________________________________. (Please print or typewrite name and address of the undersigned) For this Security Senior Note to be repaid, the undersigned must give to the Trustee Issuing and Paying Agent at 000 Xxxx Xxxxxx - Xxxxx 0000its offices located at 450 West 33rd Street, Xxx XxxxNew York, XX 00000New York 10001, AttnAttention: Corporate Trust AdministrationGlobal Truxx Xxxxxxxxxx Xxxxx, or at such other place or xx xx xxxx xxxxx xxxxx xx places of which the Company Bank shall from time to time notify the Holders holders of the SecuritiesSenior Notes, not more than 60 days nor less than 30 days prior notice to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security Senior Note is to be repaid, specify the portion hereof (which shall be increments of US$$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an Authorized Denominationintegral multiple of $1,000 in excess thereof) of the Securities Senior Notes to be issued to the holder for the portion of this Security Senior Note not being repaid (in the absence of any such specification, one such Security Senior Note will be issued for the portion not being repaid): US$ Signature Dated: $ ------------------------------ ------------------------------ NOTICE: The signature on this Dated: "Option to Elect Repayment" form must ------------------------ correspond with the name as written upon the face of the within Security Senior Note in every particular, without alteration or enlargement or any change whatsoever. -------------------------------- Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution THIS SUBORDINATED NOTE IS AN OBLIGATION SOLELY OF THE BANK AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, ANY OTHER BANK OR CAPITAL ONE FINANCIAL CORPORATION. THIS SUBORDINATED NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THIS SUBORDINATED NOTE IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED. UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (banks55 WATER STREET, stockbrokersNEW YORK, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (CustNEW YORK) (MinorTHE "DEPOSITARY") under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above listTO THE BANK OR ITX XXXXX XXX XXXXXXXXXXXX XX XXXXSFER, EXCHANGE OR PAYMENT, AND ANY SUBORDINATED NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SUBORDINATED NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE RECEIVEDOR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, the undersigned hereby sell(s)CEDE & CO., assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL HAS AN INTEREST HEREIN. THIS GLOBAL SECURITY NUMBER MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR OTHER IDENTIFYING NUMBER BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ASSIGNEE (Please print or typewrite name and addressSUCH SUCCESSOR DEPOSITARY. THIS SUBORDINATED NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS SUBORDINATED NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, including postal zip codeAS AMENDED, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS SUBORDINATED NOTE AT ALL TIMES.

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company Bank to repay this Security Senior Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security Senior Note to be repaid, the undersigned must give to the Trustee Issuing and Paying Agent at its offices currently located at 000 Xxxx Xxxxxxxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX X0-XX00-00-0, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, AttnAttention: Corporate Trust AdministrationSecurities Settlement, or at such other place or places of which the Company Bank shall from time to time notify the Holders holder of the Securitiesthis Senior Note, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "“Option to Elect Repayment" ” form duly completed. If less than the entire principal amount of this Security Senior Note is to be repaid, specify the portion hereof (which shall be increments of US$$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an Authorized Denominationintegral multiple of $1,000 in excess thereof) of the Securities Senior Notes to be issued to the holder for the portion of this Security Senior Note not being repaid (in the absence of any such specification, one such Security Senior Note will be issued for the portion not being repaid): US$ Signature $ Dated: NOTICE: The signature on this "“Option to Elect Repayment" ” form must correspond with the name name, as written upon the face of the within Security Senior Note in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(sXxxxxxx X-0 (Form of Floating Rate Global Senior Bank Note) should be guaranteed by an eligible guarantor institution THIS SENIOR NOTE IS AN OBLIGATION SOLELY OF PNC BANK, NATIONAL ASSOCIATION (banksTHE “BANK”) AND WILL NOT BE AN OBLIGATION OF, stockbrokersOR OTHERWISE GUARANTEED BY, savings and loan associationsANY OTHER BANK OR THE PNC FINANCIAL