Fiscal And Paying Agency Agreement Sample Contracts

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Anheuser-Busch InBev Worldwide Inc. – SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT Dated as of 26 May, 2004 US$300,000,000, 6.625% Guaranteed Notes Due August 15, 2033 Among Miller Brewing Company as US Guarantor MBC1, LLC, MBC2, LLC, Miller Products Company, Miller Breweries East, Inc., and Miller Breweries West LP as Supplemental Guarantors and JPMorgan Chase Bank as Fiscal Agent (November 14th, 2016)

This Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on 26 May, 2004 among Miller Brewing Company, a corporation duly incorporated and existing under the laws of the state of Wisconsin (the US Guarantor), MBC1, LLC a limited liability company organized under the laws of the State of Wisconsin (MBC1), MBC2, LLC, a limited liability company organized under the laws of the State of Wisconsin (MBC2), Miller Products Company, a corporation duly incorporated and existing under the laws of the state of Wisconsin (MPC), Miller Breweries East, Inc. a corporation duly incorporated and existing under the laws of the state of Wisconsin (MBE) and Miller Breweries West, LP a limited partnership duly established and existing under the laws of the state of Wisconsin (MBW, and together with MBCl, MBC2, MPC, and MBE, the Supplemental Guarantors) and JPMorgan Chase Bank, as fiscal

Anheuser-Busch InBev Worldwide Inc. – FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of * US$2,500,000,000 3.750% Notes Due 2022 Among SABMiller Holdings Inc. As Issuer and SABMiller Limited as Guarantor and the Bank of New York Mellon, Acting Through Its London Office as Fiscal Agent (November 14th, 2016)

This First Supplemental Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on * among SABMiller Holdings Inc., a Delaware corporation as Issuer (the Issuer), SABMiller Limited, a limited company duly organized and existing under the laws of England and Wales, as Guarantor (the Guarantor), The Bank of New York Mellon, acting through its London office, as fiscal agent (the Fiscal Agent) under this Agreement and is supplemental to the Fiscal and Paying Agency Agreement dated as of January 17, 2012 (the Fiscal and Paying Agency Agreement).

Anheuser-Busch InBev Worldwide Inc. – FISCAL AND PAYING AGENCY AGREEMENT Dated as of January 17, 2012 US$1,500,000,000 4.950% Notes Due 2042 Among SABMiller Holdings Inc. As Issuer and SABMiller Plc as Guarantor and the Bank of New York Mellon, Acting Through Its London Office as Fiscal Agent and London Paying Agent and the Bank of New York Mellon as Principal Paying Agent, Registrar and Transfer Agent (November 14th, 2016)

This Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Agreement), is made on January 17, 2012 among SABMiller Holdings Inc., a Delaware corporation as Issuer (the Issuer), SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales, as Guarantor (the Guarantor), The Bank of New York Mellon, acting through its London office, as fiscal agent (the Fiscal Agent) and London paying agent (the London Paying Agent), The Bank of New York Mellon as principal paying agent (the Principal Paying Agent, and together with the Fiscal Agent and the London Paying Agent, the Paying Agents, which term shall include successors of such Paying Agents) and as registrar (the Registrar) and transfer agent (in such capacity, the Transfer Agent) under this Agreement.

Anheuser-Busch InBev Worldwide Inc. – FIXED RATE FISCAL AND PAYING AGENCY AGREEMENT Dated as of August 13, 2013 US$750,000,000 2.200% Fixed Rate Notes Due 2018 Among SABMiller Holdings Inc. As Issuer and SABMiller Plc as Guarantor and the Bank of New York Mellon, Acting Through Its London Office as Fiscal Agent and London Paying Agent and the Bank of New York Mellon as Principal Paying Agent, Registrar and Transfer Agent (November 14th, 2016)

This Fixed Rate Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Agreement), is made on August 13, 2013 among SABMiller Holdings Inc., a Delaware corporation as Issuer (the Issuer), SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales, as Guarantor (the Guarantor), The Bank of New York Mellon, acting through its London office, as fiscal agent (the Fiscal Agent) and London paying agent (the London Paying Agent), The Bank of New York Mellon as principal paying agent (the Principal Paying Agent, and together with the Fiscal Agent and the London Paying Agent, the Paying Agents, which term shall include successors of such Paying Agents) and as registrar (the Registrar) and transfer agent (in such capacity, the Transfer Agent) under this Agreement.

