Free Writing Prospectus - Form FWP

SOFR Interest Payment

Determination Date:

U.S. Government Securities

Business Day:

Lead Managers and

Joint Book-Runners:

Scotia Capital (USA) Inc.

Citigroup Global Markets Inc.

Morgan Stanley & Co. LLC

NatWest Markets Securities Inc.

Santander US Capital Markets LLC

Desjardins Securities Inc.

AmeriVet Securities, Inc.

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Tigress Financial Partners LLC

With respect to the 2028 Fixed Rate Period, for each Interest Period (as defined below), the 2028 Fixed-to-Floating Rate Notes will bear interest at the fixed rate of 4.404% per annum.

With respect to the 2028 Floating Rate Period, the interest rate for each Interest Period will be equal to the Base Rate plus the Spread and will in no event be less than 0.000%.

With respect to the 2028 Fixed Rate Period, semi-annually, on each September 8 and March 8, beginning on March 8, 2025 (short first interest payment period) and ending on September 8, 2027 or redemption date, subject to the Fixed-to-Floating Rate Payment Convention, as described below.

With respect to the 2028 Floating Rate Period, quarterly on December 8, 2027, March 8, 2028, June 8, 2028, and the Maturity Date or redemption date, subject to the Fixed-to-Floating Rate Payment Convention, as described below.

SOFR Interest Payment

Determination Date:

For Interest Periods during the 2028 Fixed Rate Period, if any Interest Payment Date or redemption date falls on a day that is not a Business Day, the Bank will postpone the making of such interest or principal payment to the next succeeding Business Day, and no additional interest will be paid in respect of the postponement.

For Interest Periods during the 2028 Floating Rate Period, if any Interest Payment Date would otherwise fall on a day that is not a Business Day, then such Interest Payment Date will be the next succeeding Business Day. However, if the next Business Day falls in the next calendar month, then the Interest Payment Date will be advanced to the next preceding day that is a Business Day. If the Maturity Date or redemption date falls on a day that is not a Business Day, we will make the required payment of principal, premium, if any, and interest on the next succeeding Business Day, and no additional interest will be paid in respect of the postponement.

U.S. Government Securities

Business Day:

30/360 with respect to the 2028 Fixed Rate Period.

Actual/360 with respect to the 2028 Floating Rate Period.

The Bank may redeem the 2028 Fixed-to-Floating Rate Notes at its option, in whole or in part, at any time and from time to time prior to September 8, 2027 (the date that is one year prior to the Maturity Date), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the 2028 Fixed-to-Floating Rate Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

"Treasury Rate" means, with respect to any redemption date, the yield determined by the Bank in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Bank after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as "Selected Interest Rates (Daily) - H.15" (or any successor designation or publication) ("H.15") under the caption "U.S. government securities-Treasury constant maturities-Nominal" (or any successor caption or heading). In determining the Treasury Rate, the Bank shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Maturity Date of the 2028 Fixed-to-Floating Rate Notes (the "Remaining Life"); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields - one yield corresponding to the Treasury

constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life - and shall interpolate to the Maturity Date of the 2028 Fixed-to-Floating Rate Notes on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date, H.15 or any successor designation or publication is no longer published, the Bank shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Maturity Date of the 2028 Fixed-to-Floating Rate Notes, as applicable. If there is no United States Treasury security maturing on the Maturity Date of the 2028 Fixed-to-Floating Rate Notes but there are two or more United States Treasury securities with a maturity date equally distant from the Maturity Date of the 2028 Fixed-to-Floating Rate Notes, one with a maturity date preceding the Maturity Date of the 2028 Fixed-to-Floating Rate Notes and one with a maturity date following the Maturity Date of the 2028 Fixed-to-Floating Rate Notes, the Bank shall select the United States Treasury security with a maturity date preceding the Maturity Date of the 2028 Fixed-to-Floating Rate Notes. If there are two or more United States Treasury securities maturing on the Maturity Date of the 2028 Fixed-to-Floating Rate Notes or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Bank shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Lead Managers and

Joint Book-Runners:

Scotia Capital (USA) Inc.

Citigroup Global Markets Inc.

Morgan Stanley & Co. LLC

NatWest Markets Securities Inc.

Santander US Capital Markets LLC

Desjardins Securities Inc.

AmeriVet Securities, Inc.

