EXHIBIT 4.1 





 



THE BANK OF NOVA SCOTIA, 


Issuer 


and


COMPUTERSHARE TRUST COMPANY, N.A., 


U.S. Trustee 


and


COMPUTERSHARE TRUST COMPANY OF CANADA,



Canadian Trustee 


 


 



Indenture 


Dated as of December 16, 2015 


 



 

Subordinated Debt Securities



 




 





    	 



    	 



    

TABLE OF CONTENTS 


Page




	Article One DEFINITIONS AND OTHER PROVISIONS  OF GENERAL APPLICATION	7
	Section 101 Definitions	7
	Section 102 Compliance Certificates and Opinions	13
	Section 103 Form of Documents Delivered to Trustees	14
	Section 104 Acts of Holders; Record Dates	14
	Section 105 Notices, Etc., to Trustees and Bank	16
	Section 106 Notice to Holders; Waiver	17
	Section 107 Conflict with Trust Indenture Legislation	17
	Section 108 Effect of Headings and Table of Contents	17
	Section 109 Successors and Assigns	17
	Section 110 Separability Clause	17
	Section 111 Benefits of Indenture	17
	Section 112 Governing Law	17
	Section 113 Legal Holidays	18
	Article Two SecuritY Forms	18
	Section 201 Forms Generally	18
	Section 202 Form of Face of Security	18
	Section 203 Form of Reverse of Security	20
	Section 204 Form of Legend for Global Securities	23
	Section 205 Form of Trustee’s Certificate of Authentication	23
	Article Three THE SECURITIES	24
	Section 301 Amount Unlimited; Issuable in Series	24
	Section 302 Denominations	27
	Section 303 Execution, Authentication, Delivery and Dating	27
	Section 304 Temporary Securities	28
	Section 305 Registration, Registration of Transfer and Exchange	29
	Section 306 Mutilated, Destroyed, Lost and Stolen Securities	31
	Section 307 Payment of Interest; Interest Rights Preserved	31
	Section 308 Persons Deemed Owners	32
	Section 309 Cancellation	32
	Section 310 Computation of Interest	33
	Section 311 CUSIP Numbers	33
	Section 312 Original Issue Discount	33
	Article Four SATISFACTION AND DISCHARGE	33
	Section 401 Satisfaction and Discharge of Indenture	33
	Section 402 Application of Trust Money	34
	Article Five REMEDIES	34
	Section 501 Events of Default	34
	Section 502 Acceleration of Maturity; Rescission and Annulment	35
	Section 503 Suits for Enforcement by Trustees	35
	Section 504 Trustees May File Proofs of Claim	36
	Section 505 Trustees May Enforce Claims Without Possession of Securities	36
	Section 506 Application of Money Collected	36



     


     


    




	Section 507 Limitation on Suits	36
	Section 508 Unconditional Right of Holders to Receive Principal, Premium and Interest	37
	Section 509 Restoration of Rights and Remedies	37
	Section 510 Rights and Remedies Cumulative	37
	Section 511 Delay or Omission Not Waiver	37
	Section 512 Control by Holders	38
	Section 513 Waiver of Past Defaults	38
	Section 514 Undertaking for Costs	38
	Section 515 Waiver of Usury, Stay or Extension Laws	38
	Section 516 Bank Act Limitation on Payment	38
	Article Six THE TRUSTEES	39
	Section 601 Certain Duties and Responsibilities	39
	Section 602 Notice of Defaults	39
	Section 603 Certain Rights of Trustees	39
	Section 604 Not Responsible for Recitals or Issuance of Securities	41
	Section 605 May Hold Securities	41
	Section 606 Money Held in Trust	41
	Section 607 Compensation and Reimbursement	41
	Section 608 Conflicting Interests	42
	Section 609 Corporate Trustee Required; Eligibility	42
	Section 610 Resignation and Removal; Appointment of Successor	42
	Section 611 Acceptance of Appointment by Successor	44
	Section 612 Merger, Conversion, Consolidation or Succession to Business	44
	Section 613 Preferential Collection of Claims Against Bank	45
	Section 614 Appointment of Authenticating Agent	45
	Section 615 Joint Trustees	46
	Section 616 Not Bound to Act	46
	Article Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEES AND BANK	47
	Section 701 Bank to Furnish Trustees Names and Addresses of Holders	47
	Section 702 Preservation of Information; Communications to Holders	47
	Section 703 Reports by Trustees	48
	Section 704 Reports by Bank	48
	Article Eight CONSOLIDATION, AMALGAMATION, MERGER,  CONVEYANCE, TRANSFER OR LEASE	48
	Section 801 Bank May Consolidate, Etc., Only on Certain Terms	48
	Section 802 Successor Substituted	49
	Article Nine SUPPLEMENTAL INDENTURES	49
	Section 901 Supplemental Indentures without Consent of Holders	49
	Section 902 Supplemental Indentures with Consent of Holders	50
	Section 903 Execution of Supplemental Indentures	51
	Section 904 Effect of Supplemental Indentures	51
	Section 905 Conformity with Trust Indenture Legislation	51
	Section 906 Reference in Securities to Supplemental Indentures	51
	Article Ten COVENANTS	51
	Section 1001 Payment of Principal, Premium and Interest	51



     


     


    




	Section 1002 Maintenance of Office or Agency	52
	Section 1003 Money for Securities Payments to Be Held in Trust	52
	Section 1004 Statement by Officers as to Default	53
	Section 1005 Existence	53
	Section 1006 Waiver of Certain Covenants	53
	Article Eleven REDEMPTION OF Securities	53
	Section 1101 Applicability of Article	53
	Section 1102 Election to Redeem; Notice to Trustees	53
	Section 1103 Selection by Trustees of Securities to Be Redeemed	54
	Section 1104 Notice of Redemption	54
	Section 1105 Deposit of Redemption Price	55
	Section 1106 Securities Payable on Redemption Date	55
	Section 1107 Securities Redeemed in Part	55
	Article Twelve PURCHASE OR REPAYMENT OF SECURITIES BY THE BANK AT THE OPTION OF THE HOLDER	56
	Section 1201 Applicability of Article	56
	Section 1202 Notice of Repayment Date	56
	Section 1203 Deposit of Repayment Price	56
	Section 1204 Securities Payable on Repayment Date	56
	Section 1205 Securities Repaid in Part	57
	Article Thirteen SINKING FUNDS	57
	Section 1301 Applicability of Article	57
	Section 1302 Satisfaction of Sinking Fund Payments with Securities	57
	Section 1303 Redemption of Securities for Sinking Fund	58
	Article Fourteen DEFEASANCE AND COVENANT DEFEASANCE	58
	Section 1401 Bank’s Option to Effect Defeasance or Covenant Defeasance	58
	Section 1402 Defeasance and Discharge	58
	Section 1403 Covenant Defeasance	58
	Section 1404 Conditions to Defeasance or Covenant Defeasance	59
	Section 1405 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	60
	Section 1406 Reinstatement	61
	Article Fifteen SUBORDINATION OF Securities	61
	Section 1501 Securities Subordinate to Deposit Liabilities and Other Indebtedness	61
	Section 1502 Further Assurances of Subordination	62
	Section 1503 Reliance on Judicial Order or Certificate of Liquidating Agent	62
	Section 1504 Trustees’ Compensation Not Prejudiced	62
	Section 1505 Trustees Entitled to Assume Payments Not Prohibited in Absence of Notice	62
	Section 1506 No Fiduciary Duty of Trustees to Holders of Senior Indebtedness of the Bank	62
	Article Sixteen MISCELLANEOUS PROVISION	63
	Section 1601 Consent to Jurisdiction and Service of Process	63
	Section 1602 Indenture and Securities Solely Corporate Obligations	63
	Section 1603 Execution in Counterparts	64



     


     


    




	Section 1604 Waiver of Jury Trial	64


 




     


     


    


Certain Sections of this Indenture relating to Sections 310
through 318, inclusive, of the Trust Indenture Act of 1939, as amended:


	
        Trust Indenture Act Section
	 	Indenture Section
	§ 310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	608
	 	 	610
	§ 311(a)	 	613
	(b)	 	613
	§ 312(a)	 	701
	(b)	 	702
	(c)	 	702
	§ 313(a)	 	703
	703 (b)	 	703
	(c)	 	703
	(d)	 	703
	§ 314(a)	 	704
	(a)(4)	 	101
	 	 	1004
	(b)	 	Not Applicable
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	102
	§ 315(a)	 	601
	(b)	 	602
	(c)	 	601
	(d)	 	601
	(e)	 	514
	§ 316(a)	 	101
	(a)(1)(A)	 	502
	 	 	512
	(a)(1)(B)	 	513
	(a)(2)	 	Not Applicable
	(b)	 	508
	(c)	 	104
	§ 317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	§ 318(a)	 	107


Note: This reconciliation and tie shall not, for any purpose,
be deemed to be a part of the Indenture.


 




     


     


    


INDENTURE, dated as of December 16, 2015,
among The Bank of Nova Scotia, a Canadian chartered bank (herein called the “Bank”), having its principal executive
offices located at 44 King Street West, Scotia Plaza, Toronto, Ontario, Canada M5H 1H1, Computershare Trust Company, N.A., a trust
company organized under the laws of the United States, as United States Trustee (the “U.S. Trustee”) and Computershare
Trust Company of Canada, a trust company duly organized and existing under the laws of Canada, as Canadian trustee (the “Canadian
Trustee” and, together with the U.S. Trustee, the “Trustee” or “Trustees”).


RECITALS OF THE BANK


WHEREAS, the Bank has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated indebtedness
(herein called the “Securities”), to be issued in one or more series as provided in this Indenture.


WHEREAS, this Indenture is subject to the
provisions of the Bank Act (Canada) and the Trust Indenture Act of 1939, as amended, to the extent applicable under Rule
4d-9 thereunder, and shall, to the extent applicable, be governed by such provisions and by other applicable provisions of Trust
Indenture Legislation; and


WHEREAS, all things necessary to make this
Indenture a valid agreement of the Bank, in accordance with its terms, have been done.


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


For and in consideration of the premises
and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows:


Article
One

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


Section
101 Definitions. For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires: 


		(a)	the terms defined in this Article One have the meanings assigned to them in this Article One
and include the plural as well as the singular; 



		(b)	all other terms used herein which are defined in the Trust Indenture Act, either directly or
by reference therein, have the meanings assigned to them therein; 



		(c)	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board, including the accounting
requirements of the Superintendent of Financial Institutions Canada, and, except as otherwise herein expressly provided, the term
“generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted at the date of such computation; 



		(d)	unless the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture; 





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		(e)	the words “herein”, “hereof” and “hereunder” and other words
of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 



		(f)	all references to dollars and $ shall mean U.S. dollars unless otherwise indicated. 



“Act”, when used with
respect to any Holder, has the meaning specified in Section 104.


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


“Authenticating Agent”
means any Person authorized by a Trustee pursuant to Section 614 to act on behalf of a Trustee to authenticate Securities of one
or more series.


“Bank” means the Person
named as the “Bank” in the first paragraph of this Indenture until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Bank” shall mean such successor Person.


“Bank Request” or “Bank
Order” means a written request or order signed in the name of the Bank by any one of the President and Chief Executive
Officer, a Vice-Chairman, a Group Head, the Executive Vice-President and Chief Financial Officer, the Executive Vice-President
and Group Treasurer, the Managing Director and Head, Funding and Liquidity Management or any other natural person designated as
an officer of the Bank by by-law or by Board Resolution and delivered to the Trustees.


“Board of Directors”
means either the board of directors of the Bank or any duly authorized committee of that board.


“Board Resolution” means
a copy of a resolution certified by the Secretary or an Assistant Secretary of the Bank to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustees.


“Business Day”, when
used with respect to any Place of Payment, means, unless otherwise specified as contemplated by Section 301, each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment are authorized or obligated
by law or executive order to close.


“Canadian Trustee” means
Computershare Trust Company of Canada and its successors hereunder.


“Commission” means the
Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


“Corporate Trust Office”,
with respect to the U.S. Trustee, means the principal corporate trust office of the U.S. Trustee in Highland Ranch, Colorado at
which at any particular time its corporate trust business shall be administered, or such other address as the U.S. Trustee may
designate from time to time




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by notice to the Holders and the Bank; and, with respect to
the Canadian Trustee, means the principal corporate trust office of the Canadian Trustee in Toronto, Ontario at which at any particular
time its corporate trust business shall be administered, or such other address as the Canadian Trustee may designate from time
to time by notice to the Holders and the Bank.


“corporation” means
a corporation, association, company, limited liability company, joint-stock company, business trust or other entity.


“Covenant Defeasance”
has the meaning specified in Section 1403.


“Defaulted Interest”
has the meaning specified in Section 307.


“Defeasance” has the
meaning specified in Section 1402.