SERVICES GROUP, and credit unions with membership in an approved signature guarantee medallion programINC. OR ANY AFFILIATE THEREOF OTHER THAN THE BANK. THE OBLIGATIONS EVIDENCED BY THIS SENIOR NOTE RANK EQUALLY WITH ALL OTHER UNSECURED AND UNSUBORDINATED INDEBTEDNESS OF THE BANK, EXCEPT FOR OBLIGATIONS (INCLUDING DOMESTIC (U.S.) DEPOSIT LIABILITIES) THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. UNDER APPLICABLE LAW, CLAIMS OF CERTAIN CREDITORS OF THE BANK, INCLUDING HOLDERS OF DOMESTIC (U.S.) DEPOSITS, WOULD BE ENTITLED TO PRIORITY OVER THE CLAIMS OF GENERAL UNSECURED CREDITORS (SUCH AS THE HOLDERS OF THIS SENIOR NOTE) IN THE EVENT OF A LIQUIDATION OR OTHER RESOLUTION OF THE BANK. THIS SENIOR NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS UNDER THIS SENIOR NOTE ARE NOT SECURED. UNLESS THIS SENIOR NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SENIOR NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRSENTATIVE OF THE DEPOSITARY), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviationsANY TRANSFER, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. PLEDGE OR OTHER USE HEREOF FOR VALUE RECEIVEDOR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCHAS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS SENIOR NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS SENIOR NOTE MUST BE AN INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS SENIOR NOTE AT ALL TIMES. No. FLR- REGISTERED CUSIP NO.: GLOBAL SENIOR BANK NOTE (Floating Rate) ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: INITIAL INTEREST RATE: % MATURITY DATE: INTEREST RATE BASIS OR BASES: INDEX MATURITY: IF LIBOR: Designated LIBOR Currency: REGULAR RECORD DATES (if other than the undersigned hereby sell(s)fifteenth calendar day (whether or not a Business Day) next preceding the applicable Interest Payment Date): IF FED FUNDS: [ ] Federal Funds (Effective) Rate [ ] Federal Funds Open Rate [ ] Federal Funds Target Rate INDEX CURRENCY: SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD: INITIAL INTEREST PAYMENT DATE: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD: INTEREST RESET DATES: CALCULATION AGENT (if other than PNC Bank, assign(s) National Association): INITIAL REDEMPTION DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: INITIAL REDEMPTION PERCENTAGE: HOLDER’S OPTIONAL REPAYMENT DATE(S): INTEREST CALCULATION: DAY COUNT CONVENTION [ ] Regular Floating Rate Senior Note [ ] Floating Rate/Fixed Rate Senior Note [ ] 30/360 for the period from and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:but excluding .

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company Bank to repay this Security Senior Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at ____________________________________________ _____________________________________________________________________________. (Please print or typewrite name and address of the undersigned) For this Security Senior Note to be repaid, the undersigned must give to the Trustee Issuing and Paying Agent at 000 Xxxx Xxxxxx - Xxxxx 0000its offices located at 450 West 33rd Street, Xxx XxxxNew York, XX 00000New York 10001, AttnAttention: Corporate Trust AdministrationGlobal Truxx Xxxxxxxxxx Xxxxx, or at such other place or xx xx xxxx xxxxx xxxxx xx places of which the Company Bank shall from time to time notify the Holders holders of the SecuritiesSenior Notes, not more than 60 days nor less than 30 days prior notice to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security Senior Note is to be repaid, specify the portion hereof (which shall be increments of US$$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an Authorized Denominationintegral multiple of $1,000 in excess thereof) of the Securities Senior Notes to be issued to the holder for the portion of this Security Senior Note not being repaid (in the absence of any such specification, one such Security Senior Note will be issued for the portion not being repaid): US$ Signature Dated: $ ------------------------------ ------------------------------ NOTICE: The signature on this Dated: "Option to Elect Repayment" form must ------------------------ correspond with the name as written upon the face of the within Security Senior Note in every particular, without alteration or enlargement or any change whatsoever. -------------------------------- Signature Guarantee NOTICE: The signature(sTHIS SENIOR NOTE IS AN OBLIGATION SOLELY OF THE BANK AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, ANY OTHER BANK OR CAPITAL ONE FINANCIAL CORPORATION THIS SENIOR NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS EVIDENCED BY THIS SENIOR NOTE RANK PARI PASSU WITH ALL OTHER SENIOR UNSECURED INDEBTEDNESS OF THE BANK, EXCEPT DEPOSIT LIABILITIES (AS PROVIDED IN SECTION 11(D)(11) should be guaranteed by an eligible guarantor institution OF THE FEDERAL DEPOSIT INSURANCE ACT) AND OTHER OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES. IN