Anheuser-Busch InBev Worldwide Inc. – FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of * US$350,000,000 Floating Rate Notes Due 2018 Among SABMiller Holdings Inc. As Issuer and SABMiller Limited as Guarantor and the Bank of New York Mellon, Acting Through Its London Office as Fiscal Agent (November 14th, 2016)

This First Supplemental Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on * among SABMiller Holdings Inc., a Delaware corporation as Issuer (the Issuer), SABMiller Limited, a limited company duly organized and existing under the laws of England and Wales as Guarantor (the Guarantor), The Bank of New York Mellon, acting through its London office, as fiscal agent (the Fiscal Agent) under this Agreement and is supplemental to the Floating Rate Fiscal and Paying Agency Agreement dated as of August 13, 2013 (the Fiscal and Paying Agency Agreement).

Anheuser-Busch InBev Worldwide Inc. – FISCAL AND PAYING AGENCY AGREEMENT Dated as of July 17, 2008 US$700,000,000, 6.50% Notes Due 2018 Among SABMiller Plc as Issuer and the Bank of New York Mellon as Fiscal Agent, Principal Paying Agent, Transfer Agent and Registrar and the Bank of New York Mellon, Acting Through Its London Office, as London Paying Agent and Transfer Agent (November 14th, 2016)

This Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Agreement), is made on July 17, 2008 among SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales (the Issuer), The Bank of New York Mellon, as fiscal and principal paying agent (the Fiscal Agent or the Principal Paying Agent) and The Bank of New York Mellon acting through its London office, as paying agent (the London Paying Agent, and with the Principal Paying Agent, the Paying Agents, which term shall include successors of such Paying Agents). The Paying Agents are also each acting as transfer agents (in such capacity, the Transfer Agents), and the Fiscal Agent is acting as registrar (the Registrar) under this Agreement.

Anheuser-Busch InBev Worldwide Inc. – FLOATING RATE FISCAL AND PAYING AGENCY AGREEMENT Dated as of August 13, 2013 US$350,000,000 Floating Rate Notes Due 2018 Among SABMiller Holdings Inc. As Issuer and SABMiller Plc as Guarantor and the Bank of New York Mellon, Acting Through Its London Office as Fiscal Agent and London Paying Agent and the Bank of New York Mellon as Principal Paying Agent, Registrar, Transfer Agent and Calculation Agent (November 14th, 2016)

This Floating Rate Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Agreement), is made on August 13, 2013 among SABMiller Holdings Inc., a Delaware corporation as Issuer (the Issuer), SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales, as Guarantor (the Guarantor), The Bank of New York Mellon, acting through its London office, as fiscal agent (the Fiscal Agent) and London paying agent (the London Paying Agent), The Bank of New York Mellon as principal paying agent (the Principal Paying Agent, and together with the Fiscal Agent and the London Paying Agent, the Paying Agents, which term shall include successors of such Paying Agents) and as registrar (the Registrar) and transfer agent (in such capacity, the Transfer Agent) and as calculation agent (the Calculation Agent) under this Agreement.

Anheuser-Busch InBev Worldwide Inc. – EIGHTH SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of * US$300,000,000 6.625% Guaranteed Notes Due 2033 Among SABMiller Limited as Issuer and SABMiller Holdings Inc as US Guarantor and the Bank of New York Mellon as Fiscal Agent (November 14th, 2016)

This Eighth Supplemental Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on * among SABMiller Limited, a public limited company duly organized and existing under the laws of England and Wales, as Issuer (the Issuer), SABMiller Holdings Inc., a Delaware corporation, as Guarantor (the Guarantor), and The Bank of New York Mellon as fiscal agent (the Fiscal Agent) and is supplemental to the Fiscal and Paying Agency Agreement dated as of August 15, 2033, the Supplemental 2033 Fiscal and Paying Agency Agreement as of May 26, 2004, the Second Supplemental 2033 Fiscal and Paying Agency Agreement as of March 28, 2008, the Third Supplemental 2033 Fiscal and Paying Agency Agreement as of June 30, 2008, the Fourth Supplemental 2033 Fiscal and Paying Agency Agreement as of July 1, 2008, the Fifth Supplemental 2033 Fiscal and Paying Agency Agreement as of September 10, 2010, the Sixth Supplemen