“Depositary” means,
with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, any Person
that is designated to act as Depositary for such Securities as contemplated by Section 301.


“Early Payment Restrictions”
has the meaning specified in Section 516.


“Event of Default” has
the meaning specified in Section 501.


“Exchange Act” means
the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


“Existing Trust Indentures”
means, collectively, the deeds, indentures or other instruments, including any supplement or amendment thereto, to which the Bank
is a party and under which the Bank has issued the following: (i) 8.90% Subordinated Debentures due June 2025; (ii) Floating Rate
Subordinated Capital Debentures due August 2085; (iii) 3.015% Subordinated Callable Notes due November 2037; (iv) 3.37% Subordinated
Callable Notes due April 2038; (v) 6.65% Subordinated Debentures due January 2021; (vi) 2.898% Subordinated Debentures due August
2022, (vii) 3.036% Subordinated Debentures due October 2024; (viii) 2.58% Subordinated Debentures due March 30, 2027; and (ix)
3.367% Subordinated Debentures due December 8, 2025.


“Expiration Date” has
the meaning specified in Section 104.


“Global Security” means
a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend
as may be specified as contemplated by Section 301 for such Securities).


“Holder” means a Person
in whose name a Security is registered in the Security Register.


“Indebtedness” at any
time means all deposit liabilities of the Bank and all other liabilities and obligations of the Bank which in accordance with the
accounting rules established for Canadian chartered banks issued under the authority of the Superintendent of Financial Institutions
(Canada) appointed pursuant to the Office of the Superintendent of Financial Institutions Act (Canada) pursuant to the Bank
Act (Canada) or with International Financial Reporting Standards as issued by the International Accounting Standards Board,
as the case may be, would be included in determining the total liabilities of the Bank at such time, other than liabilities for
paid-up capital, contributed surplus, retained earnings and general reserves of the Bank.




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“Indenture” means this
instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Legislation that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of
Securities established as contemplated by Section 301.


“interest”, when used
with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity.


“Interest Payment Date”,
when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.


“Investment Company Act”
means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


“Maturity”, when used
with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption,
exercise of a Holder’s option to require the Bank to purchase or repay the Security or otherwise.


“Notice of Default”
means a written notice of the kind specified in Section 502.


“Officer’s Certificate”
means a certificate signed by any one of the President and Chief Executive Officer, a Vice-Chairman, a Group Head, the Executive
Vice-President and Chief Financial Officer, the Executive Vice-President and Group Treasurer, the Managing Director and Head, Funding
and Liquidity Management or any other natural person designated as an officer of the Bank by by-law or by Board Resolution and
delivered to the Trustees. The officer signing an Officer’s Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Bank.


“Opinion of Counsel”
means a written opinion of counsel, who may be internal or external counsel for the Bank, and who shall be acceptable to the Trustees.


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502.


“Outstanding”, when
used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:


		(a)	Securities theretofore cancelled by a Trustee or delivered to a Trustee for cancellation;



		(b)	Securities, or portions thereof, for whose payment or redemption money in the necessary amount
has been theretofore deposited with a Trustee or any Paying Agent (other than the Bank) in trust or set aside and segregated in
trust by the Bank (if the Bank shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities
are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustees has been made;





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		(c)	Securities as to which Defeasance has been effected pursuant to Section 1402; and



		(d)	Securities that have been paid pursuant to Section 306 or in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of
which there shall have been presented to the Trustees proof satisfactory to them that such Securities are held by a protected purchaser
in whose hands such Securities are valid obligations of the Bank;



provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of
such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal
amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed
to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a
Security denominated in one or more currencies or currency units other than U.S. dollars which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal
amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided
in such Clause), and (D) Securities owned by the Bank or any other obligor upon the Securities or any Affiliate of the Bank or
of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether a Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only
Securities that a Responsible Officer of such Trustee knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustees the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Bank or any other obligor upon the Securities or
any Affiliate of the Bank or of such other obligor.


“Paying Agent” means
any Person authorized by the Bank to pay the principal of or any premium or interest on any Securities on behalf of the Bank and
may be the Bank in such capacity.


“Person” means any individual,
corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency
or political subdivision thereof.


“Place of Payment”,
when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest
on the Securities of that series are payable as specified as contemplated by Section 301, and as determined by the Trustees and
the Bank.


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


“Record Date” means
any Regular Record Date or Special Record Date.


“Redemption Date”, when
used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.




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“Redemption Price”,
when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.


“Repayment Date”, when
used with respect to Securities of any series, the terms of which provide each Holder an option to require the Bank to purchase
or repay the Securities held by such Holder, means the date, if any, fixed for such purchase or repayment pursuant to this Indenture.


“Repayment Price”, when
used with respect to Securities of any series, the terms of which provide each Holder an option to require the Bank to purchase
or repay the Securities held by such Holder, means the price, if any, at which such purchase or repayment is to occur pursuant
to this Indenture.


“Responsible Officer”
when used with respect to either Trustee, means any officer of such Trustee with direct responsibility for administration of this
Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of such person’s knowledge of and familiarity with the particular subject.


“Securities” has the
meaning stated in the first recital of this Indenture and more particularly means Securities authenticated and delivered under
this Indenture.


“Securities Act” means
the United States Securities Act of 1933 and any successor statute thereto, in each case as amended from time to time.


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 305.


“Senior Indebtedness”
means any Indebtedness other than Subordinated Indebtedness, including any Indebtedness to which Securities are expressly subordinated
pursuant to Article Fifteen.


“Special Record Date”
for the payment of any Defaulted Interest means a date fixed by the Trustees pursuant to Section 307.


“Stated Maturity”, when
used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.


“Subordinated
Indebtedness” at any time means:


		(a)	the liability of the Bank in respect of the principal and premium, if any, and interest on the
Securities and on debentures issued under the Existing Trust Indentures;



		(b)	any Indebtedness which ranks equally with and not prior to the Securities or debentures issued
under the Existing Trust Indentures, in right of payment in the event of the insolvency or winding-up of the Bank and which, pursuant
to the terms of the instrument evidencing or creating the same, is expressed to be subordinate in right of payment to all Indebtedness
to which the Securities or debentures issued under the Existing Trust Indentures are subordinate in right of





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payment to at least the same extent as the Securities
are subordinate thereto under the provisions of Article Fifteen; and


		(c)	any Indebtedness which ranks subordinate to and not equally with or prior to the Securities or
debentures issued under the Existing Trust Indentures, in right of payment in the event of the insolvency or winding-up of the
Bank and which, pursuant to the terms of the instrument evidencing or creating the same, is expressed to be subordinate in right
of payment to all Indebtedness to which the Securities or debentures issued under the Existing Trust Indentures are subordinate
in right of payment to at least the same extent as the Securities are subordinate thereto under the provisions of Article Fifteen.



“Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.


“Trust Indenture Legislation”
means, at any time, statutory provisions relating to trust indentures and the rights, duties, and obligations of trustees under
the trust indentures and of bodies corporate, including banks, issuing debt obligations under trust indentures to the extent that
such provisions are at such time in force and applicable to this Indenture, and at the date of this Indenture means (i) the
applicable provisions of the Bank Act (Canada) and any statute that may be substituted therefor as from time to time amended,
and any other statute of Canada or a province thereof, and of regulations under any such statute, and (ii) the Trust Indenture
Act.


“Trustee” or “Trustees”
means the Persons named as the “Canadian Trustee” and the “U.S. Trustee” in the first paragraph of this
Indenture until a successor of either Trustee or both shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Trustee” or “Trustees” shall mean or include each Person who is then a Trustee hereunder.
If the Canadian Trustee resigns or is removed and, pursuant to Section 610, the Bank is not required to appoint a successor
Trustee to the Canadian Trustee, “Trustee”, “Trustees” and any reference to “both of the Trustees”
shall mean the Person named as the U.S. Trustee or any successor thereto appointed pursuant to the applicable provisions of this
Indenture.


“U.S. Government Obligation”
has the meaning specified in Section 1404.


“U.S. Trustee” means
Computershare Trust Company, N.A. and its successors hereunder.


“Vice-President”, when
used with respect to a Trustee, means any vice-president, whether or not designated by a number or a word or words added before
or after the title “vice-president.”


Section
102 Compliance Certificates and Opinions. Upon any application or request by the Bank
to either Trustee to take any action under any provision of this Indenture or if otherwise requested by either Trustee, the Bank
shall furnish to the applicable Trustee such certificates and opinions as may be required under the Trust Indenture Legislation.
Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer of
the Bank, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Legislation
and any other requirements set forth in this Indenture. 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004)
shall include:




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		(1)	a statement that each individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto; 



		(2)	a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; 



		(3)	a statement that, in the opinion of each such individual, such individual has made such examination
or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition
has been complied with; and 



		(4)	a statement as to whether, in the opinion of each such individual, such condition or covenant
has been complied with. 



Section
103 Form of Documents Delivered to Trustees. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


Any certificate or opinion of an officer
of the Bank may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Bank stating that the information with respect to such factual matters is in the possession of the Bank, unless
such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


Section
104 Acts of Holders; Record Dates. Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustees and, where it is hereby expressly required, to the Bank. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustees and the Bank,
if made in the manner provided in this Section. 


The fact and date of the execution by
any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate
of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also constitute




    14 


     


    

sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other
manner which the Trustees deem sufficient.


For the purposes of this Indenture, the
ownership of Securities shall be proved by the Security Register.


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the
Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done, omitted or suffered to be done by the Trustees or the Bank in reliance thereon, whether or not notation of such
action is made upon such Security.


The Bank may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series, provided that the Bank may not set a record date for, and the provisions
of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred
to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant
series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing
in this paragraph shall be construed to prevent the Bank from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action
taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the Bank, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustees in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 106.


The Trustees may set any day as
a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case
with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration,
request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent
the Trustees from setting a new record date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of
the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustees, at the Bank’s expense, shall cause notice of
such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Bank in writing and to
each Holder of Securities of the relevant series in the manner set forth in Section 106.




    15 


     


    

With respect to any record date set pursuant
to this Section, the party hereto that sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the party hereto that set such record date shall be deemed
to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right
to change the Expiration Date as provided in this paragraph; provided that the Expiration Date shall not be later than the 180th
day after such record date.


Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.


Without limiting the generality of the
foregoing, a Holder, including a Depositary that is the Holder of a Global Security, may make, give or take, by a proxy or proxies
duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders, and a Depositary that is the Holder of a Global Security may provide its proxy
or proxies to the beneficial owners of interests in any such Global Security through such Depositary’s standing instructions
and customary practices.


Section
105 Notices, Etc., to Trustees and Bank. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with, 


		(1)	the U.S. Trustee by the Canadian Trustee, any Holder or by the Bank shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the U.S. Trustee at its Corporate Trust Office in the
manner and as specified in an indenture supplemental hereto,



		(2)	the Canadian Trustee by the U.S. Trustee, any Holder or by the Bank shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Canadian Trustee at its Corporate Trust Office in
the manner and as specified in an indenture supplemental hereto, or



		(3)	the Bank by the Trustees or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or by overnight courier or facsimile,
to the Bank addressed to it at the address of its principal executive offices specified in an indenture supplemental hereto, or
at any other address previously furnished in writing to the Trustees by the Bank.



The Trustees agree to accept and act
upon notice, instructions or directions pursuant to this Indenture sent by unsecured facsimile or electronic transmission (in “.pdf”
format); provided, however, that (i) the party providing such written notice, instructions or directions, subsequent
to such transmission of written instructions, shall provide the originally executed instructions or directions to such Trustee
within two Business Days, (ii) such originally executed notice, instructions or directions shall be signed by an authorized representative
of the party providing such notice, instructions or directions and (iii) receipt of such unsecured facsimile or electronic transmissions
is confirmed by a Responsible Officer of such Trustee. The Trustees shall not be liable for any losses, costs or expenses arising
directly or




    16 


     


    

indirectly from the Trustees’ reasonable reliance upon
and compliance with such notice, instructions or directions notwithstanding such notice, instructions or directions conflict or
are inconsistent with a subsequent notice, instructions or directions.


Section
106 Notice to Holders; Waiver. Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his or her address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder
in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually
receives such notice.


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with either
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


In case by reason
of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustees shall constitute a sufficient notification for every
purpose hereunder.


Where this Indenture
provides for notice of any event (including any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise),
such notice shall be sufficiently given if given to the Depositary for such Security (or its designee), pursuant to the applicable
procedures of such Depositary, if any, prescribed for the giving of such notice.


Section
107 Conflict with Trust Indenture Legislation. If any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Legislation that is required under the Trust Indenture Legislation to be a
part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Legislation that may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or to be excluded, as the case may be. 


Section
108 Effect of Headings and Table of Contents. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the construction hereof. 