A LIQUIDATION OR OTHER RESOLUTION OF THE BANK, THIS SENIOR NOTE WOULD BE TREATED DIFFERENTLY FROM, AND HOLDERS OF THIS SENIOR NOTE COULD RECEIVE, IF ANYTHING, SIGNIFICANTLY LESS THAN HOLDERS OF, DEPOSIT LIABILITIES OF THE BANK. UNLESS THIS SENIOR NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (banks55 WATER STREET, stockbrokersNEW YORK, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (CustNEW YORK) (MinorTHE "DEPOSITARY") under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above listTO THE BANK OR ITX XXXXX XXX XXXXXXXXXXXX XX XXXXSFER, EXCHANGE OR PAYMENT, AND ANY SENIOR NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SENIOR NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE RECEIVEDOR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, the undersigned hereby sell(sCEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS SENIOR NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS SENIOR NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS SENIOR NOTE AT ALL TIMES. No. FLR-_____ REGISTERED CUSIP NO.: _____ CAPITAL ONE BANK GLOBAL SENIOR BANK NOTE (Floating Rate), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company Bank to repay this Security Senior Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security Senior Note to be repaid, the undersigned must give to the Trustee Issuing and Paying Agent at its offices located at 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Administration, or at 000 Xxxx Xxxxxx - Xxxxx 000000xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, AttnAttention: Corporate Trust Administration, or at such other place or places of which the Company Bank shall from time to time notify the Holders holders of the SecuritiesSenior Notes, not more than 60 days nor less than 30 days prior notice to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security Senior Note is to be repaid, specify the portion hereof (which shall be increments of US$$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an Authorized Denominationintegral multiple of $1,000 in excess thereof) of the Securities Senior Notes to be issued to the holder for the portion of this Security Senior Note not being repaid (in the absence of any such specification, one such Security Senior Note will be issued for the portion not being repaid): US$ Signature Dated: $ NOTICE: The signature on this Dated: "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security Senior Note in every particular, without alteration or enlargement or any change whatsoever. _____________________________ Signature Guarantee NOTICEExhibit A-3 Form of Fixed Rate Global Subordinated Bank Note THIS SUBORDINATED NOTE IS AN OBLIGATION SOLELY OF THE BANK AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, UNION PLANTERS CORPORATION OR ANY OF ITS AFFILIATES OTHER THAN THE BANK. THIS SUBORDINATED NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC") OR ANY OTHER GOVERNMENT AGENCY. THIS SUBORDINATED NOTE IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED. UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (THE "DEPOSITARY") TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SUBORDINATED NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SUBORDINATED NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS SUBORDINATED NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS SUBORDINATED NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS SUBORDINATED NOTE AT ALL TIMES. No. FXR- CUSIP NO.: The signature(sREGISTERED UNION PLANTERS BANK, NATIONAL ASSOCIATION GLOBAL SUBORDINATED BANK NOTE (Fixed Rate) should be guaranteed by an eligible guarantor institution ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: INTEREST RATE: _____% MATURITY DATE: INTEREST PAYMENT DATE(S): REGULAR RECORD DATES □ At Maturity only (banksif other than May 1 or □ May 15 and November 15 November 1, stockbrokersprior to each □ Other: Interest Payment Date): INITIAL REDEMPTION DATE: INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION HOLDER'S OPTIONAL PERCENTAGE REDUCTION: REPAYMENT DATE(S): DAY COUNT CONVENTION [ ] 30/360 FOR THE PERIOD FROM TO . [ ] ACTUAL/360 FOR THE PERIOD FROM TO . [ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO . ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT: [ ] Yes [ ] Yes [ ] No [ ] No Total Amount of OID: DEFAULT RATE: ______% Yield to Maturity: Initial Accrual Period: OTHER PROVISIONS: Union Planters Bank, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion programNational Association (the "Bank"), pursuant to Rule 17Ad-15 a national banking association chartered under the Securities Exchange Act laws of 1934. The following abbreviationsthe United States, when used in for value received, hereby promises to pay to CEDE & CO., or registered assigns, the inscription principal sum of ____________________________________ ________________________ United States Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from and including the Original Issue Date specified above or from and including the most recent interest payment date on which interest on this Subordinated Note (or any predecessor Subordinated Note) has been paid or duly provided for, semi-annually on May 15 and November 15 of each year (unless otherwise specified on the face hereof) (each, an "Interest Payment Date") and at maturity or upon earlier redemption or repayment, if applicable, commencing on the first Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date (as defined below) and the Interest Payment Date immediately following such Regular Record Date, on the second Interest Payment Date following the Original Issue Date), at the Interest Rate per annum specified above, 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 Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest. If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Subordinated Note specified above. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Subordinated Note (or any predecessor Subordinated Note) is registered at the close of business on the Regular Record Date, which shall be the May 1 and November 1 (whether or not a Business Day (as defined below)), as the case may be, next preceding the applicable Interest Payment Date (unless otherwise specified on the face hereof) (each, a "Regular Record Date"); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the within Securityclose of business on such Regular Record Date, and may either be paid to the person in whose name this Subordinated Note (or any predecessor Subordinated Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the "Special Record Date") to be fixed by the Bank, notice of which shall be construed given to the holders of Subordinated Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner. Payment of principal of, premium, if any, and interest on, this Subordinated Note will be made in such coin or currency of the United States of America as though they were written out in full according to applicable laws or regulationsat the time of payment is legal tender for payment of public and private debts. TEN COM - as tenants in common TEN ENT - as tenants The Bank will at all times appoint and maintain an issuing and paying agent (the "Issuing and Paying Agent," which term shall include any successor Issuing and Paying Agent), authorized by the entireties JT TEN - as joint tenants with right Bank to pay principal of, premium, if any, and interest on, this Subordinated Note on behalf of survivorship the Bank pursuant to an issuing and not as tenants paying agency agreement (the "Issuing and Paying Agency Agreement") and having an office or agency (the "Issuing and Paying Agent Office") in common UNIF GIFT MIN ACT- Custodian (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not The City of New York or in the above listcity in which the Bank is headquartered (the "Place of Payment"), where this Subordinated Note may be presented or surrendered for payment and where notices, designations or requests in respect of payments with respect to this Subordinated Note may be served. FOR VALUE RECEIVEDThe Bank has initially appointed The First National Bank of Chicago as the Issuing and Paying Agent, with the Issuing and Paying Agent Office currently located at 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Administration, and at 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Administration. The Bank may remove the Issuing and Paying Agent pursuant to the terms of the Issuing and Paying Agency Agreement and may appoint a successor Issuing and Paying Agent. Payment of principal of, premium, if any, and interest on, this Subordinated Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Subordinated Note to the Issuing and Paying Agent at the Issuing and Paying Agent Office; provided that this Subordinated Note is presented to the Issuing and Paying Agent in time for the Issuing and Paying Agent to make such payment in accordance with its normal procedures. Payments of interest on this Subordinated Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Issuing and Paying Agent by the person entitled to such payments. Reference herein to "this Subordinated Note", "hereof", "herein" and comparable terms shall include an Addendum hereto if an Addendum is specified above. Reference is hereby made to the further provisions of this Subordinated 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. IN WITNESS WHEREOF, the undersigned hereby sell(sBank has caused this Subordinated Note to be duly executed. UNION PLANTERS BANK, NATIONAL ASSOCIATION By:_______________________________ Authorized Signatory Dated: ISSUING AND PAYING AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Subordinated Notes referred to in the Issuing and Paying Agency Agreement. THE FIRST NATIONAL BANK OF CHICAGO, as Issuing and Paying Agent