Anheuser-Busch InBev Worldwide Inc. – FISCAL AND PAYING AGENCY AGREEMENT Dated as of January 17, 2012 US$2,500,000,000 3.750% Notes Due 2022 Among SABMiller Holdings Inc. As Issuer and SABMiller Plc as Guarantor and the Bank of New York Mellon, Acting Through Its London Office as Fiscal Agent and London Paying Agent and the Bank of New York Mellon as Principal Paying Agent, Registrar and Transfer Agent (November 14th, 2016)

This Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Agreement), is made on January 17, 2012 among SABMiller Holdings Inc., a Delaware corporation as Issuer (the Issuer), SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales, as Guarantor (the Guarantor), The Bank of New York Mellon, acting through its London office, as fiscal agent (the Fiscal Agent) and London paying agent (the London Paying Agent), The Bank of New York Mellon as principal paying agent (the Principal Paying Agent, and together with the Fiscal Agent and the London Paying Agent, the Paying Agents, which term shall include successors of such Paying Agents) and as registrar (the Registrar) and transfer agent (in such capacity, the Transfer Agent) under this Agreement.

Anheuser-Busch InBev Worldwide Inc. – FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of * US$700,000,000 6.50% Notes Due 2018 Between SABMiller Limited as Issuer and the Bank of New York Mellon as Fiscal Agent (November 14th, 2016)

This First Supplemental Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on * between SABMiller Limited, a limited company duly organized and existing under the laws of England and Wales, as Issuer (the Issuer), and The Bank of New York Mellon, as fiscal agent (the Fiscal Agent) under this Agreement and is supplemental to the Fiscal and Paying Agency Agreement dated as of January 17, 2012 (the Fiscal and Paying Agency Agreement).

Anheuser-Busch InBev Worldwide Inc. – SABMILLER PLC (As Issuer) and MILLERCOORS LLC (As US Guarantor) and THE BANK OF NEW YORK MELLON (As Fiscal Agent) FIFTH SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT Dated as of 10 September 2010 US$300,000,000 6.625% Guaranteed Notes Due 15 August 2033 M1392.04044 F2co/2562182.2 Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG (November 14th, 2016)

This Fifth Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on 10 September 2010 among SABMiller ple, a public limited company duly organized and existing under the laws of England and Wales (the Issuer or SABMiller); MillerCoors LLC, a limited liability company duly organized and existing under the laws of the state of Delaware (the US Guarantor); and The Bank of New York Mellon, as fiscal and principal paying agent (the Fiscal Agent) and is supplemental to the 2033 Fiscal and Paying Agency Agreement dated as of 13 August 2003, as supplemented by the Supplemental 2033 Fiscal and Paying Agency Agreement as of 26 May 2004, the Second Supplemental Fiscal and Paying Agency Agreement as of 28 March 2008, the Third Supplemental Fiscal and Paying Agency Agreement as of 30 June 2008, and the Fourth Supplemental Fiscal and Paying Agency Agreement as of 1 July 2008 (as sup

Anheuser-Busch InBev Worldwide Inc. – DATED AUGUST 4 2016 SABMILLER PLC (As Issuer) - And - SABMILLER HOLDINGS INC. (As Additional US Guarantor) - And - THE BANK OF NEW YORK MELLON (As Fiscal Agent) SIXTH SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT US$300,000,000, 6.625% Guaranteed Notes Due 15 August 2033 (November 14th, 2016)

This Sixth Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on August 4, 2016 among SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales (the Issuer or SABMiller); SABMiller Holdings Inc., a company duly incorporated and existing under the laws of the state of Delaware (the Additional US Guarantor or Holdings) and The Bank of New York Mellon, as fiscal and principal paying agent (the Fiscal Agent) and is supplemental to the 2033 Fiscal and Paying Agency Agreement dated as of August 13, 2003, as supplemented by the Supplemental 2033 Fiscal and Paying Agency Agreement as of May 26, 2004, the Second Supplemental 2033 Fiscal and Paying Agency Agreement as of March 28, 2008, the Third Supplemental 2033 Fiscal and Paying Agency Agreement as of June 30, 2008, the Fourth Supplemental 2033 Fiscal and Paying Agency Agreemen

Anheuser-Busch InBev Worldwide Inc. – FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of * US$1,500,000,000 4.950% Notes Due 2042 Among SABMiller Holdings Inc. As Issuer and SABMiller Limited as Guarantor and the Bank of New York Mellon, Acting Through Its London Office as Fiscal Agent (November 14th, 2016)

This First Supplemental Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on * among SABMiller Holdings Inc., a Delaware corporation as Issuer (the Issuer), SABMiller Limited, a limited company duly organized and existing under the laws of England and Wales, as Guarantor (the Guarantor), The Bank of New York Mellon, acting through its London office, as fiscal agent (the Fiscal Agent) under this Agreement and is supplemental to the Fiscal and Paying Agency Agreement dated as of January 17, 2012 (the Fiscal and Paying Agency Agreement).