Section
109 Successors and Assigns. All covenants and agreements in this Indenture by the Bank
shall bind its successors and assigns, whether so expressed or not. 


Section
110 Separability Clause. In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. 


Section
111 Benefits of Indenture. Nothing in this Indenture or in the Securities, express
or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture. 


Section
112 Governing Law. This Indenture and the Securities shall be governed by and construed
in accordance with the law of the State of New York, except for Section 301(b) and Article




    17 


     


    

Fifteen, which shall be governed by and construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable therein.


Section
113 Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment
Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall
apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if
made on the Interest Payment Date, Redemption Date, Repayment Date, or at the Stated Maturity; provided, however,
that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, or Stated
Maturity, as the case may be, to the date of such payment.


Article
Two

SecuritY Forms


Section
201 Forms Generally. The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution, other appropriate
Bank authorization or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities
exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced
by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution
or other appropriate Bank authorization, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Bank and delivered to the Trustees at or prior to the delivery of the Bank Order contemplated by
Section 303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action
taken pursuant to a Board Resolution or other appropriate Bank authorization are not to be issued at one time, it shall not be
necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record
of such action shall be delivered at or before the time of issuance of the first Security of such series.


The definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing
such Securities, as evidenced by their execution of such Securities.


Section
202 Form of Face of Security.


[Insert any legend required by Section
204]


[Insert any legend required by the Internal
Revenue Code and the Income Tax Act (Canada) and the regulations thereunder.]


THE BANK OF NOVA
SCOTIA

[Insert title of Securities]


This security will
not constitute a deposit that is insured

under the Canada Deposit Insurance Corporation Act or by the

United States Federal Deposit Insurance Corporation.




    18 


     


    

 


	No.: ________	CUSIP No.: ________
	
         

        Issue Date: ________
	$________
	
        Stated Maturity: ________

         
	 


The Bank of Nova Scotia, a Schedule
I bank under the Bank Act (Canada) (herein called the “Bank”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to
                       ,
or registered assigns, the principal sum of               Dollars on [if the Security is to bear interest prior to Maturity,
insert, and to pay interest thereon from             or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, [semi-annually] on            and             each year,              commencing                   , at the rate of              % per annum, until the principal hereof is
paid or made available for payment, [if applicable, insert — ; provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at the rate of          % per annum (to the extent that the
payment of such interest shall legally enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be                  the or                   (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustees, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.]


[If the Security is not to bear interest
prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of                  % per annum (to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium
shall be payable on demand.]


Payment of the principal of (and premium,
if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the
Bank maintained for that purpose, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts [if applicable, insert —; provided, however, that at the option of the Bank
payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register].


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


Unless the certificate of authentication
hereon has been executed by a Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.




    19 


     


    

IN WITNESS WHEREOF, the Bank has caused
this instrument to be duly executed.


Dated:


 





	 	The Bank of Nova Scotia 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:  
	 	 	Title:  







 


 


Section
203 Form of Reverse of Security. This Security is one of a duly authorized issue of
securities of the Bank (herein called the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of                     , 2015 (herein called the Indenture,” which term shall have the meaning assigned to it in such instrument), among
the Bank, Computershare Trust Company, N.A. (the “U.S. Trustee”) and Computershare Trust Company of Canada (the “Canadian
Trustee” and, together with the U.S. Trustee, the “Trustee” or “Trustees”, which terms include any
successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Bank, the Trustees and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated
on the face hereof [if applicable, insert —, [initially] limited in aggregate principal amount to $                 , provided
that, the Bank may, without the consent of any Holder, at any time and from time to time, increase the initial principal amount.]


[If applicable, insert —
The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ prior notice, [if
applicable, insert — (1) on                   in any year commencing with the year                    and ending with the year            through                operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert
— on or after,                  ], as a whole or in part, at the election of the Bank (and, if required by applicable law, with the prior
written consent of the Superintendent of Financial Institutions (Canada)), at the following Redemption Prices (expressed as percentages
of the principal amount): If redeemed [if applicable, insert — on or before          ,         %, and if redeemed] during the 12-month
period beginning                  of the years indicated,


	
        Year
	 	
        Redemption
        Price For 

Redemption Through 

Operation of the Sinking 

Fund
	 	
        Redemption
        Price For 

Redemption Otherwise 

Than Through Operation 

of the Sinking Fund



 


and thereafter at a Redemption Price
equal to           % of the principal amount, together in the case of any
such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [(if applicable,
insert — the Securities of this series are also redeemable as set forth hereinafter.)]




    20 


     


    

[If applicable, insert
— The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice,
(1) on                in any year commencing with
the year and ending with the year                       through operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [if applicable, insert — on or after             ], as a whole or in part, at the election of the
Bank (and, if required by applicable law, with the prior written consent of the Superintendent of Financial Institutions
(Canada)), at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning              of
the years indicated,


	
        Year
	 	
        Redemption
        Price For 

Redemption Through 

Operation of the Sinking 

Fund
	 	
        Redemption
        Price For 

Redemption Otherwise 

Than Through Operation 

of the Sinking Fund



 


and thereafter at a Redemption Price equal
to            % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise)
with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business
on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


[If applicable, insert —
The sinking fund for this series provides for the redemption on        in each year beginning with the year                     and ending with the year                   of
[ if applicable insert — not less than $              (“mandatory sinking fund”) and not more than] $                 aggregate principal
amount of Securities of this series. Securities of this series acquired or redeemed by the Bank otherwise than through [if applicable,
insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory]
sinking fund payments otherwise required to be made [if applicable, insert —, in the inverse order in which they become
due].]


[If the Security is subject to redemption
of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


[If applicable, insert reference
to any other right of the Bank to redeem a Security of this series.]


[If applicable, insert —
The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth
in the Indenture.]


[If applicable, insert provisions
with respect to the option of Holders to require purchase or repayment of Securities of this series by the


Bank at the option of the Holder and
the issuance of Securities in lieu of Securities purchased or repaid by the Bank at the option of the Holder.]


[If applicable, insert provisions
requiring an adjustment to the interest rate in certain circumstances.]




    21 


     


    

The indebtedness evidenced by this Security
is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustees on his or her
behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints each
Trustee as his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives
all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness
whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said
provisions.


[If the Security is not an Original
Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture.]


[If the Security is an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Bank’s obligations in respect of the payment
of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Bank and the rights of the
Holders of the Securities of each series to be affected under the Indenture at any time by the Bank and the Trustees with the consent
of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected, or in
certain cases the unanimous consent of each of such Holders. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Bank with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given
the Trustees written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not
less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the
Trustees to institute proceedings in respect of such Event of Default as Trustees and offered the Trustees reasonable indemnity,
and the Trustees shall not have received from the Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 90 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.




    22 


     


    

No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the obligation of the Bank, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.


For disclosure purposes under the Interest
Act (Canada), whenever in the Securities of this series or the Indenture interest at a specified rate is to be calculated on
the basis of a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied
by the actual number of days in the relevant calendar year and divided by the number of days in such period.


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Bank in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Bank and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


No service charge shall be made for any
such registration of transfer or exchange, but the Bank and the Trustees may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.


Prior to due presentment of this Security
for registration of transfer, the Bank, the Trustees and any agent of the Bank or the Trustees may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Bank,
the Trustees nor any such agent shall be affected by notice to the contrary.


All terms used in this Security that
are defined in the Indenture shall have the meanings assigned to them in the Indenture.


Section
204 Form of Legend for Global Securities. Unless otherwise specified as contemplated
by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend
in substantially the following form:


“THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.”


Section
205 Form of Trustee’s Certificate of Authentication. Subject to Section 614,
each of the Trustee’s certificates of authentication shall be in substantially the following form:




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This is one of the Securities of the
series designated therein referred to in the within-mentioned Indenture.


Dated:


 





	 	COMPUTERSHARE TRUST COMPANY, N.A.,
	 	    as U.S. Trustee 
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	OR	 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY OF CANADA
	 	    as Canadian Trustee 
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title: 







 


Article
Three

THE SECURITIES


Section
301 Amount Unlimited; Issuable in Series.


		(a)	The aggregate principal amount of Securities that may be authenticated and delivered under this
Indenture is unlimited.



		(b)	The Securities are unsecured subordinated indebtedness of the Bank.



		(c)	The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution or other appropriate Bank authorization and, subject to Section 303, set forth, or determined in the manner
provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,



		(1)	the title of the Securities of the series (which shall distinguish the Securities of the series
from Securities of any other series);



		(2)	any limit upon the aggregate principal amount of the Securities of the series which may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1303 and except for any Securities
which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);





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		(3)	the Person to whom any interest on a Security of the series shall be payable, if other than the
Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest; 



		(4)	the date or dates on which the principal of any Securities of the series is payable;



		(5)	the rate or rates at which any Securities of the series shall bear interest, if any, the date
or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and
the Regular Record Date for any such interest payable on any Interest Payment Date;



		(6)	the place or places where the principal of and any premium and interest on any Securities of
the series shall be payable, the place or places where the Securities of such series may be presented for registration of transfer
or exchange, any restrictions that may be applicable to any such transfer or exchange in addition to or in lieu of those set forth
herein, and the place or places where notices and demands to or upon the Bank in respect of the Securities of such series may be
made;



		(7)	the period or periods within which, the price or prices at which and the terms and conditions
upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Bank and the manner in which
any election by the Bank to redeem the Securities shall be evidenced;



		(8)	the obligation, if any, of the Bank to redeem or purchase any Securities of the series pursuant
to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;



		(9)	if other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the
denominations in which any Securities of the series shall be issuable;



		(10)	if the amount of principal of or any premium or interest on any Securities of the series may
be determined with reference to an index, a financial or economic measure or pursuant to a formula, the manner in which such amounts
shall be determined;



		(11)	if other than the currency of the United States of America, the currency, currencies or currency
units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining
the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition
of “Outstanding” in Section 101;



		(12)	if the principal of or any premium or interest on any Securities of the series is to be payable,
at the election of the Bank or the Holder thereof, in one or more currencies or currency units other than that or those in which
such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or
interest on such Securities as to which such





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election is made shall be payable, the periods within
which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such
amount shall be determined);


		(13)	if other than the entire principal amount thereof, the portion of the principal amount of any
Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;



		(14)	if the principal amount payable at the Stated Maturity of any Securities of the series will not
be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal
amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which
shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any
date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall
be determined);



		(15)	the manner in which any election by the Bank to defease any Securities of the series pursuant
to Section 1402 or Section 1403 shall be evidenced; whether any Securities of the series other than Securities denominated in U.S.
dollars and bearing interest at a fixed rate are to be subject to Section 1402 or Section 1403; or, in the case of Securities denominated
in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities of the series, in whole or any specified
part, shall not be defeasible pursuant to Section 1402 or Section 1403 or both such Sections;



		(16)	if applicable, that any Securities of the series shall be issuable in whole or in part in the
form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any
legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and
any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any
such Global Security may be exchanged in whole or in part for registered Securities, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee
thereof and any other provisions governing exchanges or transfers of any such Global Security;



		(17)	any addition to or change in the Events of Default which applies to any Securities of the series
and any change in the right of the Trustees or the requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 502; 



		(18)	any addition to, deletion from or change in the covenants set forth in Article Ten which applies
to Securities of the series;



		(19)	if applicable, any conversion, exercise or exchange provisions, including the terms on which
and the period during which such conversion, exercise or exchange may occur;



		(20)	CUSIP or other identifying numbers of the Securities; and





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		(21)	any other terms of the series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 901(5)).



All Securities of any one series shall
be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution
or other appropriate Bank authorization referred to above and (subject to Section 303) set forth, or determined in the manner provided,
in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series
need not be issued at one time and, unless otherwise provided in or pursuant to the Board Resolution or other appropriate Bank
authorization referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officer’s
Certificate referred to above or in any such indenture supplemental hereto with respect to a series of Securities, additional Securities
of a series may be issued, at the option of the Bank, without the consent of any Holder, at any time and from time to time.


If any of the terms of the series are
established by action taken pursuant to a Board Resolution or other appropriate Bank authorization, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of the Bank and delivered to the Trustees at or prior
to the delivery of the Officer’s Certificate setting forth the terms of the series.


Section
302 Denominations. The Securities of each series shall be issuable only in registered
form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any
such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations
of $2,000 and integral multiples of $1,000 in excess thereof.


Section
303 Execution, Authentication, Delivery and Dating. The Securities shall be executed
on behalf of the Bank by any one of the Bank’s President and Chief Executive Officer, Vice-Chairman, Group Head, Executive
Vice-President and Chief Financial Officer, Executive Vice-President and Group Treasurer or the Managing Director and Head, Funding
and Liquidity Management (or any Person designated by one of them in writing as authorized to execute and deliver Securities or
any Person designated by the Board of Directors as authorized to execute and deliver Securities), and delivered to the Trustee.
The signature of any of these officers on the Securities may be manual or facsimile.


Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Bank shall bind the Bank, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such
offices at the date of such Securities.


At any time and from time to time after
the execution and delivery of this Indenture, the Bank may deliver Securities of any series executed by the Bank to the Trustees
for authentication, together with a Bank Order for the authentication and delivery of such Securities, and either Trustee, or both,
in accordance with the Bank Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the
series have been established by or pursuant to one or more Board Resolutions or other appropriate Bank authorization as permitted
by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating,


		(1)	if the form of such Securities has been established by or pursuant to Board Resolution or other
appropriate Bank authorization as permitted by Section 201, that such form has been established in conformity with the provisions
of this Indenture;





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		(2)	if the terms of such Securities have been established by or pursuant to Board Resolution or other
appropriate Bank authorization as permitted by Section 301, that such terms have been established in conformity with the provisions
of this Indenture; and



		(3)	that such Securities, when authenticated and delivered by either Trustee, or both, and issued
by the Bank in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally
binding obligations of the Bank enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.



If such form or terms have been so established,
the Trustees shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustees’ own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which
is not reasonably acceptable to the Trustees.


Notwithstanding the provisions of Section
301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, including in the
event that the size of a series of Outstanding Securities is increased as contemplated by Section 301, it shall not be necessary
to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Bank Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.


Each Security shall be dated the date
of its authentication.


No Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the U.S. Trustee or by the Canadian Trustee, or both, by manual signature,
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Bank, and the Bank shall deliver such Security
to the Trustees for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


Section
304 Temporary Securities. Pending the preparation of definitive Securities of any series,
the Bank may execute, and upon Bank Order the Trustees, or either of them, shall authenticate and deliver, temporary Securities
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the officers of the Bank executing such Securities may determine, as evidenced by their execution of such
Securities. 


If temporary Securities of any series
are issued, the Bank will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Bank in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Bank shall execute and either Trustee, or both, shall




    28 


     


    

authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until
so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of such series and tenor.


Section
305 Registration, Registration of Transfer and Exchange. The Bank shall cause to be
kept at the Corporate Trust Office of the Trustees a register (the register maintained in such office and in any other office or
agency of the Bank in a Place of Payment being herein sometimes collectively referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the Bank shall provide for the registration of Securities
and of transfers of Securities. The Trustees are hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


Upon surrender for registration of transfer
of any Security of a series at the office or agency of the Bank in a Place of Payment for that series, the Bank shall execute,
and either Trustee, or both, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.


At the option of the Holder, Securities
of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Bank shall execute, and either Trustee, or both, shall authenticate and deliver, the Securities that the Holder
making the exchange is entitled to receive.


All Securities issued upon any registration
of transfer or exchange of Securities shall be the valid obligations of the Bank, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


Every Security presented or surrendered
for registration of transfer or for exchange shall (if so required by the Bank or the Trustee) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Bank and the Security Registrar duly executed, by the Holder thereof
or his attorney duly authorized in writing.


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Bank and the Trustees may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 304, 906, 1107 or 1303 not involving any transfer.


If the Securities of any series (or of
any series and specified tenor) are to be redeemed in part, the Bank shall not be required (A) to issue, register the transfer
of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for
redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed
in part.


The provisions of Clauses (1), (2), (3)
and (4) below shall apply only to Global Securities:


		(1)	Each Global Security authenticated under this Indenture shall be registered in the name of the
Depositary designated for such Global Security or a nominee thereof and delivered to





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such Depositary or a nominee thereof or custodian therefor,
and each such Global Security shall constitute a single Security for all purposes of this Indenture.


		(2)	Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the
name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified
the Bank that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Security
and the Bank does not appoint another institution to act as Depositary within 60 days, (B) there shall have occurred and be continuing
an Event of Default with respect to such Global Security, (C) the Bank so directs the Trustees by a Bank Order or (D) there shall
exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated
by Section 301.



		(3)	Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made
in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.



		(4)	Every Security authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906, 1107 or 1303
or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a nominee thereof.



Any holder of a beneficial interest in
a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global
Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent)
and that ownership of a beneficial interest in such Global Security shall be required to be reflected in book entry form.


None of the Trustees or the Security
Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any
transfers between or among Depositary participants, members or beneficial owners in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof.


None of the Trustees, the Security Registrar
or any Paying Agent shall have any responsibility or obligation to any beneficial owner in a Global Security, a member of, or participant
in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in a Global Security or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depositary or its nominee) of any notice (including any notice of redemption)
or the payment of any amount, under or with respect to such Global Security. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the
order of the registered holders (which shall be the Depositary or its nominee in the case of any Global Security). The rights of
beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures
of the Depositary. The Trustees, the




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Security Registrar and the Paying Agent shall be entitled
to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants
and any beneficial owners. The Trustees, the Security Registrar and the Paying Agent shall be entitled to deal with the Depositary,
and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such
Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving
of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole
holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustees, the Security
Registrar or the Paying Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect
to such Global Security for the records of any such Depositary, including records in respect of beneficial ownership interests
in respect of any such Global Security, for any transactions between the Depositary and any member or participant or between or
among the Depositary, any such member or participant and/or any holder or owner of a beneficial interest in such Global Security,
or for any transfers of beneficial interests in any such Global Security.


Section
306 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is
surrendered to either Trustee, the Bank shall execute and either Trustee, or both, shall authenticate and deliver in exchange therefor
a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


If there shall be delivered to the Bank
and to either Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security
or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Bank or the Trustees that such Security has been acquired by a protected purchaser in good faith, the Bank shall
execute and either Trustee, or both, shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a
new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


In case any such mutilated, destroyed,
lost or stolen Security has become or is about to become due and payable, the Bank in its discretion may, instead of issuing a
new Security, pay such Security.


Upon the issuance of any new Security under
this Section, the Bank may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of the Trustees) connected therewith.


Every new Security of any series issued
pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual
obligation of the Bank, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder.


The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


Section
307 Payment of Interest; Interest Rights Preserved. Except as otherwise provided as
contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.




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Any interest on any Security of any series
which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Bank, at its election in each case, as provided in Clause (1) or
(2) below:


		(1)	The Bank may elect to make payment of any Defaulted Interest to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Bank shall notify the Trustees
in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed
payment, and at the same time the Bank shall deposit with either Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustees for such deposit prior
to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustees shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustees of the notice of the proposed payment. The Trustees shall promptly notify the Bank
of such Special Record Date and, in the name and at the expense of the Bank, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set
forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been provided, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following Clause (2).



		(2)	The Bank may make payment of any Defaulted Interest on the Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon
such notice as may be required by such exchange, if, after notice given by the Bank to the Trustees of the proposed payment pursuant
to this Clause, such manner of payment shall be deemed practicable by the Trustee. 



Subject to the foregoing provisions of
this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


Section
308 Persons Deemed Owners. Prior to due presentment of a Security for registration
of transfer, the Bank, the Trustees and any agent of the Bank or the Trustees may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Bank, the Trustees nor any agent of the Bank or the Trustees shall be affected by notice to the contrary.


Section
309 Cancellation. All Securities surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than a Trustee,
be delivered to a Trustee and shall be promptly cancelled by it. The Bank may at any




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time deliver to either Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Bank may have acquired in any manner whatsoever, and may deliver to
either Trustee (or to any other Person for delivery to such Trustee) for cancellation any Securities previously authenticated hereunder
which the Bank has not issued and sold, and all Securities so delivered shall be promptly cancelled by such Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustees shall be disposed of in accordance with its customary
procedures.


Section
310 Computation of Interest. Except as otherwise specified as contemplated by Section
301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months. For disclosure purposes under the Interest Act (Canada), whenever in this Indenture or in any Securities
issued hereunder interest at a specified rate is to be calculated on the basis of a period less than a calendar year, the yearly
rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the relevant calendar
year and divided by the number of days in such period.


Section
311 CUSIP Numbers. The Bank in issuing any series of the Securities may use CUSIP numbers,
if then generally in use, and thereafter with respect to such series, the Trustees may use such numbers in any notice of redemption
with respect to such series, provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities of that series or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities of that series, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Bank will promptly notify the Trustees, in writing, of any changes
in the CUSIP numbers. 


Section
312 Original Issue Discount. If any of the Securities is an Original Issue Discount
Security, the Bank shall file with the Trustees promptly at the end of each calendar year (i) a written notice specifying the amount
of original issue discount (including daily rates and accrual periods) accrued on such Outstanding Original Issue Discount Securities
as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.


Article
Four

SATISFACTION AND DISCHARGE


Section
401 Satisfaction and Discharge of Indenture. This Indenture shall upon Bank Request
cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustees, at the expense of the Bank, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture, when


		(1)	either:



		(A)	all Securities theretofore authenticated and delivered (other than (i) Securities which have
been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and held in trust by the Bank and thereafter repaid to
the Bank or discharged from such trust, as provided in Section 1003) have been delivered to a Trustee for cancellation; or





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		(B)	all such Securities not theretofore delivered to either Trustee for cancellation



		(i)	have become due and payable, or



		(ii)	will become due and payable at their Stated Maturity within one year, or



		(iii)	are to be called for redemption within one year under arrangements satisfactory to the Trustees
for the giving of notice of redemption by the Trustees in the name, and at the expense, of the Bank,



and the Bank, in the case of subclause
(B)(i), (ii) or (iii) above, has deposited or caused to be deposited with either Trustee as trust funds in trust for such purpose,
money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to such
Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


		(2)	the Bank has paid or caused to be paid all other sums payable hereunder by the Bank; and



		(3)	the Bank has delivered to the Trustees an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have
been complied with.



Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Bank to the Trustees under Section 607, and, if money shall have been deposited
with the Trustees pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustees under Section 402 and
the last paragraph of Section 1003, shall survive.


Section
402 Application of Trust Money. Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustees pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Bank acting as its own Paying Agent) as the Trustees may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the Trustees.


Article
Five

REMEDIES


Section
501 Events of Default. “Event of Default,”
wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body): if
the Bank shall become insolvent or bankrupt or subject to the provisions of the Winding-up and Restructuring Act (Canada),
or any statute hereafter enacted in substitution therefor, as such Act, or substituted Act, may be amended from time to time,
or if the Bank goes into liquidation, either voluntarily or under an order of a court of competent jurisdiction, passes a resolution
for the winding-up, liquidation or dissolution of the Bank, is ordered wound-up or otherwise acknowledges its insolvency (provided
that a resolution or order for winding-up the Bank with a view to its consolidation, amalgamation or merger with another Person
or the conveyance, transfer, sale or lease of its properties and assets as an entirety to such other Person, as provided in Article
Eight, shall not constitute an Event of Default under this Section 501 if such successor Person shall, as a part of such consolidation,
amalgamation, merger, conveyance, transfer, sale or lease, and, within ninety (90) days from the passing of the resolution or
the date of the order for the winding-up or liquidation of the Bank or within such further period of time as may be allowed by
the Trustee, comply with the conditions for such purpose provided in Article Eight).




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Section
502 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with
respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case either Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount
of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms thereof) and accrued and unpaid interest on all the
Securities of that series to be due and payable immediately, by a notice in writing to the Bank (and to the Trustees if given by
Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.


At any time after such a declaration
of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money
due has been obtained by either Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount
of the Outstanding Securities of that series, by written notice to the Bank and the Trustees, may rescind and annul such declaration
and its consequences if:


		(1)	the Bank has paid or deposited with either Trustee a sum sufficient to pay:



		(A)	all overdue interest on all Securities of that series,



		(B)	the principal of (and premium, if any, on) any Securities of that series that have become due
otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,



		(C)	to the extent that payment of such interest is lawful, interest upon overdue interest at the
rate or rates prescribed therefor in such Securities, and



		(D)	all sums paid or advanced by the Trustees hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustees, their agents and counsel; and



		(2)	all Events of Default with respect to Securities of that series, other than the non-payment of
the principal of Securities of that series that have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513.



No such rescission shall affect any subsequent
default or impair any right consequent thereon.


Section
503 Suits for Enforcement by Trustees. If an Event of Default with respect to Securities
of any series occurs and is continuing, either Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series by such




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appropriate judicial proceedings as such Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


Section
504 Trustees May File Proofs of Claim. In case of any judicial proceeding relative
to the Bank (or any other obligor upon the Securities), its property or its creditors, the Trustees shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Legislation in
order to have claims of the Holders and the Trustees allowed in any such proceeding. In particular, the Trustees shall be authorized
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustees and, in the event that the Trustees shall consent to the making
of such payments directly to the Holders, to pay to the Trustees any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustees, their agents and counsel, and any other amounts due to such Trustee under Section 607. 