By:_______________________________ Authorized Signatory [Reverse] This Subordinated Note is one of a duly authorized issue of Subordinated Bank Notes of the Bank due from five years to 30 years from date of issue (the "Subordinated Notes"). Payments of interest hereon will include interest accrued from and including the date of issue to but excluding the relevant Interest Payment Date or Maturity Date or date of earlier redemption or repayment, assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) as the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security case may be. Unless otherwise specified on the books face hereof, interest on this Subordinated Note will be computed on the basis of a 360-day year of twelve 30-day months. Any provision contained herein with respect to the calculation of the Companyrate of interest applicable to this Subordinated Note, with full power of substitution its Interest Payment Dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified on the premises. Dated:face hereof.

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) and instruct(s) the Company Bank to repay this Security Subordinated Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security Subordinated Note to be repaid, the undersigned must give to the Trustee Issuing and Paying Agent at its offices located at 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Administration, or at 000 Xxxx Xxxxxx - Xxxxx 000000xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, AttnAttention: Corporate Trust Administration, or at such other place or places of which the Company Bank shall from time to time notify the Holders holders of the SecuritiesSubordinated Notes, not more than 60 days nor less than 30 days prior notice to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security Subordinated Note is to be repaid, specify the portion hereof (which shall be increments of US$$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an Authorized Denominationintegral multiple of $1,000 in excess thereof) of the Securities Subordinated Notes to be issued to the holder for the portion of this Security Subordinated Note not being repaid (in the absence of any such specification, one such Security Subordinated Note will be issued for the portion not being repaid): US$ Signature Dated: $ NOTICE: The signature on this Dated: "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security Subordinated Note in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:_____________________________

OPTION TO ELECT REPAYMENT. The undersigned hereby irrevocably request(s) requests and instruct(s) instructs the Company to repay this the within Security (or portion hereof thereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaidthereof, together with accrued and unpaid interest hereon, payable to the date of repaymentrepayment date, to the undersigned, at . (Please print or typewrite name and address of The undersigned acknowledges that for the undersigned) For this within Security to be repaid, the undersigned Company must give to receive at the offices or agencies of the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000in Chicago, Xxx XxxxIllinois or The City of New York, XX 00000, Attn: Corporate Trust Administration, or at such other place or places of which during the Company shall from time to time notify period specified in this Security (i) the Holders of the Securities, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed, or (ii) a telegram, telex, facsimile or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth the name of the Holder of the Security, the principal amount of the Security, the amount of the Security to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Security to be repaid with the "Option to Elect Repayment" form duly completed will be received by the Company not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Security and form duly completed are received by the Company by such fifth Business Day. Any such notice received by the Company during the period specified in this Security shall be irrevocable. If less than the entire principal amount of this the within Security is to be repaid, specify the portion hereof thereof (which shall be increments of US$1,000$1,000 or an integral multiple thereof) which the holder Holder elects to have repaid repaid: $______________; and specify the denomination or denominations (which shall be $1,000 or an Authorized Denominationintegral multiple thereof) of the Security or Securities to be issued to the holder Holder for the portion of this the within Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, 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 (Cust) (Minor) under Uniform Gifts to Minors Act State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address, including postal zip code, of assignee) the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises$______________. Dated: