Common use of Establishment Clause in Contracts

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.264% Senior Notes due 2041 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.488% Senior Notes due 2041 2033 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00015,200,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Sixteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2644.000% Senior Notes due 2041 2046 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $400,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Thirteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2642.144% Senior Notes due 2041 2052 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00012,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Seventh Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.594% Senior Notes due 2041 2037 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,0006,500,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Sixth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.682% Senior Notes due 2041 2034 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,0007,700,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Fortieth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2642.65% Senior Notes due 2041 2017 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $400,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Fifth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.830% Senior Notes due 2041 2035 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00010,600,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this ThirtyTwenty-Second Sixth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.843% Senior Notes due 2041 2031 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,0009,300,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Twentieth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior subordinated notes to be issued under the Indenture, to be designated as the Company’s 1.264% 8¼% Senior Subordinated Notes due 2041 2016 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, of $200,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 the terms of the Original Indenture and the terms of this Thirty-Second First Supplemental Indenture; provided, however, that additional Notes having identical terms and conditions as the Company may re-open this series of Senior Notes other than issue date, the issue price, the date from which interest thereon shall accrue, legends, if any, to be included thereon and the aggregate principal amount of first Interest Payment Date (the Senior Notes “Additional Notes”) may be increased issued from time to time in the future, without the consent of the holders Holders of the Senior Notes, in accordance with the same rankingprovisions of the Indenture. With respect to any Additional Notes, interest ratethe Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: following information: (ia) the date aggregate principal amount of issuance, such Additional Notes to be authenticated and delivered pursuant to the Indenture; (iib) the issue price and (iii) date, the issue price, the first Interest Payment Date of such Additional Notes, the date from which interest shall accrue and legends, if any, to be included thereon; and (c) the amount CUSIP and ISIN numbers of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated)Additional Notes. Any such additional Senior The Notes and the Senior Notes established pursuant hereto Additional Notes, if any, shall be considered collectively as a single class for all purposes of the Indenture; provided that . Holders of the Notes and the Additional Notes, if any, shall vote and consent together on all matters to which such additional Senior Holders are entitled to vote or consent as one class, and none of the Holders of the Notes or the Additional Notes, if any, shall have the right to vote or consent as a separate class on any matter to which such Holders are fungible for United States federal income tax purposes with any then-existing Senior Notesentitled to vote or consent. The Senior Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of initial Depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially DTC. Payments in respect of Notes represented by a Global Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the form set forth in Exhibit B heretoaccounts specified by DTC. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or DTC rule or usage in addition to those set forth on Exhibit A. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them, such approval to be evidenced by the execution or authentication, respectively, and delivery of the Notes by the Company or the Trustee, respectively. The terms of the Notes set forth in Exhibit A are part of the terms of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to be bound by such terms.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.500% Senior Notes due 2041 2029 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00012,600,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Nineteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 1.264% 10¼% Senior Notes due 2041 2014 (the “Senior Notes”). This First Supplemental Indenture shall be deemed to satisfy all requirements of Section 301 of the Original Indenture necessary for establishment of the Notes as a series of Securities under the Indenture notwithstanding anything to the contrary therein. There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, of $325,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 the terms of the Original Indenture and the terms of this Thirty-Second First Supplemental Indenture; provided, however, that additional Notes having identical terms and conditions as the Company may re-open this series of Senior Notes other than issue date, the issue price, the date from which interest thereon shall accrue, legends, if any, to be included thereon and the aggregate principal amount of first Interest Payment Date (the Senior Notes “Additional Notes”) may be increased issued from time to time in the future, without the consent of the holders Holders of the Senior Notes, in accordance with the same rankingprovisions of the Indenture. With respect to any Additional Notes, interest ratethe Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: following information: (ia) the date aggregate principal amount of issuance, such Additional Notes to be authenticated and delivered pursuant to the Indenture; (iib) the issue price and (iii) date, the issue price, the first Interest Payment Date of such Additional Notes, the date from which interest shall accrue and legends, if any, to be included thereon; and (c) the amount CUSIP and ISIN numbers of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated)Additional Notes. Any such additional Senior The Notes and the Senior Notes established pursuant hereto Additional Notes, if any, shall be considered collectively as a single class for all purposes of the Indenture; provided that . Holders of the Notes and the Additional Notes, if any, shall vote and consent together on all matters to which such additional Senior Holders are entitled to vote or consent as one class, and none of the Holders of the Notes or the Additional Notes, if any, shall have the right to vote or consent as a separate class on any matter to which such Holders are fungible for United States federal income tax purposes with any then-existing Senior Notesentitled to vote or consent. The Senior Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of initial Depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially DTC. Payments in respect of Notes represented by a Global Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the form set forth in Exhibit B heretoaccounts specified by DTC. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or DTC rule or usage in addition to those set forth on Exhibit A. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them, such approval to be evidenced by the execution or authentication, respectively, and delivery of the Notes by the Company or the Trustee, respectively. The terms of the Notes set forth in Exhibit A are part of the terms of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to be bound by such terms.

Establishment. There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 1.26463/8% Senior Notes due 2041 2022 (the “Senior Notes”). This Third Supplemental Indenture shall be deemed to satisfy all requirements of Section 301 of the Original Indenture necessary for establishment of the Notes as a series of Securities under the Indenture notwithstanding anything to the contrary therein. There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, of $600,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 the terms of the Original Indenture and the terms of this Thirty-Second Third Supplemental Indenture; provided, however, that additional Notes having identical terms and conditions as the Company may re-open this series of Senior Notes other than issue date, the issue price, the date from which interest thereon shall accrue, legends, if any, to be included thereon and the aggregate principal amount of first Interest Payment Date (the Senior Notes “Additional Notes”) may be increased issued from time to time in the future, without the consent of the holders Holders of the Senior Notes, in accordance with the same rankingprovisions of the Indenture. With respect to any Additional Notes, interest ratethe Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: following information: (ia) the date aggregate principal amount of issuance, such Additional Notes to be authenticated and delivered pursuant to the Indenture; (iib) the issue price and (iii) date, the issue price, the first Interest Payment Date of such Additional Notes, the date from which interest shall accrue and legends, if any, to be included thereon; and (c) the amount CUSIP and ISIN numbers of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated)Additional Notes. Any such additional Senior The Notes and the Senior Notes established pursuant hereto Additional Notes, if any, shall be considered collectively as a single class for all purposes of the Indenture; provided that . Holders of the Notes and the Additional Notes, if any, shall vote and consent together on all matters to which such additional Senior Holders are entitled to vote or consent as one class, and none of the Holders of the Notes or the Additional Notes, if any, shall have the right to vote or consent as a separate class on any matter to which such Holders are fungible for United States federal income tax purposes with any then-existing Senior Notesentitled to vote or consent. The Senior Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of initial Depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially DTC. Payments in respect of Notes represented by a Global Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the form set forth in Exhibit B heretoaccounts specified by DTC. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or DTC rule or usage in addition to those set forth on Exhibit A. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them, such approval to be evidenced by the execution or authentication, respectively, and delivery of the Notes by the Company or the Trustee, respectively. The terms of the Notes set forth in Exhibit A are part of the terms of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Third Supplemental Indenture, expressly agree to be bound by such terms.

Establishment. There is 1.1 The Company hereby established establishes with the Trustee a new series separate, and subject to Section 16.2 hereof, irrevocable Trust on behalf of senior notes each participant in the Plans designated by the Committee (the "Participant") pursuant to a separate agreement or agreements that shall be expressly incorporated in and made a part of this Trust Agreement (each such agreement to be issued under the Indenture, to be designated attached hereto as part of Exhibit B) as well as the Company’s 1.264% Senior Notes due 2041 (the “Senior Notes”)Shortfall Trust. There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, and no further Senior Notes Each separate Trust shall be authenticated and delivered except as provided governed by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Supplemental Indenture; providedTrust Agreement. Each Trust is intended to be exempt from substantially all of the provisions of the Employee Retirement Income Security Act of 1974, howeveras amended, that ("ERISA") by reason of the provisions of Sections 201(2), 301(3) and 401(1) thereof, as applicable, and the Company may re-open this series shall immediately notify the Trustee should such exempt status change for any reason. 1.2 The Trust shall consist of Senior Notes such sums of money and other property acceptable to the aggregate principal amount of Trustee as shall be paid or delivered to the Senior Notes may be increased Trustee by the Company immediately following the date hereof or from time to time in the future, without as determined by the consent President. The Fee Trust and the Shortfall Trust shall be irrevocable and each other Trust, subject to the provisions of Section 16.2 hereof, shall be irrevocable for the Participant for which it is established. Except as provided in Sections 4.2, 4.3 and 16.2 hereof, the Company shall have no right to direct the Trustee to return or divert any Trust assets before the payment of all benefits under the Plans to the Participant. All such money and other property, all in vestments and reinvestment made therewith or proceeds thereof and all earnings and profits (less losses) thereon, less all payments and charges as authorized herein, for each of the holders Trusts are hereinafter referred to as the "Trust Fund". The Trust Fund shall be held by the Trustee and shall be dealt with in accordance with the provisions of this Trust Agreement. All Trust Funds created hereunder shall be treated as a single trust fund for purposes of investing the assets of each Trust Fund (the "Fund") but the Trustee shall maintain, or cause to be maintained records sufficient to determine the interest of each Trust Fund in the Fund. 1.3 Within 90 days of the Senior Notesdate hereof, the Company shall fund each Trust Fund (other than the Fee Trust) with sufficient assets to provide the same rankingbenefits due, interest ratethrough December 31, maturity date 1995, to the Participant for whose benefit the Trust Fund has been established. Thereafter, and other terms and with subject to the same CUSIP and ISIN numbers provisions of Article XVI, the Company may contribute such sums of money or property to the Trust Fund, from time to time, as the Senior Notes other than with respect to: (i) President determines appropriate, in the date of issuancePresident's sole discretion, (ii) the issue price and (iii) the date from which interest shall accrue and without any requirement that the amount of such contributions be sufficient to meet the minimum funding standards imposed by ERISA which are not applicable to contributions under the Plans. 1.4 The principal of each Trust Fund and the Fund, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest payable on in, any assets of the first Interest Payment Date (Trust Fund. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Company. Any assets held by the Fund will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided forSection 4.2 herein.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.934% Senior Notes due 2041 2034 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,0009,800,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this ThirtyTwenty-Second First Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 1.264% 's Floating Rate Convertible Senior Notes due 2041 2023 (the “"Senior Convertible Notes”"). There are to be authenticated and delivered Senior Notes, initially limited in aggregate $140,000,000 (or up to $160,000,000 if and to the extent the Initial Purchasers exercise their option to purchase up to an additional $20,000,000) principal amount to ¥10,000,000,000of the Senior Convertible Notes, and no further Senior Convertible Notes shall be authenticated and delivered except as provided by Sections 2.8Xxxxxxx 000, 2.9000, 2.11000, 8.5 or 12.3 000 xx 0000 of the Original Indenture Indenture, the last paragraph of Section 301 thereof, Section 1.09(f) hereof and the terms of this Thirty-Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (iSection 1.10(c)(iv) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Noteshereof. The Senior Convertible Notes shall be issued in fully registered formform without coupons. The Senior Convertible Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The , and the form of the Trustee’s 's Certificate of Authentication for the Senior Convertible Notes shall be in substantially in the form set forth in Exhibit B hereto. Each Senior Convertible Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.. The Senior Convertible Notes issued on the date hereof will be: (i) offered and sold by the Company pursuant to the Purchase Agreement, and (ii) resold initially only to (A) QIBs in reliance on Rule 144A (such resold Senior Convertible Notes to be referred to herein as the "Rule 144A Securities"), and (B) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S (such resold Senior Convertible Notes to be referred to herein as the "Regulation S Securities" and, together with the Rule 144A Securities, the "Transfer Restricted Securities"). Such Transfer Restricted Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2644.750% Senior Notes due 2041 2049 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $550,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Eighteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to on which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.320% Senior Notes due 2041 2032 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00021,100,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Fifth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.633% Senior Notes due 2041 2031 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00030,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this ThirtyTwenty-Second Ninth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.844% Senior Notes due 2041 2033 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00012,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Thirtieth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2643.625% Senior Notes due 2041 2023 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $700,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Eighth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2643.625% Senior Notes due 2041 2024 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $750,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Ninth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.932% Senior Notes due 2041 2027 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, 60,000,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Fourteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States U.S. federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.075% Senior Notes due 2041 2029 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00033,400,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Fourth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.750% Senior Notes due 2041 2032 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00020,700,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this ThirtyTwenty-Second Fifth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.039% Senior Notes due 2041 2036 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second First Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.412% Senior Notes due 2041 2031 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00027,900,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Ninth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior sustainability notes to be issued under the Indenture, to be designated as the Company’s 1.2641.125% Senior Sustainability Notes due 2041 2026 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $400,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this ThirtyTwenty-Second Eighth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to on which interest has been paid or duly provided for.

Establishment. (a) There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as follows: (i) the Company’s 1.2645.375% Senior Notes due 2041 2029 to be issued on the date hereof in connection with the Indigo Exchange Offer and (ii) 5.375% Senior Notes due 2029 if and when issued in exchange for Initial Notes in a Registered Exchange Offer accordance with the “Senior Notes”). Registration Rights Agreement. (b) There are to be authenticated and delivered Senior $697,493,000 principal amount of Initial Notes on the date hereof. Upon receipt of a Company Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes, initially limited in ; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes of a like aggregate principal amount in accordance with a Registered Exchange Offer pursuant to ¥10,000,000,000the Registration Rights Agreement. Further, and no further Senior Notes shall from time to time thereafter there may be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate an unlimited principal amount of the Senior additional Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: Additional Securities. (ic) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued initially in the form of one or more Global Securities (as defined below) Securities, in substantially the form set out in Exhibit 1 to Appendix A hereto. The form interest rate, Interest Payment Dates, record dates and maturity date of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form as set forth in Exhibit B heretosuch form, the terms of which are incorporated herein by reference. The Depositary with respect to the Notes shall be The Depository Trust Company. (d) Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof (or any such other date as may be stated in such Note) or from the most recent Interest Payment Date date to which interest has been paid or duly provided for. Provisions relating to the Initial Notes and the Exchange Notes are set forth in Appendix A attached hereto, which is hereby incorporated in, and expressly made part of, this Second Supplemental Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company). The respective terms of the Notes set forth in Appendix A are part of the terms of this Second Supplemental Indenture. (e) If and to the extent that the provisions of the Base Indenture are duplicative of, or in contradiction with, the provisions of this Second Supplemental Indenture, the provisions of this Second Supplemental Indenture shall govern.

Establishment. There is hereby established a new series of senior notes Securities to be issued under the Indenture, to be designated as the Company’s 1.264% 6¾% Senior Notes due 2041 2020 (the “Senior Notes”). This Second Supplemental Indenture shall be deemed to satisfy all requirements of Section 301 of the Original Indenture necessary for establishment of the Notes as a series of Securities under the Indenture notwithstanding anything to the contrary therein. There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, of $300,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 the terms of the Original Indenture and the terms of this Thirty-Second Supplemental Indenture; provided, however, that additional Notes having identical terms and conditions as the Company may re-open this series of Senior Notes other than issue date, the issue price, the date from which interest thereon shall accrue, legends, if any, to be included thereon and the aggregate principal amount of first Interest Payment Date (the Senior Notes “Additional Notes”) may be increased issued from time to time in the future, without the consent of the holders Holders of the Senior Notes, in accordance with the same rankingprovisions of the Indenture. With respect to any Additional Notes, interest ratethe Company shall set forth in a resolution of the Board of Directors or an Officers’ Certificate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: following information: (ia) the date aggregate principal amount of issuance, such Additional Notes to be authenticated and delivered pursuant to the Indenture; (iib) the issue price and (iii) date, the issue price, the first Interest Payment Date of such Additional Notes, the date from which interest shall accrue and legends, if any, to be included thereon; and (c) the amount CUSIP and ISIN numbers of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated)Additional Notes. Any such additional Senior The Notes and the Senior Notes established pursuant hereto Additional Notes, if any, shall be considered collectively as a single class for all purposes of the Indenture; provided that . Holders of the Notes and the Additional Notes, if any, shall vote and consent together on all matters to which such additional Senior Holders are entitled to vote or consent as one class, and none of the Holders of the Notes or the Additional Notes, if any, shall have the right to vote or consent as a separate class on any matter to which such Holders are fungible for United States federal income tax purposes with any then-existing Senior Notesentitled to vote or consent. The Senior Notes shall be issued in fully registered formform without coupons, and only in denominations of $2,000 and larger integral multiples of $1,000. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of initial Depositary with respect to the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially DTC. Payments in respect of Notes represented by a Global Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the form set forth in Exhibit B heretoaccounts specified by DTC. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or DTC rule or usage in addition to those set forth on Exhibit A. The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them, such approval to be evidenced by the execution or authentication, respectively, and delivery of the Notes by the Company or the Trustee, respectively. The terms of the Notes set forth in Exhibit A are part of the terms of the Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to be bound by such terms.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2643.600% Senior Notes due 2041 2030 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $1,000,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this ThirtyTwenth-Second Seventh Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to on which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2643.25% Senior Notes due 2041 2025 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $450,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Eleventh Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2644.00% Senior Notes due 2041 2022 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $350,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Sixth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.159% Senior Notes due 2041 2030 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00029,300,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Fifteenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.560% Senior Notes due 2041 2051 