No provision of this Indenture shall be
deemed to authorize the Trustees to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustees
to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustees may, on
behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.


Section
505 Trustees May Enforce Claims Without Possession of Securities. All rights of action
and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustees without the possession of any
of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by a Trustee
shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment
of the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has been recovered. 


Section
506 Application of Money Collected. Any money collected by a Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by the Trustees and, in case of the distribution of
such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid: 


FIRST: To the payment of all amounts due
the Trustees under Section 607; and


SECOND: To the payment of the amounts then
due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on
such Securities for principal and any premium and interest, respectively.


Section
507 Limitation on Suits. No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless: 


		(1)	such Holder has previously given written notice to the Trustees of a continuing Event of Default
with respect to the Securities of that series; 





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		(2)	the Holders of not less than 25% in principal amount of the Outstanding Securities of that series
shall have made written request to the Trustees to institute proceedings in respect of such Event of Default in their own names
as Trustees hereunder; 



		(3)	such Holder or Holders have offered to the Trustees reasonable indemnity acceptable to the Trustees
against the costs, expenses and liabilities to be incurred in compliance with such request; 



		(4)	the Trustees for 90 days after their receipt of such notice, request and offer of indemnity have
failed to institute any such proceeding; and 



		(5)	no direction inconsistent with such written request has been given to the Trustees during such
90-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 



it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.


Section
508 Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or date for repayment,
as the case may be) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


Section
509 Restoration of Rights and Remedies. If either Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to such Trustee or to such Holder, then and in every such case, subject to any determination
in such proceeding, the Bank, the Trustees and the Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustees and the Holders shall continue as though no such proceeding had
been instituted. 


Section
510 Rights and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustees or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


Section
511 Delay or Omission Not Waiver. No delay or omission of the Trustees or of any Holder
of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute
a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the
Trustees or to the Holders may be exercised




    37 


     


    

from time to time, and as often as may be deemed expedient,
by the Trustees or by the Holders, as the case may be.


Section
512 Control by Holders. The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustees, or exercising any trust or power conferred on the Trustees, with respect to the Securities of such series,
provided that: 


		(1)	such direction shall not be in conflict with any rule of law or with this Indenture, 



		(2)	the Trustees may take any other action deemed proper by the Trustees which is not inconsistent
with such direction, and 



		(3)	the Holders have provided the Trustees with reasonable indemnification acceptable to the Trustees
against liability and expenses arising from such action. 



Section
513 Waiver of Past Defaults. The Holders of not less than a majority in principal amount
of the Outstanding Securities of any series may, on behalf of the Holders of all the Securities of such series, waive any past
default hereunder with respect to such series and its consequences, except a default: 


		(1)	in the payment of the principal of or any premium or interest on any Security of such series,
or 



		(2)	in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series affected. 



Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other default or impair any right consequent thereon.


Section
514 Undertaking for Costs. In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustees for any action taken, suffered or omitted by them as Trustees, a court may
require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess reasonable costs against
any such party litigant, in the manner and to the extent provided in the Trust Indenture Legislation; provided that neither
this Section nor the Trust Indenture Legislation shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Bank. 


Section
515 Waiver of Usury, Stay or Extension Laws. The Bank covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Bank (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustees, but will suffer and permit the execution of every such power as though no such law had been enacted. 


Section
516 Bank Act Limitation on Payment. If any provisions (herein referred to as “Early
Payment Restrictions”) contained, from time to time, in the Bank Act (Canada) or in any rules,




    38 


     


    

regulations, orders or guidelines passed pursuant thereto
or in connection therewith or guidelines issued by the Superintendent of Financial Institutions (Canada) appointed pursuant to
the Office of the Superintendent of Financial Institutions Act (Canada) in relation thereto shall limit the right of the
Bank to pay the Securities on or before a date prescribed by Early Payment Restrictions, Sections 501, 502, 503, 507 and 508 shall
be subject to such Early Payment Restrictions; provided that so long as any Early Payment Restriction shall be applicable
to any Securities, the Trustees shall take such action as shall not be precluded by the Early Payment Restrictions and as it shall
deem appropriate, or as it shall be directed to take by the Holders pursuant to Section 512, to preserve and protect the interests
of Holders of Securities then outstanding to which the Early Payment Restrictions are applicable and to obtain or collect all amounts
to which they may be entitled and to distribute the same to them at the earliest time permitted by the Early Payment Restrictions,
such action to include, without limitation, the filing and proving of claims with respect to the Securities then outstanding to
which the Early Payment Restrictions are applicable in any insolvency or winding up proceedings relating to the Bank and the enforcement
of such claims on behalf of the Holders of such Securities.


Article
Six

THE TRUSTEES


Section
601 Certain Duties and Responsibilities. The duties and responsibilities of the Trustees
shall be as provided by the Trust Indenture Legislation. The obligation of the Trustees to commence or continue any act, action
or proceeding for the purpose of enforcing any rights of the Trustees or the Holders of Securities hereunder shall be conditional
upon the Holders of Securities furnishing, when required by notice in writing from the Trustees, sufficient funds to commence or
continue such act, action or proceeding and indemnity reasonably satisfactory to the Trustees to protect and hold harmless the
Trustees against the costs, charges and expenses and liabilities that may be incurred thereby and any loss and damage they may
suffer by reason thereof. None of the provisions contained in this Indenture shall require the Trustees to expend or risk their
own funds or otherwise incur financial liability in the performance of any of their duties or in the exercise of any of their rights
or powers unless indemnified as aforesaid. 


Section
602 Notice of Defaults. If a Responsible Officer of the Trustees has received written
notice of the occurrence of a default hereunder with respect to Securities of any series, the Trustees shall give the Holders of
Securities of such series notice of such default as and to the extent provided by the Trust Indenture Legislation. For the purpose
of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to the Securities of such series. 


Section
603 Certain Rights of Trustees. Subject to the provisions of Section 601: 


(1)              
the Trustees may conclusively rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented
by the proper party or parties;


(2)              
any request or direction of the Bank mentioned herein shall be sufficiently evidenced by a
Bank Request or Bank Order and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


(3)              
whenever in the administration of this Indenture the Trustees shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, each Trustee




    39 


     


    

(unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate;


(4)              
the Trustees may consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon; 


(5)              
the Trustees shall be under no obligation to exercise any of the rights or powers vested in
them by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustees security or indemnity reasonably satisfactory to them against the costs, expenses and liabilities
which might be incurred by them in compliance with such request or direction; 


(6)              
the Trustees shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustees, in their discretion, may make such further inquiry
or investigation into such facts or matters as they may see fit, and, if the Trustees shall determine to make such further inquiry
or investigation, they shall be entitled to examine the books, records and premises of the Bank, personally or by agent or attorney
during the Bank’s normal business hours; provided, however, that the Trustees shall cause their agents and attorneys to agree
in writing to hold in confidence all such information except to the extent disclosure may be required by law and except to the
extent that the Trustees, in their sole judgment, may determine that such disclosure is consistent with their obligations hereunder;



(7)              
the Trustees may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Trustees shall not be responsible for any misconduct or negligence
on the part of any agent or attorney appointed with due care by them hereunder, and the Trustees may also employ advisors and experts
to assist in the performance of the Trustees’ powers and duties under this Indenture; 


(8)              
the rights, privileges, protections, immunities and benefits given to the Trustees, including,
without limitation, their right to be indemnified, are extended to, and shall be enforceable by, the Trustees in each of their
capacities hereunder; 


(9)              
the Trustees shall not be deemed to have notice of any Event of Default unless written notice
of any event which is in fact such a default is delivered to a Responsible Officer of the Trustees in accordance with an appropriate
manner of delivery as set forth elsewhere in this Indenture, and such notice references the Securities or this Indenture;


(10)          
the permissive rights of the Trustees to take the actions permitted by this Indenture will
not be construed as an obligation or duty to do so;


(11)          
anything in this Indenture to the contrary notwithstanding, in no event shall the Trustees
be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to,
loss of profit), even if the Trustees have been advised of the likelihood of such loss or damage and regardless of the form of
action; 


(12)          
in no event shall the Trustees be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of, or caused by, directly or indirectly, forces beyond its control, including, without
limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being
understood that the Trustees shall use reasonable efforts that




    40 


     


    

are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances; and


(13)          
the Trustees may request that the Bank deliver a certificate setting forth the names of the
individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate
may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.


Section
604 Not Responsible for Recitals or Issuance of Securities. The recitals contained
herein and in the Securities, except for a Trustee’s certificate of authentication, shall be taken as the statements of the
Bank, and the Trustees assume no responsibility for their correctness. The Trustees make no representations as to the validity
or sufficiency of this Indenture or of the Securities. The Trustees shall not be accountable for the use or application by the
Bank of Securities or the proceeds thereof. 


Section
605 May Hold Securities. The Trustees, any Paying Agent, any Security Registrar or
any other agent of the Bank, in their individual or any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 608 and 613, may otherwise deal with the Bank with the same rights they would have if they were not Trustee, Paying
Agent, Security Registrar or such other agent. 


Section
606 Money Held in Trust. Money held by the Trustees in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustees shall be under no liability for interest on any
money received by them hereunder except as otherwise agreed with the Bank. 


Section
607 Compensation and Reimbursement. The Bank agrees: 


(a)               
to pay to the Trustees from time to time such compensation as shall be agreed to in writing
between the Bank and the Trustees for all services rendered by them hereunder (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust); 


(b)              
except as otherwise expressly provided herein, to reimburse the Trustees upon their request
for all reasonable expenses, disbursements and advances incurred or made by the Trustees (in addition to the compensation for their
services) in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses
and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to its
gross negligence or bad faith; 


(c)               
to indemnify and save harmless the Trustees and their officers, directors, employees and agents
from and against any and all liabilities, losses, costs, claims, actions or demands whatsoever which may be brought against the
Trustees or which they may suffer or incur as a result or arising out of the performance of their duties and obligations under
this Indenture, save only in the event of gross negligence or willful misconduct of the Trustees. It is understood and agreed that
this indemnification shall survive the termination or the discharge of this Indenture or the resignation of the Trustees. 


(d)              
when the Trustees incur any expenses or render any services in connection with an Event of
Default specified in Section 501(3), such expenses (including the reasonable charges and expenses of their counsel) and the
compensation for such services are intended to constitute expenses of administration under the Winding-Up and Restructuring
Act (Canada) or any similar Canadian or United States federal or state law for the relief of debtors; 




    41 


     


    

(e)               
in connection with the payment obligations of the Bank in this Section 607, the parties
hereto hereby recognize that the Trustees shall have a claim prior to the Securities on all money or property held by the Trustees
in connection with this Indenture, except sums that are held in trust to pay principal and interest on particular Securities; and



(f)               
the provisions of this Section shall survive the termination of this Indenture and the resignation
or removal of the Trustees. 


Section
608 Conflicting Interests. If a Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Legislation, such Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Legislation and this Indenture. To the extent
permitted by such Trust Indenture Legislation, a Trustee shall not be deemed to have a conflicting interest by virtue of being
a trustee under this Indenture with respect to the Securities of more than one series or senior debt indenture, dated January 22,
2010, between the Bank and the Trustees as amended or supplemented. 


Section
609 Corporate Trustee Required; Eligibility. There shall at all times be a U.S. Trustee
hereunder with respect to the Securities of each series, which may be the Trustee hereunder for Securities of one or more other
series. Each U.S. Trustee shall be a Person that is eligible pursuant to the Trust Indenture Legislation to act as such and
has a combined capital and surplus of at least $15,000,000. If any such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Legislation, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the U.S. Trustee
with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article. 


For so long as required by the Trust
Indenture Legislation, there shall be a Canadian Trustee under this Indenture. The Canadian Trustee shall at all times be a corporation
organized under the laws of Canada or any province thereof and authorized under such laws and the laws of the Province of Ontario
to carry on trust business therein. If at any time the Canadian Trustee shall cease to be eligible in accordance with this Section,
it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


Section
610 Resignation and Removal; Appointment of Successor. No resignation or removal of
either Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 611.


Either Trustee may resign at any time
with respect to the Securities of one or more series by giving written notice thereof to the Bank. If the instrument of acceptance
by a successor Trustee required by Section 611 shall not have been delivered to such Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


Either Trustee may be removed at any
time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series, delivered to such Trustee and to the Bank. If the instrument of acceptance by a successor Trustee required by Section
611 shall not have been delivered to such Trustee within 30 days after the giving of such notice of




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removal, the Trustee being removed may, at the expense of
the Bank, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.


