Frankfurt am Main, December 06, 2012 -- Moody's Investors Service has assigned the following definitive rating to fund-linked notes issued by National Bank of Canada on 2 November 2012 under its USD Structured Note MTN program and maintained the rating under review for downgrade:

Issuer: National Bank of Canada

....Variable Rate Fund-Linked Notes, Series B-1, Assigned Aa2 (sf) and Placed Under Review for Downgrade

RATINGS RATIONALE

The rating addresses the ability of the Issuer to fulfill its obligations according to the terms of the Notes to pay (a) 100% of the principal par amount on maturity date of the Notes in 2042, and (b) the coupon amount on each quarterly coupon payment date on and prior to the maturity date. The quarterly coupon consists of (i) a fixed amount, which is paid when the Net Asset Value (NAV) of a Reference Fund exceeds a specified Minimum Reference Fund Value; plus (ii) any excess of the Reference Fund NAV over a specified Target Reference Fund Value, which includes scheduled reductions of Target Reference Fund Value; minus (iii) a fee. The Reference Fund is Guggenheim Concinnity Multi-Strategy Fund - Multi-Strategy Series. Because the calculation of the coupon amount is linked to the Reference Fund distributions, the coupon payment may vary, subject to a floor of zero until maturity and a cap for the first 10 years. The issue proceeds from the Notes are used for general business purposes.

The rating is derived primarily from Moody's senior unsecured rating of the issuer. Accordingly, any change to the issuer's senior unsecured rating could cause a corresponding change to the rating of the Notes.

The rating of the Notes takes into account that: (1) the terms of the Notes specify the senior, unsubordinated and unsecured status of the Notes, (2) the terms of the Notes require full return of Notes' principal at maturity and (3) the Notes are being offered at par of the Notes' principal amount.

RATING METHODOLOGY

The principal methodology used in this rating was Moody's Approach to Rating Repackaged Securities published in April 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

Other Factors used in this rating are described in Moody's Revised Update on Rating Debt Obligations with Variable Promises published in July 2010.

No cash flow analysis or stress scenarios have been conducted as the rating was directly derived from the rating of the issuer.

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Matthias Wahl Analyst Structured Finance Group Moody'sDeutschland GmbH An der Welle 5 Frankfurt am Main 60322 Germany JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Thorsten Klotz MD - Structured Finance Structured Finance Group JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Releasing Office: Moody's Deutschland GmbH An der Welle 5 Frankfurt am Main 60322 Germany JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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