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00020,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Third Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.048% Senior Notes due 2041 2029 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00013,000,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Eighth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.550% Senior Notes due 2041 2030 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00013,300,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this ThirtyTwenty-Second Fourth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.750% Senior Notes due 2041 2038 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,0008,900,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Seventeenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2640.300% Senior Notes due 2041 2025 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,00012,400,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this ThirtyTwenty-Second Third Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There The aggregate principal amount of the 2017 Senior Notes, initially limited to an aggregate principal amount of $400,000,000 under the Fifth Supplemental Indenture, is hereby established a new series increased by $250,000,000 to an aggregate principal amount of senior notes to be issued under the Indenture, to be designated as the Company’s 1.264% Senior Notes due 2041 (the “Senior Notes”)$650,000,000. There are to be authenticated and delivered Additional 2017 Senior Notes, initially limited Notes in an aggregate principal amount of $250,000,000. Except as provided herein, the Additional 2017 Senior Notes shall have the same terms and same CUSIP numbers and ISIN numbers as the Initial 2017 Senior Notes and shall combine with the Initial 2017 Senior Notes to ¥10,000,000,000, and no form a single series of senior notes under the Indenture. No further 2017 Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Seventh Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the 2017 Senior Notes may be increased in the future, without the consent of the holders of the 2017 Senior Notes (including, without limitation, without the consent of any holders of the Initial 2017 Senior Notes or the Additional 2017 Senior Notes), with on the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes (other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date, issue price, date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Additional 2017 Senior Notes (which terms shall be set forth in a Board Resolution accompanying Notes) and with the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes same CUSIP and ISIN numbers as the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing 2017 Senior Notes. The Additional 2017 Senior Notes shall be issued in fully registered form. The Additional 2017 Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Additional 2017 Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Additional 2017 Senior Note shall be dated the date of authentication thereof and shall bear interest from the date February 10, 2012 at 2.65% per annum, payable semi-annually on February 15 and August 15 of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided foreach year, commencing August 15, 2012.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2642.40% Senior Notes due 2041 2020 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $550,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Tenth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is 1.1 AMP hereby established establishes with the Trustee a new series separate, and subject to Section 16.2 hereof, irrevocable Trust on behalf of senior notes to be issued under each Participant in the Indenture, to be Plan designated by CEO and listed on Exhibit B hereto or added thereafter as designated by the Company’s 1.264% Senior Notes due 2041 CEO (the “Senior Notes”"Participant"). There are to be authenticated AMP also hereby establishes with the Trustee the Shortfall Trust and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, and no further Senior Notes the Fee Trust. Each separate Trust so established shall be authenticated and delivered except as provided governed by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount Trust Agreement. Each Trust is intended to be exempt from substantially all of the Senior Notes provisions of ERISA by reason of the provisions of Sections (1) thereof, as applicable, and AMP shall immediately notify the Trustee should such exempt status change for any reason. 1.2 Each Trust may consist of such sums of money, other property acceptable to the Trustee or a letter of credit against which the Trustee may obtain funds to be increased credited to the Trusts as of the date hereof and as from time to time shall be paid or delivered to the Trustee by AMP immediately following the date hereof or from time to time in the future, without as determined by the consent CEO. The Fee Trust and the Shortfall Trust shall be irrevocable and each other Trust, subject to the provisions of Section 16.2 hereof, shall be irrevocable for the Participant for which it is established. Except as provided in Sections 4.2 and 16.2 hereof, the Company shall have no right to direct the Trus tee to return or divert any Trust assets before the payment of all benefits under the Plan to the Participant. All such money and other property, all investments and reinvestment made therewith or proceeds thereof and all earnings and profits (less losses) thereon, less all payments and charges as authorized herein, for each of the holders of Trusts are hereinafter collectively referred to as the Senior Notes, "Trust Fund." The Trust Fund shall be held by the Trustee and shall be dealt with in accordance with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date provisions of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively this Trust Agreement as a single class trust fund for all purposes of investing the Indenture; provided that assets of each Trust but the Company (or its designee) shall maintain, or cause to be maintained records sufficient to determine the interest of each Trust in the Trust Fund. 1.3 AMP may contribute such additional Senior Notes are fungible for United States federal income tax purposes with sums of money or property to the Trust Fund, or a letter of credit against which the Trustee may obtain funds, from time to time, as the CEO determines appropriate in his sole discretion. Participants and their beneficiaries shall have no preferred claim on, or any then-existing Senior Notesbeneficial ownership interest in, any assets of the Trust Fund. The Senior Notes Any rights created under the Plans and this Trust Agreement shall be issued in fully registered formmere unsecured contractual rights of Participants and their beneficiaries against the Company. The Senior Notes shall Any assets held by the Fund will be issued subject to the claims of AMP's general creditors under federal and state law in the form event of one or more Global Securities (Insolvency, as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided forSection 4.2 herein.