If at any time:


		(1)	either Trustee shall fail to comply with Section 608 after written request therefor by the Bank
or by any Holder who has been a bona fide Holder of a Security for at least six months, or



		(2)	either Trustee shall cease to be eligible under Section 609 and shall fail to resign after written
request therefor by the Bank or by any such Holder, or



		(3)	either Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of such Trustee or of its property shall be appointed or any public officer shall take charge or control of such
Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 



then, in any such case, (A) the Bank by
a Board Resolution or other appropriate Bank authorization may remove such Trustee with respect to all Securities, or (B) subject
to Section 514, any Holder may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of such Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


If either Trustee shall resign, be removed
or become incapable of acting, or if a vacancy shall occur in the office of the U.S. Trustee or the Canadian Trustee for any cause,
with respect to the Securities of one or more series, the Bank shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to
the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities
of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the Bank and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment
in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the Bank. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Bank or the Holders and accepted appointment in the manner required by Section
611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


The Bank shall give notice of each resignation
and each removal of a Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


If a Canadian Trustee under this Indenture
is no longer required by the Trust Indenture Legislation, then the Bank by a Board Resolution, may remove the Canadian Trustee
after giving 30 days’ notice.






    43 


     


    
Section
611 Acceptance of Appointment by Successor. In case of the appointment hereunder of
a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Bank and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of
the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Bank or the successor
Trustee, such retiring Trustee shall, upon payment of its charges and any fees owing, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder. 


In case of the appointment hereunder of
a successor Trustee with respect to the Securities of one or more (but not all) series, the Bank, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and that (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery
of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Bank or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates.


Upon request of any such successor Trustee,
the Bank shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.


Section
612 Merger, Conversion, Consolidation or Succession to Business. Any corporation into
which either Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which either Trustee shall be a party, or any corporation succeeding to all or substantially (the
determination of substantially all shall be made by the Trustee in its sole and absolute discretion) of all the corporate trust
business of either Trustee, shall be the successor of such Trustee hereunder, provided such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated, but not delivered, by a Trustee then in office, any successor by
merger, conversion, consolidation or sale to such




    44 


     


    

authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


Section
613 Preferential Collection of Claims Against Bank. If and when a Trustee shall be
or become a creditor of the Bank (or any other obligor upon the Securities), such Trustee shall be subject to the provisions of
the Trust Indenture Legislation regarding the collection of claims against the Bank (or any such other obligor).


Section
614 Appointment of Authenticating Agent. The Trustees may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustees to
authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustees hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustees or either Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of the Trustees by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustees by an Authenticating Agent. Each Authenticating Agent shall be acceptable
to the Bank and shall at all times be a corporation organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital
and surplus of not less than $15,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all
of the corporate agency or corporate trust business of an Authenticating Agent (including the authenticating agency contemplated
by this Indenture), shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the part of the Trustees or the Authenticating Agent.


An Authenticating Agent may resign at
any time by giving written notice thereof to the Trustees and to the Bank. The Trustees may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Bank. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustees may appoint a successor Authenticating Agent that shall be acceptable to the
Bank and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


The Bank agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section.




    45 


     


    

If an appointment with respect to one
or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to either
or both Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:


This is one of the Securities of the
series designated therein referred to in the within-mentioned Indenture.


Dated:


 


	 	
        COMPUTERSHARE TRUST COMPANY, N.A.,

        as U.S. Trustee

         

	 	 
	 	 	 
	 	By:	 	
 
	 	 	 	As Authenticating Agent
	 	
        

        OR

         

	 	
        COMPUTERSHARE TRUST COMPANY OF CANADA,

        as Canadian Trustee

	 	
         

         

         
	 
	 	By:	 	
 
	 	 	 	As Authenticating Agent


Section
615 Joint Trustees. The rights, powers, duties and obligations conferred and imposed
upon the Trustees are conferred and imposed upon and shall be exercised and performed by the U.S. Trustee and the Canadian Trustee
individually, except to the extent the Trustees are required under Trust Indenture Legislation to perform such acts jointly, and
neither Trustee shall be liable or responsible for the acts or omissions of the other Trustee. Unless the context implies or requires
otherwise, any written notice, request, direction, certificate, instruction, opinion or other document (each such document, a “Writing”)
delivered pursuant to any provision of this Indenture to any of the U.S. Trustee or the Canadian Trustee shall be deemed for all
purposes of this Indenture as delivery of such Writing to the Trustees. Each such Trustee in receipt of such Writing shall notify
such other Trustee of its receipt of such Writing within two Business Days of such receipt provided, however, that
any failure of such Trustee in receipt of such Writing to so notify such other Trustee shall not be deemed as a deficiency in the
delivery of such Writing to the Trustees. 


Section
616 Not Bound to Act. The Trustees shall retain the right not to act and shall not
be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustees, in their sole
judgment, determine that such act might cause them to be in non-compliance with any applicable anti-money laundering, anti-terrorist
or economic sanctions legislation, regulation or guideline. Further, should the Trustees, in their sole judgment, determine at
any time that their acting under this Indenture has resulted in their being in non-compliance with any applicable anti-money laundering,
anti-terrorist or economic sanctions legislation, regulation or guideline, then they shall have the right to resign on 10 days
written notice to the Bank, provided that (i) such Trustee’s written notice shall describe the




    46 


     


    

circumstances of such non-compliance; and (ii) if such
circumstances are rectified to such Trustee’s satisfaction within such 10 day period, then such resignation shall not be
effective.


Article
Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEES AND BANK


Section
701 Bank to Furnish Trustees Names and Addresses of Holders. 


		(a)	The Bank will furnish or cause to be furnished to the Trustees: 



		(1)	semi-annually either (i) not later than January 15 and July 15 in each year in the case of any
series of Securities consisting solely of Original Issue Discount Securities which by their terms do not bear interest prior to
Maturity, or (ii) not more than 15 days after each Regular Record Date in the case of Securities of any other series, a list, in
such form as the Trustees may reasonably require, of the names and addresses of the Holders of Securities of each series as of
the preceding January 1 or July 1 or as of such Regular Record Date, as the case may be; and



		(2)	at such other times as the Trustees may request in writing, within such time and as of such date
as necessary for the Trustees to comply with clause (b) of this Section 701, a list of similar form and content; 



excluding from any such list names and addresses
received by the Trustees in their capacity as Security Registrar.


		(b)	A Holder may, upon payment to either Trustee of a reasonable fee and subject to compliance with
any applicable requirement of the Trust Indenture Legislation, require such Trustee to furnish within 15 days after receiving the
statutory declaration referred to below, a list setting out (i) the name and address of every registered Holder, (ii) the
aggregate principal amount of Securities owned by each registered Holder, and (iii) the aggregate principal amount of Outstanding
Securities, each as shown on the records of such Trustee on the day that the statutory declaration is delivered to such Trustee.
The statutory declaration shall contain (i) the name and address of the Holder, (ii) where the Holder is a corporation,
its name and address for service, and (iii) a statement that the list will not be used except in connection with an effort
to influence the voting of the Holders, an offer to acquire Securities, or any other matter relating to the Securities or the affairs
of the Bank. Where the Holder is a corporation, the affidavit or statutory declaration shall be made by a director or officer of
the corporation. 



Section
702 Preservation of Information; Communications to Holders. The Trustees shall preserve,
in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished
to the Trustees as provided in Section 701 and the names and addresses of Holders received by the Trustees in their capacity
as Security Registrar. The Trustees may destroy any list furnished to them as provided in Section 701 upon receipt of a new
list so furnished. 


The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustees, shall be as provided by the Trust Indenture Legislation.




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Every Holder of Securities, by receiving
and holding the same, agrees with the Bank and the Trustees that neither the Bank nor the Trustees nor any agent of either of them
shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the
Trust Indenture Legislation.


Section
703 Reports by Trustees. The Trustees shall transmit to Holders such reports concerning
the Trustees and their actions under this Indenture as may be required pursuant to the Trust Indenture Legislation at the times
and in the manner provided pursuant thereto. 


A copy of each such report shall, at
the time of such transmission to Holders, be filed by the Trustees with each stock exchange upon which any Securities are listed,
with the Commission and with the Bank. The Bank will notify the Trustees when any Securities are listed on any stock exchange.


Section
704 Reports by Bank. The Bank shall file with the Trustees and the Commission, and
transmit to Holders, such information, documents and other reports as may be required by the Trust Indenture Legislation; provided
that any such information, documents or reports filed electronically with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act shall be deemed filed with, and delivered to, the Trustees at the same time as filed with the Commission. 


Delivery of such reports, information
and documents to the Trustees is for informational purposes only and shall not constitute a representation or warranty as to the
accuracy or completeness of the reports, information or documents. The Trustees’ receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Bank’s compliance
with any of its covenants hereunder (as to which the Trustees are entitled to conclusively rely exclusively on Officer’s
Certificates).


Article
Eight

CONSOLIDATION, AMALGAMATION, MERGER,

CONVEYANCE, TRANSFER OR LEASE


Section
801 Bank May Consolidate, Etc., Only on Certain Terms. The Bank shall not merge, amalgamate,
consolidate or otherwise combine with another entity or sell or lease substantially all of the Bank’s assets to another entity,
unless: 


(a)               
in case the Bank shall merge, amalgamate, consolidate or otherwise combine with another entity
or sell or lease substantially all of the Bank’s assets to another entity, the surviving, resulting or acquiring entity shall
be a duly organized entity and shall be legally responsible for and assume, whether by agreement, operation of law or otherwise,
the Securities and the Bank’s obligations under this Indenture; 


(b)              
any such merger, amalgamation, consolidation or other combination, or sale or lease of assets,
would not result in an Event of Default, nor any event which, after any requirements for giving the Bank default notice and any
requirements for lapse of time for the event to become a default were both disregarded, would become an Event of Default; and 


(c)               
the Bank has delivered to the Trustees an Officer’s Certificate and an Opinion of Counsel,
each stating that such merger, amalgamation, consolidation or other combination, or sale or lease of assets and, if a supplemental
indenture is required in connection with such transaction, such supplemental indenture complies with this Article and that all
conditions precedent herein provided for relating to such transaction have been complied with. 




    48 


     


    

Section
802 Successor Substituted. Upon any consolidation or amalgamation of the Bank with,
or merger of the Bank into, any other Person or any conveyance, transfer or lease of the properties and assets of the Bank substantially
as an entirety in accordance with Section 801, the successor Person formed by or resulting from such consolidation or amalgamation
or into which the Bank is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Bank under this Indenture with the same effect as if such successor Person had
been named as the Bank herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities. 


Article
Nine

SUPPLEMENTAL INDENTURES


Section
901 Supplemental Indentures without Consent of Holders. Without the consent of any
Holders, the Bank and the Trustees, at any time and from time to time, may enter into one or more indentures supplemental hereto,
in form satisfactory to the Trustees, for any of the following purposes:


		(1)	to evidence the succession of another Person to the Bank and the assumption by any such successor
of the covenants of the Bank herein and in the Securities; or



		(2)	to add to the covenants of the Bank for the benefit of some or all of the Holders of all or any
series of Securities or of particular Securities within a series (and if such covenants are to be for the benefit of less than
all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series or such
particular Securities) or to surrender any right or power herein conferred upon the Bank; or



		(3)	to add any additional Events of Default for the benefit of some or all of the Holders of all
or any series of Securities or of particular Securities within a series (and if such additional Events of Default are to be for
the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included
solely for the benefit of such series or such particular Securities); or



		(4)	to add to or change any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 



		(5)	to add to, change or eliminate any of the provisions of this Indenture in respect of one or more
series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any
series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify
the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no
Security described in clause (i) Outstanding; or



		(6)	to secure the Securities; or



		(7)	to establish the form or terms of Securities of any series as permitted by Sections 201 and 301;
or



		(8)	to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the





    49 


     


    

administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611; or


		(9)	to comply with the provisions of the Depositary or the Trustees with respect to the provisions
in this Indenture and the Securities relating to transfers and exchanges of Securities or beneficial interests in Securities; or



		(10)	to cure any ambiguity, to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.



Section
902 Supplemental Indentures with Consent of Holders. With the consent of the Holders
of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Bank and the Trustees, the Bank and the Trustees may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that if the supplemental indenture shall expressly provide that any provision to be changed or eliminated shall
apply to fewer than all the Outstanding Securities hereunder or under a particular series under this Indenture, then, to the extent
not inconsistent with the Trust Indenture Legislation, any such consent may be given by Holders of not less than a majority in
principal amount of the Outstanding Securities hereunder or under such series to which such change or elimination shall apply;
provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby (whether or not such affected Securities comprise all Securities under this Indenture or under a particular
series),


		(1)	change the Stated Maturity of the principal of, or any installment of principal of or interest
on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption
thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment
where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair a Holder’s
right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date); or



		(2)	if any Security provides that the Holder may require the Bank to repurchase such Security, impair
such Holder’s right to require repurchase of such Security on the terms provided therein; or



		(3)	reduce the percentage in principal amount of the Outstanding Securities of any series, the consent
of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture; or



		(4)	modify the provisions of this Indenture with respect to the subordination of any Securities in
a manner adverse to Holders of such Securities; or





    50 


     


    

		(5)	modify any of the provisions of this Section, Section 513 or Section 1006, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this
Section and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).