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Tigress Financial Partners LLC

With respect to the 2032 Fixed Rate Period, for each Interest Period (as defined below), the 2032 Fixed-to-Floating Rate Notes will bear interest at the fixed rate of 4.740% per annum.

With respect to the 2032 Floating Rate Period, the interest rate for each Interest Period will be equal to the Base Rate plus the Spread and will in no event be less than 0.000%.

With respect to the 2032 Fixed Rate Period, semi-annually, on each November 10 and May 10, beginning on November 10, 2024 (short first interest payment period) and ending on November 10, 2031 or redemption date, subject to the Fixed-to-Floating Rate Payment Convention, as described below.

With respect to the 2032 Floating Rate Period, quarterly on February 10, 2032, May 10, 2032, August 10, 2032, and the Maturity Date or redemption date, subject to the Fixed-to-Floating Rate Payment Convention, as described below.

SOFR Interest Payment

Determination Date:

For Interest Periods during the 2032 Fixed Rate Period, if any Interest Payment Date or redemption date falls on a day that is not a Business Day, the Bank will postpone the making of such interest or principal payment to the next succeeding Business Day, and no additional interest will be paid in respect of the postponement.

For Interest Periods during the 2032 Floating Rate Period, if any Interest Payment Date would otherwise fall on a day that is not a Business Day, then such Interest Payment Date will be the next succeeding Business Day. However, if the next Business Day falls in the next calendar month, then the Interest Payment Date will be advanced to the next preceding day that is a Business Day. If the Maturity Date or redemption date falls on a day that is not a Business Day, we will make the required payment of principal, premium, if any, and interest on the next succeeding Business Day, and no additional interest will be paid in respect of the postponement.

U.S. Government Securities

Business Day:

30/360 with respect to the 2032 Fixed Rate Period.

Actual/360 with respect to the 2032 Floating Rate Period.

The Bank may redeem the 2032 Fixed-to-Floating Rate Notes at its option, in whole or in part, at any time and from time to time prior to November 10, 2031 (the date that is one year prior to the Maturity Date), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the 2032 Fixed-to-Floating Rate Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

"Treasury Rate" means, with respect to any redemption date, the yield determined by the Bank in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Bank after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as "Selected Interest Rates (Daily) - H.15" (or any successor designation or publication) ("H.15") under the caption "U.S. government securities-Treasury constant maturities-Nominal" (or any successor caption or heading). In determining the Treasury Rate, the Bank shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Maturity Date of the 2032 Fixed-to-Floating Rate Notes (the "Remaining Life"); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields - one yield corresponding to the Treasury

constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life - and shall interpolate to the Maturity Date of the 2032 Fixed-to-Floating Rate Notes on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date, H.15 or any successor designation or publication is no longer published, the Bank shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Maturity Date of the 2032 Fixed-to-Floating Rate Notes, as applicable. If there is no United States Treasury security maturing on the Maturity Date of the 2032 Fixed-to-Floating Rate Notes but there are two or more United States Treasury securities with a maturity date equally distant from the Maturity Date of the 2032 Fixed-to-Floating Rate Notes, one with a maturity date preceding the Maturity Date of the 2032 Fixed-to-Floating Rate Notes and one with a maturity date following the Maturity Date of the 2032 Fixed-to-Floating Rate Notes, the Bank shall select the United States Treasury security with a maturity date preceding the Maturity Date of the 2032 Fixed-to-Floating Rate Notes. If there are two or more United States Treasury securities maturing on the Maturity Date of the 2032 Fixed-to-Floating Rate Notes or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Bank shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Lead Managers and

Joint Book-Runners:

Scotia Capital (USA) Inc.

Citigroup Global Markets Inc.

Morgan Stanley & Co. LLC

NatWest Markets Securities Inc.

Santander US Capital Markets LLC

Desjardins Securities Inc.

AmeriVet Securities, Inc.

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Tigress Financial Partners LLC

Note: A credit rating is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time. Each of the ratings above should be evaluated independently of any other rating.

Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle no later than one business day after the trade date, unless the parties to such trade expressly agree otherwise at the time of the trade. Accordingly, purchasers who wish to trade on any date more than one business day prior to delivery of the notes will be required, by virtue of the fact that the notes initially will settle in five business days (T+5), to specify alternative settlement arrangements to prevent a failed settlement.