Establishment. There is 1.1 The Company hereby established establishes with the Trustee an irrevocable grantor trust ("Third Trust") in connection with accounts created on or after January 1, 1990 on behalf of those Participants in the Plan who are executive employees and directors of the Company and are designated by the Company and agreed to by the Trustee ("Participants") in a new series separate written agreement or agreements copies of senior notes to be issued under the Indenture, to be designated as the Company’s 1.264% Senior Notes due 2041 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, and no further Senior Notes which shall be authenticated delivered to the Trustee and delivered except attached hereto as provided Exhibit A. The Third Trust so established shall be governed by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Supplemental Indenture; providedTrust Agreement. Funding of the Third Trust shall be at the discretion of the Company, however, and the Trustee shall have no obligation to require that the Company may re-open this series fund the Third Trust. 1.2 The Third Trust shall consist of Senior Notes such sums of money and other property acceptable to the Trustee as from time to time shall be paid or delivered to the Trustee. All such money and other property, all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, are hereinafter referred to as the "Third Trust Fund." The Third Trust shall be irrevocable, and the aggregate principal amount Company shall have no right to direct the Trustee to return or divert any Third Trust assets before the payment of all Plan benefits to the Participants in connection with deferrals for accounts created on or after January 1, 1990, together with earnings thereon except as provided in Section 7.4. The Third Trust Fund shall be held by the Trustee and shall be dealt with in accordance with the provisions of this Trust Agreement. Neither the Participants, nor the Plan, shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Senior Notes Third Trust Fund prior to the time such assets are paid to the Participants as provided in Article VII, and all rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights or the Participants against the Company. 1.3 The Company, in its absolute discretion, may be increased in from time to time contribute to the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: Third Trust (i) the date amount of issuancedeferrals under the Plan by Participants, plus (ii) the amount of earnings credited under the Plan to the accounts of Participants, plus (iii) amounts necessary to pay the premiums on any life insurance policies held by the Trustee to the extent that such premiums are not paid by policy loans taken under Section 5.3 below, plus (iv) amounts necessary to pay the interest on any loans against life insurance policies held by the Trustee to the extent that such interest is not paid by policy loans taken under Section 5.3. 1.4 The Company shall retain an independent administrator ("Administrator") for the Plan whose duties shall include (i) reporting at least annually to the Company and the Trustee the current account balance of each Participant, (ii) advising the issue price Trustee of the due date and amount of any premiums on life insurance policies held in the Trust Fund sufficiently in advance of such due date so as to allow the Trustee time for payment, (iii) certifying to the date from which interest shall accrue and Trustee the amount of interest payable on benefit payments which the first Interest Payment Date Trustee is to make to any Participant, and (iv) directing the Trustee to file appropriate tax returns and reports as defined below) following required by Section 9.6. The selection of the issuance of Administrator and any such additional Senior Notes (which terms successor Administrators shall be set forth in a Board Resolution accompanying subject to the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes prior written approval of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes Trustee which approval shall not be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided forunreasonably withheld.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2641.122% Senior Notes due 2041 2039 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,0006,300,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this ThirtyTwenty-Second Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated as the Company’s 1.2642.875% Senior Notes due 2041 2026 (the “Senior Notes”). There are to be authenticated and delivered Senior Notes, initially limited in aggregate principal amount to ¥10,000,000,000, $300,000,000 and no further Senior Notes shall be authenticated and delivered except as provided by Sections Section 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Thirty-Second Twelfth Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking, interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to: (i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any then-existing Senior Notes. The Senior Notes shall be issued in fully registered form. The Senior Notes shall be issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto. The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto. Each Senior Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.