A supplemental indenture that changes
or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one
or more identified series of Securities or Securities within a series of Securities, or that modifies the rights of the Holders
of Securities of such series or Holders of particular Securities within a series with respect to such covenant or other provision,
shall be deemed to affect only the rights under this Indenture of the Holders of Securities of the identified series or of particular
Securities within the identified series, and shall be deemed not to affect the rights under this Indenture of the Holders of any
other Securities.


It shall not be necessary for any Act
of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


Section
903 Execution of Supplemental Indentures. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustees shall be entitled to receive, in addition to the documents required by Section 102, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture. Each Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects such Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


Section
904 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part
of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


Section
905 Conformity with Trust Indenture Legislation. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Legislation.


Section
906 Reference in Securities to Supplemental Indentures. Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustees,
bear a notation in form approved by the Trustees as to any matter provided for in such supplemental indenture. If the Bank shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustees and the Bank, to any such
supplemental indenture may be prepared and executed by the Bank and authenticated and delivered by either Trustee or both Trustees
in exchange for Outstanding Securities of such series.


Article
Ten

COVENANTS


Section
1001 Payment of Principal, Premium and Interest. The Bank covenants and agrees for
the benefit of each series of Securities that it will duly and punctually pay the principal of and any




    51 


     


    

premium and interest on the Securities of that series in
accordance with the terms of the Securities and this Indenture.


Section
1002 Maintenance of Office or Agency. The Bank will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange, and where notices and demands to or upon
the Bank in respect of the Securities of that series and this Indenture may be served. The Bank will give prompt written notice
to the Trustees of the location, and any change in the location, of such office or agency. If at any time the Bank shall fail to
maintain any such required office or agency or shall fail to furnish the Trustees with the address thereof, such presentations,
surrenders, notices and demands may be made or served at such location as determined by the Bank and the Trustees.


The Bank may also from time to time designate
one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Bank of its obligation to maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Bank will give prompt written notice to the Trustees of any such designation or rescission and of
any change in the location of any such other office or agency.


If the Bank issues Securities of any
series through a branch, agency or office other than its head or home office, the Bank represents that, notwithstanding the place
of booking office or jurisdiction of incorporation or organization of the Bank, the obligations of the Bank in respect of such
Securities are the same as if it had issued such Securities through its head or home office.


Section
1003 Money for Securities Payments to Be Held in Trust. If the Bank shall at any time
act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or
any premium or interest on any of the Securities of that series, deposit in an account established for the purpose of providing
the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustees of its action or
failure so to act.


Whenever the Bank shall have one or more
Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Legislation, and (unless such Paying Agent is the Trustee) the Bank will promptly notify the Trustees of its
action or failure so to act.


The Bank will cause each Paying Agent
for any series of Securities other than the Trustees to execute and deliver to the Trustees an instrument in which such Paying
Agent shall agree with the Trustees, subject to the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Legislation applicable to it as a Paying Agent and (2) during the continuance of any default
by the Bank (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities
of that series, upon the written request of the Trustees, forthwith pay to the Trustees all sums held in trust by such Paying Agent
for payment in respect of the Securities of that series.


The Bank may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Bank Order direct any Paying
Agent to pay, to the Trustees




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all sums held by the Bank or such Paying Agent, such sums
to be held by the Trustees in trust for the benefit of the Persons entitled thereto; and, upon such payment by any Paying Agent
to the Trustees, such Paying Agent shall be released from all further liability with respect to such money.


Any money deposited with the Trustees
or any Paying Agent in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining
unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Bank on Bank
Request; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Bank for payment
thereof, and all liability of the Trustees or such Paying Agent with respect to such trust money, shall thereupon cease; provided,
however, that the Trustees or such Paying Agent, before being required to make any such repayment, may at the expense of the Bank
cause to be published once, in a newspaper or newspapers published in the English language, customarily published on each Business
Day and of general circulation in the Borough of Manhattan, The City of New York and the City of Toronto, Ontario, notice that
such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Bank.


Section
1004 Statement by Officers as to Default. The Bank will deliver to the Trustees, within
120 days after the end of each fiscal year of the Bank ending after the date hereof and at any other time on the demand of either
Trustee, an Officer’s Certificate, stating whether or not to the best knowledge of the signatory thereof the Bank is in default
in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period
of grace or requirement of notice provided hereunder) and, if the Bank shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.


Section
1005 Existence. Subject to Article Eight, the Bank will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate existence.


Section
1006 Waiver of Certain Covenants. Subject to Section 502 and Section 902, and except
as otherwise specified as contemplated by Section 301 for Securities of such series, the Bank may, with respect to the Securities
of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 301(c)(18), 901(2) or 901(7) for the benefit of the Holders of such series or in Section 1005 if before time
for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Bank and the duties of the Trustees in respect of any such
term, provision or condition shall remain in full force and effect.


Article
Eleven

REDEMPTION OF Securities


Section
1101 Applicability of Article. Subject to any law restricting the redemption of the
Securities, Securities of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.


 


Section
1102 Election to Redeem; Notice to Trustees. The election of the Bank to redeem any
Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated




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by Section 301 for such Securities. In case of any redemption
at the election of the Bank of the Securities of any series (including any such redemption affecting only a single Security), the
Bank shall, at least 60 days prior to the Redemption Date fixed by the Bank (unless a shorter notice shall be satisfactory to the
Trustees), notify the Trustees of such Redemption Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Bank shall furnish
the Trustees with an Officer’s Certificate evidencing compliance with such restriction.


 


Section
1103 Selection by Trustees of Securities to Be Redeemed. If less than all the Securities
of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustees, from the Outstanding Securities of such series not previously called for redemption,
(a) if the Securities of such series are listed on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which such Securities are listed, (b) if the Securities of such series are not so listed
but are in global form, then in accordance with the procedures of the applicable Depositary or (c) if the Securities of such series
are not so listed and are not in global form, then on a pro rata basis or by lot, provided that the unredeemed portion
of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless
such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously
called for redemption in accordance with the preceding sentence.


The Trustees shall promptly notify the
Bank in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption
as aforesaid, the principal amount thereof to be redeemed.


The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole
or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be
in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities that has been or is to be redeemed.


Section
1104 Notice of Redemption. Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.


All notices of redemption shall state:


		(1)	the Redemption Date;



		(2)	the Redemption Price;





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		(3)	if less than all the Outstanding Securities of any series consisting of more than a single Security
are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of
the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single
Security are to be redeemed, the principal amount of the particular Security to be redeemed;



		(4)	that on the Redemption Date the Redemption Price will become due and payable upon each such Security
to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;



		(5)	the place or places where each such Security is to be surrendered for payment of the Redemption
Price; 



		(6)	that the redemption is for a sinking fund, if such is the case; and



		(7)	if applicable, the CUSIP or other identifying numbers of the Securities of that series.



Notice of redemption of Securities to
be redeemed at the election of the Bank shall be given by the Bank or, at the Bank’s request, by the Trustees in the name
and at the expense of the Bank and, unless otherwise specified or contemplated by Section 301, shall be irrevocable.


Section
1105 Deposit of Redemption Price. Prior to any Redemption Date, the Bank shall deposit
with either Trustee or with a Paying Agent (or, if the Bank is acting as its own Paying Agent, deposit in an account established
for the purpose as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities
which are to be redeemed on that date.


Section
1106 Securities Payable on Redemption Date. Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Bank shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Bank at the Redemption Price, together, if applicable, with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions
of Section 307.


If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the Security.


Section
1107 Securities Redeemed in Part. Any Security that is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Bank or the Trustees so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Bank and the Trustees duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Bank shall execute, and the Trustees shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination




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as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


Article
Twelve

PURCHASE OR REPAYMENT OF SECURITIES BY THE BANK AT THE OPTION OF THE HOLDER


Section
1201 Applicability of Article. Subject to any applicable law restricting the purchase
or repayment of the Securities by the Bank at the option of the Holder, Securities of any series the terms of which provide to
each Holder the option to require the Bank to purchase or repay such Securities in certain circumstances shall, upon exercise of
such option, be repayable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.


Section
1202 Notice of Repayment Date. Notice of any Repayment Date with respect to Securities
of any series shall, unless otherwise specified by the terms of the Securities of such series, be given by the Bank not less than
30 nor more than 90 days prior to such Repayment Date to each Holder of Securities of such series in accordance with Section 106.


Such notice shall state:


		(a)	the Repayment Date;



		(b)	the Repayment Price;



		(c)	the place or places where, and the date by which, such Securities are to be surrendered for payment
of the Repayment Price;



		(d)	a description of the procedures which a Holder must follow to exercise the purchase or repayment
option;



		(e)	that exercise of the purchase or repayment option to elect repayment is irrevocable; and



		(f)	such other information as the Bank may consider appropriate for inclusion.



No failure of the Bank to give the foregoing
notice shall limit any Holder’s right to exercise a repayment right.


Section
1203 Deposit of Repayment Price. Prior to the Repayment Date, the Bank shall deposit
with either Trustee or with a Paying Agent (or, if the Bank is acting as its own Paying Agent, deposit in an account established
for the purpose provided in Section 1003) an amount of money sufficient to pay the Repayment Price of and (unless the Repayment
Date shall be an Interest Payment Date) accrued and unpaid interest, if any, on all of the Securities of such series that are to
be repaid on that date.


Section
1204 Securities Payable on Repayment Date. Holders having duly exercised the option
to require purchase or repayment by the Bank on any Repayment Date as specified in the form of Security for such series as provided
in Section 203, the Securities of such series so to be purchased or repaid shall, on the Repayment Date, become due and payable
at the Repayment Price applicable thereto and from and after such date (unless the Bank shall default in the payment of the Repayment
Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for




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purchase or repayment in accordance with the terms of such
Security, provided the option has been duly exercised and the Security duly surrendered as specified in the form of such Security,
such Security shall be paid by the Bank at the Repayment Price together with accrued interest to the Repayment Date; provided,
however, that installments of interest whose Stated Maturity is on or prior to such Repayment Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


If any Security shall not be paid upon
due exercise of the option and surrender thereof for purchase or repayment, the Repayment Price shall, until paid, bear interest
from the Repayment Date at the rate prescribed therefor in such Security.


Section
1205 Securities Repaid in Part. Any Security that by its terms may be purchased or
repaid by the Bank in part at the option of the Holder and that is to be purchased or repaid only in part by the Bank shall be
surrendered at any office or agency of the Bank designated for that purpose pursuant to Section 1002 (with, if the Bank or the
Trustees so require, due endorsement by, or a written instrument of transfer in form satisfactory to the Bank and the Trustees
duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Bank shall execute, and the Trustees
shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same
series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for
the unpurchased or unrepaid portion of the principal of the Security so surrendered.


Article
Thirteen

SINKING FUNDS


Section
1301 Applicability of Article. The provisions of this Article shall be applicable to
any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for
such Securities. 


The minimum amount of any sinking fund
payment provided for by the terms of any series of Securities is herein referred to as a “mandatory sinking fund payment”,
and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of any series of Securities, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 1302. Each sinking fund payment shall be applied to the redemption of Securities
of the series as provided for by the terms of such Securities.


Section
1302 Satisfaction of Sinking Fund Payments with Securities. The Bank (1) may deliver
Outstanding Securities of a series (other than


any previously called for redemption) and (2)
may apply as a credit Securities of a series which have been redeemed either at the election of the Bank (a) pursuant to the terms
of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities,
in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required
to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such series or (b) have been
purchased or repaid by the Bank through the exercise of an option by the Holder as provided for in the terms of such Securities;
provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall
be received and credited for such purpose by the Trustees at the Redemption Price, as specified in the Securities so to be redeemed,
for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.




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Section
1303 Redemption of Securities for Sinking Fund. Not less than 60 days prior to each
sinking fund payment date for any Securities, the Bank will deliver to the Trustees an Officer’s Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 1302 and will also deliver to the Trustees any Securities to be so delivered. Not less
than 30 days prior to each such sinking fund payment date, the Trustees shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of
and at the expense of the Bank in the manner provided in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


Article
Fourteen

DEFEASANCE AND COVENANT DEFEASANCE


Section
1401 Bank’s Option to Effect Defeasance or Covenant Defeasance. Unless otherwise
provided as contemplated by Section 301, Sections 1402 and 1403 shall apply to any Securities or any series of Securities, as the
case may be, in either case, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article; and the
Bank may elect, at its option at any time, to have Sections 1402 and 1403 applied to any Securities or any series of Securities,
as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1402 or 1403, in accordance
with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this
Article. Any such election to have or not to have Sections 1402 and 1403 apply, as the case may be, shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for such Securities.