Anheuser-Busch InBev Worldwide Inc. – DATED AUGUST 12 2016 SABMILLER PLC (As Issuer) - And - MILLERCOORS LLC (As US Guarantor) -And- SABMILLER HOLDINGS INC. (As Successor US Guarantor) - And - THE BANK OF NEW YORK MELLON (As Fiscal Agent) SEVENTH SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT US$300,000,000, 6.625% Guaranteed Notes Due 15 August 2033 (November 14th, 2016)

This Seventh Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on August 12, 2016 among SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales (the Issuer or SABMiller); MillerCoors LLC, a limited liability company duly organized and existing under the laws of the state of Delaware (the US Guarantor or MillerCoors); SABMiller Holdings Inc., a company duly incorporated and existing under the laws of the state of Delaware (the Successor US Guarantor or Holdings) and The Bank of New York Mellon, as fiscal and principal paying agent (the Fiscal Agent) and is supplemental to the 2033 Fiscal and Paying Agency Agreement dated as of August 13, 2003, as supplemented by the Supplemental 2033 Fiscal and Paying Agency Agreement as of May 26, 2004, the Second Supplemental 2033 Fiscal and Paying Agency Agreement as of March 28, 20

Anheuser-Busch InBev Worldwide Inc. – FISCAL AND PAYING AGENCY AGREEMENT Dated as of August 13, 2003 US$300,000,000, 6.625% Guaranteed Notes Due August 15, 2033 Among SABMiller Plc as Issuer Miller Brewing Company as US Guarantor and SABMiller Finance B.V. As Finance Guarantor and JPMorgan Chase Bank as Fiscal Agent, Principal Paying Agent, Transfer Agent and Registrar and JPMorgan Chase Bank, London as London Paying Agent and Transfer Agent (November 14th, 2016)

This Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Agreement), is made on August 13, 2003 among SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales (the Issuer), Miller Brewing Company, a corporation duly incorporated and existing under the laws of the state of Wisconsin (the US Guarantor), SABMiller Finance B.V., a limited company duly organized under the laws of The Netherlands (the Finance Guarantor), JPMorgan Chase Bank, as fiscal and principal paying agent (the Fiscal Agent or the Principal Paying Agent) and JPMorgan Chase Bank, London, as paying agent (the London Paying Agent, and with the Principal Paying Agent, the Paying Agents, which term shall include successors of such Paying Agents). The Paying Agents are also each acting as transfer agents (in such capacity, the Transfer Agents), and the Fiscal Agent is acting as registrar (the Registrar) under t

Anheuser-Busch InBev Worldwide Inc. – SABMILLER PLC as Issuer and MILLER BREWING COMPANY as US Guarantor and MBC1, LLC, MBC2, LLC, MILLER PRODUCTS COMPANY, LLC MILLER BREWERIES EAST, LLC AND MILLER BREWERIES WEST LP as Former US Guarantors and THE BANK OF NEW YORK as Fiscal Agent THIRD SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT Dated as of 30 June 2008 US$300,000,000 6.625% Guaranteed Notes Due 15 August 2033 [Lovells Logo] Lovells LLP Atlantic House, Holborn Viaduct London, EC1A 2FG (November 14th, 2016)

This Third Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement) is made on 30 June 2008 among SABMiller, plc, a public limited company duly organized and existing under the laws of England and Wales (the Issuer or SABMiller); Miller Brewing Company, a corporation duly organized and existing under the laws of the State of Wisconsin (the US Guarantor or Miller); MBC1, LLC, a limited liability company organized and existing under the laws of the State of Wisconsin (MBC1); MBC2, LLC, a limited liability company organized and existing under the laws of the State of Wisconsin (MBC2); Miller Products Company, LLC (formerly Miller Products Company), a limited liability company organized and existing under the laws of the State of Wisconsin (MPC); Miller Breweries East, LLC (formerly Miller Breweries East, Inc.), a limited liability company organized and existing under the laws of the

