Fiscal and Paying Agency Agreement Sample Contracts

Discover Financial Services – FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of September 13, 2018 4.650% Notes Due 2028 (September 13th, 2018)

This FISCAL AND PAYING AGENCY AGREEMENT (the “Agreement”) is entered into as of September 13, 2018 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”).

Discover Financial Services – FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of August 9, 2018 4.682% Fixed-to-Fixed Rate Subordinated Notes Due 2028 (August 9th, 2018)

This FISCAL AND PAYING AGENCY AGREEMENT (the “Agreement”) is entered into as of August 9, 2018 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”).

ManpowerGroup Inc. – FISCAL AND PAYING AGENCY AGREEMENT JUNE 22, 2018 Between MANPOWERGROUP INC. and CITIBANK, N.A., LONDON BRANCH as Fiscal Agent, Principal Paying Agent, Registrar and Transfer Agent Allen & Overy LLP (June 22nd, 2018)
Discover Financial Services – FISCAL AND PAYING AGENCY AGREEMENT Between DISCOVER BANK Issuer and U.S. BANK NATIONAL ASSOCIATION Fiscal and Paying Agent Dated as of February 6, 2018 3.350% Notes Due 2023 (February 6th, 2018)

This FISCAL AND PAYING AGENCY AGREEMENT (the “Agreement”) is entered into as of February 6, 2018 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”).

Brandbev S.a r.l. – 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”).

Brandbev S.a r.l. – 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.

Brandbev S.a r.l. – DATED 28 MARCH 2008 SABMILLER PLC as Issuer - and - SABMILLER FINANCE B.V. as Finance Guarantor - and - MILLER BREWING COMPANY as US Guarantor - and - MBC1, LLC, MBC2, LLC, MILLER PRODUCTS COMPANY, MILLER BREWERIES EAST, INC. AND MILLER BREWERIES WEST LP as Supplemental Guarantors - and - THE BANK OF NEW YORK as Fiscal Agent SECOND SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT Dated as of 28 March 2008 US$300,000,000, 6.625% Guaranteed Notes due 15 August 2033 LOVELLS Lovells LLP Atlantic House, Holborn Viaduct London, EC1A 2FG LIB02/F2OZG/2187215.7 (November 14th, 2016)

This Second 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 28 March 2008 among SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales (the “Issuer” or “PLC”); SABMiller Finance B.V., a limited company duly organized and existing under the laws of the Netherlands (the “Finance Guarantor”); 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 unde

Brandbev S.a r.l. – 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.

Brandbev S.a r.l. – 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”).

Brandbev S.a r.l. – 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.

Brandbev S.a r.l. – 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.

Brandbev S.a r.l. – 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 S

Brandbev S.a r.l. – 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.

Brandbev S.a r.l. – 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”).

Brandbev S.a r.l. – 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 20

Brandbev S.a r.l. – 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”).

Brandbev S.a r.l. – 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

Brandbev S.a r.l. – 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 [Lovell’s 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

Brandbev S.a r.l. – 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”).

Brandbev S.a r.l. – 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

Discover Financial Services – 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”).

ManpowerGroup Inc. – FISCAL AND PAYING AGENCY AGREEMENT SEPTEMBER 11, 2015 Between MANPOWERGROUP INC. and CITIBANK, N.A., LONDON BRANCHas Fiscal Agent, Principal Paying Agent,Registrar and Transfer Agent Allen & Overy LLP 0010155-0002339 ICM:22527054.5C (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).

Discover Financial Services – 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”).

Discover Financial Services – 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”).

Santander Holdings USA, Inc. – FISCAL AND PAYING AGENCY AGREEMENT Between SANTANDER BANK, N.A. (January 13th, 2015)

This FISCAL AND PAYING AGENCY AGREEMENT (the "Agreement") is entered into as of January 12, 2015 by and between Santander Bank, N.A., as Issuer (the "Bank"), and Deutsche Bank Trust Company Americas as Fiscal and Paying Agent (the "Fiscal and Paying Agent").

Discover Financial Services – 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”).

Discover Financial Services – 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”).

General Electric Capital Corp – TWELFTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT DATED AS OF APRIL 5, 2013 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 Due 9 Months or More from Date of Issue (February 27th, 2014)

TWELFTH AMENDED AND RESTATED FISCAL AND PAYING AGENCY AGREEMENT, dated as of April 5, 2013 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 1963-2012) (GE Capital, GE Capital Australia Funding, the Irish Issuers and each Additional Issuer (as defined herein) acceding hereto pursuant to Section 16 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 am

Discover Financial Services – 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”).

Discover Financial Services – 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”).

Manpower Inc /Wi/ – FISCAL AND PAYING AGENCY AGREEMENT JUNE 22, 2012 Between MANPOWER INC. and CITIBANK, N.A., LONDON BRANCH as Fiscal Agent, Principal Paying Agent, Registrar and Transfer Agent Allen & Overy LLP (August 3rd, 2012)
Valley National Bancorp – 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, Inc. – 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, Inc. – PEOPLE’S 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 People’s 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, Inc. – 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”).