Section
1402 Defeasance and Discharge. Upon the Bank’s exercise of its option (if any)
to have this Section applied to any Securities or any series of Securities, as the case may be, or if this Section shall otherwise
apply to any Securities or any series of Securities, as the case may be, the Bank shall be deemed to have been discharged from
its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section
1404 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Bank
shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its
other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustees, at the expense
of the Bank, shall execute proper instruments acknowledging the same), subject to the following, which shall survive until otherwise
terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described
in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest
on such Securities when payments are due, (2) the Bank’s obligations with respect to such Securities under Sections 304,
305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustees hereunder and (4) this Article.
Subject to compliance with this Article, the Bank may exercise its option (if any) to have this Section applied to the Securities
of any series notwithstanding the prior exercise of its option (if any) to have Section 1403 applied to such Securities.


Section
1403 Covenant Defeasance. Upon the Bank’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the case may be, or if this Section shall otherwise
apply to any Securities or any series of Securities, as the case may be, (1) the Bank shall be released from its obligations under
Section 1005 and any covenants provided pursuant to Section 301(c)(18), Section 901(2) or Section 901(7) for the benefit of the
Holders of such Securities and (2) the




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occurrence of any event specified in Section 501(4) shall
be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section
on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter called “Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Bank may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected
thereby.


Section
1404 Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions
to the application of Section 1402 or 1403 to any Securities or any series of Securities, as the case may be:


		(1)	The Bank shall irrevocably have deposited or caused to be deposited with either Trustee (or another
trustee that satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations that through
the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustees, to pay and discharge, and which shall be applied by the Trustees (or any such other qualifying trustee) to pay and discharge,
the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms
of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security that
is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States
of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof,
and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect
to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of
such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation
which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.



		(2)	In the event of an election to have Section 1402 apply to any Securities or any series of Securities,
as the case may be, the Bank shall have delivered to the Trustees an Opinion of Counsel stating that (A) the Bank has received
from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has
been a change in the applicable U.S. federal income tax law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for U.S. federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities





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and will be subject to U.S. federal income tax on the
same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to
occur.


		(3)	In the event of an election to have Section 1403 apply any Securities or any series of Securities,
as the case may be, the Bank shall have delivered to the Trustees an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to such Securities and will be subject to U.S. federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.



		(4)	No event that is, or after notice or lapse of time or both would become, an Event of Default
with respect to such Securities or any other Securities shall have occurred and be continuing at the time of the deposit referred
to in clause (1) or, with regard to any such event specified in Section 501(1), at any time on or prior to the 90th day after the
date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).



		(5)	Such Defeasance or Covenant Defeasance shall not cause the Trustees to have a conflicting interest
within the meaning of the Trust Indenture Legislation (assuming all Securities are in default within the meaning of the Trust Indenture
Legislation).



		(6)	Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute
a default under, any other agreement or instrument to which the Bank is a party or by which it is bound.



		(7)	Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit
constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under
the Investment Company Act or exempt from registration thereunder.



		(8)	In the event of an election to have Section 1402 apply to any Securities or any series of Securities,
as the case may be, no event or condition may exist that, under the provisions described under Article Fifteen, would prevent the
Bank from making payments of any principal of or premium or interest on the Securities on the date of the deposit referred to in
clause (1), or at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until after such 90th day).



		(9)	The Bank shall have delivered to the Trustees an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with
(in each case, subject to the satisfaction of the condition in clause (4)).



 


Section
1405 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.
Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustees or other qualifying trustee (solely for purposes of this Section and Section 1406, the Trustees
and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1404 in respect
of any Securities




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shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including
the Bank acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from
other funds except to the extent required by law.


The Bank shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant
to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by
law is for the account of the Holders of Outstanding Securities.


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Bank from time to time upon Bank Request any money or U.S. Government
Obligations held by it as provided in Section 1404 with respect to any Securities which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of
the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may
be, with respect to such Securities.


Section
1406 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such
Securities from which the Bank has been discharged or released pursuant to Section 1402 or 1403 shall be revived and reinstated
as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying
Agent is permitted to apply all money held in trust pursuant to Section 1405 with respect to such Securities in accordance with
this Article; provided, however, that if the Bank makes any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Bank shall be subrogated to the rights (if any) of the Holders of such Securities
to receive such payment from the money so held in trust.


Article
Fifteen

SUBORDINATION OF Securities


Section
1501 Securities Subordinate to Deposit Liabilities and Other Indebtedness. The Securities
will be direct unsecured debt obligations constituting bank subordinated indebtedness within the meaning of the Bank Act
(Canada) and, in the event of the insolvency or winding-up of the Bank, the indebtedness evidenced by the Securities ranks: 


		(a)	in right of payment equally with and not prior to the debentures under the Existing Trust Indentures;
and 



		(b)	subordinate in right of payment to the prior payment in full of (i) Senior Indebtedness of the
Bank then outstanding; and (ii) all Indebtedness to which the notes and debentures under the Existing Trust Indentures are subordinate
in right of payment to the same extent as the notes and debentures under the Existing Trust Indentures are subordinate thereto,




in each case, whether now outstanding or hereafter
incurred.


The Bank agrees and each Holder of any
Security, by his, her or its acceptance of such Security, also agrees and shall be deemed conclusively to have agreed, for the
benefit of the present and future holders of Senior Indebtedness, and for the benefit of all present and future holders of Indebtedness
to




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which the notes and debentures under the Existing Trust Indentures
are subordinate in right of payment, to the provisions of this Article Fifteen and the Bank and each Holder of any Security by
his, her or its acceptance of such Security shall be bound by such provisions.


Section
1502 Further Assurances of Subordination. Each Holder of Securities by his, her or
its acceptance of such Security authorizes and directs the Trustees on his, her or its behalf to take such action as may be necessary
or appropriate to further assure the subordination as provided in this Article Fifteen. 


Section
1503 Reliance on Judicial Order or Certificate of Liquidating Agent. Upon payment or
distribution of assets of the Bank, the Trustees, subject to the provisions of Article Six hereof, and the Holders of the Securities
shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or upon any certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustees or the Holders of the
Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other Indebtedness of the Bank, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fifteen. 


Section
1504 Trustees’ Compensation Not Prejudiced. Nothing in this Article Fifteen will
apply to amounts due to the Trustees pursuant to other sections in this Indenture. 


Section
1505 Trustees Entitled to Assume Payments Not Prohibited in Absence of Notice. The
Trustees shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment
to or by the Trustees, and the Trustees shall not be required to withhold payment to the Holders of Securities, unless and until
the Trustees shall have received written notice thereof at its Corporate Trust Office from the Bank, or from one or more holders
of Senior Indebtedness of the Bank or from any representative therefor and, prior to the receipt of any such written notice, the
Trustees, subject to the provisions of Sections 601 and 603, shall be entitled to assume conclusively that no such facts exist.


The Trustees, subject to the provisions
of Article Six hereof, shall be entitled to rely on the delivery to it of a written notice by the Bank or a person representing
himself, herself or itself to be a holder of Senior Indebtedness of the Bank to establish that such notice has been given. In the
event that the Trustees determine in good faith that further evidence is required with respect to the right of any Person as a
holder of such Senior Indebtedness of the Bank to participate in any payment or distribution pursuant to this Article Fifteen,
the Trustees may request such person to furnish evidence to the reasonable satisfaction of the Trustees as to the amount of such
Senior Indebtedness of the Bank held by such person, the extent to which such person is entitled to participate in such payment
or distribution and any other facts pertinent to the rights of such person under this Article Fifteen, and if such evidence is
not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to
receive such payment.


Section
1506 No Fiduciary Duty of Trustees to Holders of Senior Indebtedness of the Bank. The
Trustees shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Bank, and shall not be liable
to any such holders if it shall in good faith mistakenly pay over or distribute to the Holders of the Securities of any series
or the Bank or any other Person, cash, property or securities to which any holders of Senior Indebtedness of the Bank shall be
entitled by virtue of this Article Fifteen or otherwise. Nothing in this Section 1505 shall affect the obligation of any other
such Person to hold




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such payment for the benefit of, and to pay such payment over
to, the holders of Senior Indebtedness of the Bank or their representative.


Article
Sixteen

MISCELLANEOUS PROVISION


Section
1601 Consent to Jurisdiction and Service of Process. The Bank irrevocably submits to
the non-exclusive jurisdiction of any New York State or Federal court sitting in The City of New York over any suit, action or
proceeding arising out of or relating to this Indenture or any Security. The Bank irrevocably waives, to the fullest extent permitted
by law, any objection that it may have to the laying of the venue of any such suit, action or proceeding brought in such a court
and any claim that any such suit, action or proceeding brought in such a court has been brought in any inconvenient forum. The
Bank agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding
upon the Bank and may be enforced in the courts of Canada (or any other courts to the jurisdiction of which the Bank is subject)
by a suit upon such judgment, provided that service of process is effected upon the Bank in the manner specified in the
following paragraph or as otherwise permitted by law; provided, however, that the Bank does not waive, and the foregoing
provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such
judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment or (ii) any stay of execution
or levy pending an appeal from, or a suit, action or proceeding for reconsideration or review of, any such judgment. 


As long as any of the Securities remain
outstanding, the Bank will at all times have an authorized agent in the Borough of Manhattan, The City of New York upon whom process
may be served in any legal action or proceeding arising out of or relating to this Indenture or any Security. Service of process
upon such agent and written notice of such service mailed or delivered to the Bank shall to the extent permitted by law be deemed
in every respect effective service of process upon the Bank in any such legal action or proceeding. The Bank hereby appoints the
Vice President, US Operations of The Bank of Nova Scotia, as its agent for such purpose, and covenants and agrees that service
of process in any such legal action or proceeding may be made upon it at the office of such agent at The Bank of Nova Scotia, 250
Vesey Street, New York, New York 10281 (Attention: Vice President, US Operations, The Bank of Nova Scotia) (or at such other address
in the Borough of Manhattan, The City of New York, as the Bank may designate by written notice to the Trustees).


The Bank hereby consents to process being
served in any suit, action or proceeding of the nature referred to in the preceding paragraphs by service upon such agent together
with the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of
the Bank in Toronto set forth in the first paragraph of this instrument or to any other address of which the Bank shall have given
written notice to the Trustee. The Bank irrevocably waives, to the fullest extent permitted by law, all claim of error by reason
of any such service (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that such service (i) shall
be deemed in every respect effective service of process upon the Bank in any such suit, action or proceeding and (ii) shall,
to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Bank.


Nothing in this Section shall affect
the right of the Trustees or any Holder to serve process in any manner permitted by law or limit the right of the Trustees to bring
proceedings against the Bank in the courts of any jurisdiction or jurisdictions.


Section
1602 Indenture and Securities Solely Corporate Obligations. No recourse under or upon
any obligation, covenant or agreement of this Indenture, any supplemental indenture, or of any




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Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, shareholder, officer or director, as such, past, present or future, of
the Bank or of any successor corporation, either directly or through the Bank, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture
and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, shareholders, officers or directors, as such, of the Bank or of any successor
corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or any of the Securities or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareholder, officer or director, as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied
therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture
and the issue of such Securities.


Section
1603 Execution in Counterparts. This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or electronic format (i.e., “.pdf”
or “.tif”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto
and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
electronic format (i.e., “.pdf” or “.tif”) shall be deemed to be their original signatures for all purposes.


Section
1604 Waiver of Jury Trial. EACH OF THE BANK AND THE TRUSTEES HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THE INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. 


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Indenture to be duly executed, all as of the day and year first above written.


	 	 	 	 
	 	THE BANK OF NOVA SCOTIA
	 	 	




	 	By:	 	
/s/ Andrew Branion
	 	 	 	Name: Andrew Branion
	 	 	 	Title: Executive Vice-President & Group Treasurer
	 	
         

         

	 	
        COMPUTERSHARE TRUST COMPANY, N.A.,

        as U.S. Trustee

	 	 	
         

         

	 	By:	 	
/s/ John M. Wahl
	 	 	 	Name: John M. Wahl
	 	 	 	Title: Corporate Trust Officer
	 	
         

         

	 	
        COMPUTERSHARE TRUST COMPANY OF CANADA,

        as Canadian Trustee

	 	 	
         

         

	 	By:	 	
/s/ Morag Abraham
	 	 	 	Name: Morag Abraham
	 	 	 	Title: Corporate Trust Officer
	 	
         

         
	 
	 	By:	 	
/s/ Ann Samuel
	 	 	 	Name: Ann Samuel
	 	 	 	Title: Associate Trust Officer