Anheuser-Busch InBev Worldwide Inc. – FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of * US$750,000,000 2.200% Fixed Rate Notes Due 2018 Among SABMiller Holdings Inc. As Issuer and SABMiller Limited as Guarantor and the Bank of New York Mellon, Acting Through Its London Office as Fiscal Agent (November 14th, 2016)

This First Supplemental Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on *, 2016 among SABMiller Holdings Inc., a Delaware corporation as Issuer (the Issuer), SABMiller Limited, a limited company duly organized and existing under the laws of England and Wales, as Guarantor (the Guarantor), The Bank of New York Mellon, acting through its London office, as fiscal agent (the Fiscal Agent) under this Agreement and is supplemental to the Fixed Rate Fiscal and Paying Agency Agreement dated as of August 13, 2013 (the Fiscal and Paying Agency Agreement).

Anheuser-Busch InBev Worldwide Inc. – SABMILLER PLC as Issuer - And - MILLER BREWING COMPANY as US Guarantor - And - MlLLERCOORS LLC as Successor US Guarantor - And - THE BANK OF NEW YORK MELLON as Fiscal Agent FOURTH SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT Dated as of 1 July 2008 US$300,000,000, 6.625% Guaranteed Notes Due 15 August 2033 (November 14th, 2016)

This Fourth Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the Supplemental Agreement), is made on 1 July 2008 among SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales (the Issuer or PLC); Miller Brewing Company, a corporation duly incorporated and existing under the laws of the state of Wisconsin (the US Guarantor or Miller); MillerCoors LLC, a limited liability company duly organized and existing under the laws of the state of Delaware (the Successor US Guarantor); and The Bank of New York Mellon, as fiscal and principal paying agent (the Fiscal Agent) and is supplemental to the 2033 Fiscal and Paying Agency Agreement dated as of 13 August 2003, as supplemented by the Supplemental 2033 Fiscal and Paying Agency Agreement as of 26 May 2004, the Second Supplemental Fiscal and Paying Agency Agreement as of 28 March 2008 and the Third Supplemental F

FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of July 27, 2016 3.450% Notes Due 2026 (July 28th, 2016)

This FISCAL AND PAYING AGENCY AGREEMENT (the Agreement) is entered into as of July 27, 2016 by and between Discover Bank, as Issuer (the Bank), and U.S. Bank National Association as Fiscal and Paying Agent (the Fiscal and Paying Agent).

Fiscal and Paying Agency Agreement (September 17th, 2015)

FISCAL AND PAYING AGENCY AGREEMENT dated as of September 11, 2015 (the Agreement) among MANPOWERGROUP INC., a corporation organized under the laws of the State of Wisconsin (the Company), and CITIBANK, N.A., LONDON BRANCH, acting through its office at Citigroup Centre, 25 Canada Square, Canary Wharf, London E14 5LB, England, as fiscal and principal paying agent, (Citibank, N.A., London Branch or any successor or additional person acting as fiscal or principal paying agent, as applicable, appointed hereunder being called the Fiscal Agent and the Paying Agent, respectively).

FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of August 13, 2015 2.600% Notes Due 2018 (August 13th, 2015)

This FISCAL AND PAYING AGENCY AGREEMENT (the Agreement) is entered into as of August 13, 2015 by and between Discover Bank, as Issuer (the Bank), and U.S. Bank National Association as Fiscal and Paying Agent (the Fiscal and Paying Agent).

FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of June 4, 2015 3.100% Notes Due 2020 (June 4th, 2015)

This FISCAL AND PAYING AGENCY AGREEMENT (the Agreement) is entered into as of June 4, 2015 by and between Discover Bank, as Issuer (the Bank), and U.S. Bank National Association as Fiscal and Paying Agent (the Fiscal and Paying Agent).

FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of August 7, 2014 3.200% Notes Due 2021 (August 7th, 2014)

This FISCAL AND PAYING AGENCY AGREEMENT (the Agreement) is entered into as of August 7, 2014 by and between Discover Bank, as Issuer (the Bank), and U.S. Bank National Association as Fiscal and Paying Agent (the Fiscal and Paying Agent).

FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of March 13, 2014 4.250% Notes Due 2026 (March 13th, 2014)

This FISCAL AND PAYING AGENCY AGREEMENT (the Agreement) is entered into as of March 13, 2014 by and between Discover Bank, as Issuer (the Bank), and U.S. Bank National Association as Fiscal and Paying Agent (the Fiscal and Paying Agent).

FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent (August 8th, 2013)

This FISCAL AND PAYING AGENCY AGREEMENT (the "Agreement") is entered into as of August 8, 2013 by and between Discover Bank, as Issuer (the "Bank"), and U.S. Bank National Association as Fiscal and Paying Agent (the "Fiscal and Paying Agent").

FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of February 21, 2013 2.000% Notes Due 2018 (February 21st, 2013)

This FISCAL AND PAYING AGENCY AGREEMENT (the Agreement) is entered into as of February 21, 2013 by and between Discover Bank, as Issuer (the Bank), and U.S. Bank National Association as Fiscal and Paying Agent (the Fiscal and Paying Agent).

General Electric – ELEVENTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT DATED AS OF APRIL 5, 2012 Among GENERAL ELECTRIC CAPITAL CORPORATION GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467) GE CAPITAL EUROPEAN FUNDING GE CAPITAL UK FUNDING and THE BANK OF NEW YORK MELLON and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. Programme for the Issuance of Euro Medium-Term Notes and Other Debt Securities Due 9 Months or More From Date of Issue Allen & Overy LLP (December 5th, 2012)

ELEVENTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT, dated as of April 5, 2012 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (GE Capital), GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467), a company incorporated under the laws of the Commonwealth of Australia (GE Capital Australia Funding), GE CAPITAL EUROPEAN FUNDING (GECEF) and GE CAPITAL UK FUNDING (GECUKF, and together with GECEF, the Irish Issuers and each an Irish Issuer, each of which was incorporated as a public unlimited liability company under the Irish Companies Acts 1963-2009) (GE Capital, GE Capital Australia Funding, the Irish Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant to Section 19 hereof, each an Issuer and collectively, the Issuers), THE BANK OF NEW YORK MELLON, as fiscal and principal paying agent, and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as initial registrar and transfer agent (such agreement, as further amended and suppl

General Electric – TENTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT DATED AS OF APRIL 6, 2011 Among GENERAL ELECTRIC CAPITAL CORPORATION GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467) GE CAPITAL CANADA FUNDING COMPANY GE CAPITAL EUROPEAN FUNDING GE CAPITAL UK FUNDING and THE BANK OF NEW YORK MELLON and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. Programme for the Issuance of Euro Medium-Term Notes and Other Debt Securities Due 9 Months or More From Date of Issue ALLEN & OVERY Allen & Overy LLP (December 1st, 2011)

TENTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT, dated as of April 6, 2011 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (GE Capital), GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467), a company incorporated under the laws of the Commonwealth of Australia (GE Capital Australia Funding), GE CAPITAL CANADA FUNDING COMPANY, a company incorporated under the laws of the Province of Nova Scotia, Canada (GE Capital Canada Funding), GE CAPITAL EUROPEAN FUNDING (GECEF) and GE CAPITAL UK FUNDING (GECUKF, and together with GECEF, the Irish Issuers and each an Irish Issuer, each of which was incorporated as a public unlimited liability company under the Irish Companies Acts 1963-2009) (GE Capital, GE Capital Australia Funding, GE Capital Canada Funding, the Irish Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant to Section 19 hereof, each an Issuer and collectively, the Issuers), THE BANK OF NEW YORK MELLON, as fiscal

FISCAL AND PAYING AGENCY AGREEMENT Between VALLEY NATIONAL BANK, Issuer and WILMINGTON TRUST COMPANY, Fiscal and Paying Agent Dated as of July 13, 2005 5.0% Subordinated Notes Due July 15, 2015 (March 1st, 2011)

This Fiscal and Paying Agency Agreement (as may be amended, supplemented or otherwise modified from time to time, and together with all Exhibits hereto, this Agreement) is dated as of July 13, 2005 between VALLEY NATIONAL BANK, a national banking association organized under the laws of the United States of America (the Issuer), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware (the Fiscal and Paying Agent).

People's United Financial – FISCAL AND PAYING AGENCY AGREEMENT Between BANK OF SMITHTOWN, Issuer and WILMINGTON TRUST COMPANY, Fiscal and Paying Agent Dated as of June 29, 2009 11% Subordinated Notes Due July 1, 2019 (March 1st, 2011)

This Fiscal and Paying Agency Agreement (as may be amended, supplemented or otherwise modified from time to time, and together with all Exhibits hereto, this Agreement) is dated as of June 29, 2009 between BANK OF SMITHTOWN, a New York state-chartered bank (the Issuer), and WILMINGTON TRUST COMPANY, a banking corporation organized under laws of the State of Delaware (the Fiscal and Paying Agent).

People's United Financial – PEOPLES UNITED BANK, BANK OF SMITHTOWN and WILMINGTON TRUST COMPANY, as Fiscal and Paying Agent FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of November 30, 2010 to FISCAL AND PAYING AGENCY AGREEMENT Dated as of July 27, 2009 11% SUBORDINATED NOTES DUE JULY 1, 2019 (March 1st, 2011)

THIS FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT dated as of November 30, 2010 (this Supplemental Agreement) is by and among Peoples United Bank, a federally-chartered stock savings bank (the Successor Issuer), Bank of Smithtown, a New York state-chartered bank (the Issuer), and Wilmington Trust Company, a banking corporation organized under the laws of the State of Delaware, as Fiscal and Paying Agent (the Fiscal and Paying Agent), under the Fiscal and Paying Agency Agreement referred to below.

People's United Financial – FISCAL AND PAYING AGENCY AGREEMENT Between BANK OF SMITHTOWN, Issuer and WILMINGTON TRUST COMPANY, Fiscal and Paying Agent Dated as of July 27, 2009 11% Subordinated Notes Due July 1, 2019 (March 1st, 2011)

This Fiscal and Paying Agency Agreement (as may be amended, supplemented or otherwise modified from time to time, and together with all Exhibits hereto, this Agreement) is dated as of July 27, 2009 between BANK OF SMITHTOWN, a New York state-chartered bank (the Issuer), and WILMINGTON TRUST COMPANY, a banking corporation organized under laws of the State of Delaware (the Fiscal and Paying Agent).

People's United Financial – PEOPLES UNITED BANK, BANK OF SMITHTOWN and WILMINGTON TRUST COMPANY, as Fiscal and Paying Agent FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of November 30, 2010 to FISCAL AND PAYING AGENCY AGREEMENT Dated as of June 29, 2009 11% SUBORDINATED NOTES DUE JULY 1, 2019 (March 1st, 2011)

THIS FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT dated as of November 30, 2010 (this Supplemental Agreement) is by and among Peoples United Bank, a federally-chartered stock savings bank (the Successor Issuer), Bank of Smithtown, a New York state-chartered bank (the Issuer), and Wilmington Trust Company, a banking corporation organized under the laws of the State of Delaware, as Fiscal and Paying Agent (the Fiscal and Paying Agent), under the Fiscal and Paying Agency Agreement referred to below.

General Electric – NINTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT Among GENERAL ELECTRIC CAPITAL CORPORATION GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467) GE CAPITAL CANADA FUNDING COMPANY GE CAPITAL EUROPEAN FUNDING GE CAPITAL UK FUNDING and THE BANK OF NEW YORK MELLON and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. Euro Medium-Term Notes and Other Debt Securities Due (February 25th, 2011)

NINTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT, dated as of April 6, 2010 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (GE Capital), GE CAPITAL AUSTRALIA FUNDING PTY. LTD. (A.B.N. 67 085 675 467), a company incorporated under the laws of the Commonwealth of Australia (GE Capital Australia Funding), GE CAPITAL CANADA FUNDING COMPANY, a company incorporated under the laws of the Province of Nova Scotia, Canada (GE Capital Canada Funding), GE CAPITAL EUROPEAN FUNDING (GECEF) and GE CAPITAL UK FUNDING (GECUKF, and together with GECEF, the Irish Issuers and each an Irish Issuer, each of which was incorporated as a public unlimited liability company under the Irish Companies Acts 1963-2009) (GE Capital Australia Funding, GE Capital Canada Funding, the Irish Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant to Section 19 hereof, each an Issuer and collectively, the Issuers), THE BANK OF NEW YORK MELLON, as fiscal and princi

FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of April 15, 2010 7.00% Subordinated Notes Due 2020 (April 16th, 2010)

This FISCAL AND PAYING AGENCY AGREEMENT (the Agreement) is entered into as of April 15, 2010 by and between Discover Bank, as Issuer (the Bank), and U.S. Bank National Association as Fiscal and Paying Agent (the Fiscal and Paying Agent).