Emerson Electric Co 8-K, filed Nov 12, 2026
Emerson Electric Co (EMR)
8-K
2026-11-12
For: 2026-11-10
View Original
Added on
November 13, 2026
About this 8-K
Emerson Electric Co filed this 8-K on November 12, 2026, reporting on events of November 10, 2026.
Emerson Electric Co. priced €750,000,000 aggregate principal amount of 4.000% Notes due 2032, with closing expected November 13, 2026. Net proceeds are approximately €744.5 million (approximately $830.4 million), primarily to repay commercial paper borrowings. AI summary
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2026 (November 10, 2026 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
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(IRS Employer
Identification No.)
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(Address of principal executive offices and zip code)
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Registrant’s telephone number, including area code: (314 )
553-2000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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NYSE Texas
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 |
Other Events.
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On November 10, 2026, Emerson Electric Co. (the “Company”) entered into a pricing agreement (the “Pricing Agreement”) dated November 10, 2026 (incorporating the
Underwriting Agreement Standard Provisions dated November 10, 2026 (the “Standard Provisions”)) with J.P. Morgan Securities plc, Citigroup Global Markets Limited, Merrill Lynch International and Goldman Sachs & Co. LLC, as representatives of
the several underwriters named in Schedule I thereto (together, the “Underwriters”), in connection with the public offering of €750,000,000 aggregate principal amount of the Company’s 4.000% Notes due 2032 (the “Notes”). The Notes are being sold to the Underwriters at an issue price of 99.264% of the principal amount thereof, and the Underwriters offered the Notes to the public at a price of 99.639% of the
principal amount thereof. The closing of the transaction is subject to customary closing conditions and is expected to occur on November 13, 2026. The Company is in the process of applying to list the Notes on the New York Stock Exchange.
The Notes are expected to be issued on November 13, 2026, pursuant to an indenture dated as of December 10, 1998 (the “Base Indenture”), between the Company and
Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association as successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as
trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture to be dated as of November 13, 2026 (the “Fourth Supplemental Indenture”) between the Company and the Trustee. Pursuant to an Agency Agreement to be dated as of November
13, 2026 (the “Agency Agreement”) relating to the Notes, the Company will appoint U.S. Bank Europe DAC, UK Branch to act as paying agent for the Notes and U.S. Bank Trust Company, National Association to act as registrar and transfer agent for the
Notes.
The Notes are being offered and sold pursuant to the Company’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-299935),
filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2026. The Company has filed with the SEC a prospectus supplement, dated November 10, 2026, together with the accompanying prospectus, dated November 9, 2026, related to
the offering and sale of the Notes. This Current Report on Form 8‑K adds exhibits to that Registration Statement. This Current Report is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these
securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
The Company expects the net proceeds from the sale of the Notes to be approximately €744.5 million (or approximately $830.4 million based upon a euro/U.S. dollar exchange
rate as of November 6, 2026 of €1.00 = $1.1154, as published by the Board of Governors of the Federal Reserve System)), before deducting estimated expenses of the offering. The Company expects to use the net proceeds primarily to repay the
Company’s commercial paper borrowings, and also for general corporate purposes. The notes will be senior unsecured obligations and will rank equally with all of the Company’s existing and future unsecured and unsubordinated debt.
The Notes will bear interest at the rate of 4.000% per year. Interest on the Notes is payable on November 13 of each year, beginning on November 13, 2027. The Notes will
mature on November 13, 2032. Prior to maturity, the Company may redeem any or all of the Notes at any time at the redemption prices described in the Notes. The notes will be issued in minimum denominations of €100,000 and integral multiples of
€1,000 in excess thereof.
The above description of the Standard Provisions, the Pricing Agreement and the Notes is qualified in its entirety by reference to the Standard Provisions, the Pricing
Agreement, the Base Indenture, the Fourth Supplemental Indenture and the form of Notes, each of which is incorporated by reference into the Registration Statement. The Original Indenture was filed with the SEC as Exhibit 4(b) to the Company’s
Annual Report on Form 10-K for the fiscal year ended September 30, 1998. The Standard Provisions, the Pricing Agreement, the form of the Fourth Supplemental Indenture, the form of the Agency Agreement and the form of the Notes are attached to this
Current Report on Form 8-K as Exhibit 1.1, Exhibit 1.2, Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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Underwriting Agreement Standard Provisions dated November 10, 2026.
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Pricing Agreement dated November 10, 2026, by and between Emerson Electric Co., J.P. Morgan Securities plc, Citigroup Global Markets Limited, Merrill Lynch
International and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (included in Exhibit 1.1 above).
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Form of Fourth Supplemental Indenture, to be dated as of November 13, 2026, by and between the Company and Computershare Trust Company, N.A., as trustee.
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Form of Agency Agreement, to be dated as of November 13, 2026, by and among the Company, as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, U.S. Bank
Trust Company, National Association, as registrar and transfer agent, and Computershare Trust Company, N.A., as trustee.
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Form of 4.000% Notes due 2032 (included in Exhibit 4.1).
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: November 12, 2026
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EMERSON ELECTRIC CO.
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By:
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/s/ John A. Sperino
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John A. Sperino
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Vice President and Assistant Secretary
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Exhibit 1.1
EMERSON ELECTRIC CO.
Debt Securities
Underwriting Agreement Standard Provisions
November 10, 2026
From time to time Emerson Electric Co. (the “Company”) proposes to enter into
one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject
to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement or named in the applicable Pricing Agreement (such firm or firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).
The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the Indenture (the “Base Indenture”), dated as of December 10, 1998, between the Company and
Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, in such capacity, the trustee (the “Trustee”). Wells Fargo Bank, National Association
was successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), and the supplemental indenture to the Base Indenture (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”) to be entered into between the Company and the Trustee, in
substantially the form previously provided to the Representatives (as defined below) and to be dated November 13, 2026. The Pricing Agreement, including the provisions incorporated therein by reference, is herein referred to as the “Underwriting Agreement.” Unless otherwise defined herein, terms defined in the Pricing Agreement are used herein as therein defined.
1. Particular sales of Designated Securities may
be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being
designated as their representative. This Underwriting Agreement Standard Provisions shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities.
The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities
specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the
date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement and Prospectus referred to below) the
terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic or facsimile communications or other electronic
communications satisfactory to the parties which produce a record of communications transmitted. The obligations of the Underwriters under the Underwriting Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) An “automatic shelf
registration statement” as defined under Rule 405 of the Securities Act of 1933 (together with the rules and regulations of the Commission thereunder, the “Act”) on Form
S-3 (No. 333-299935), including a prospectus, in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) in the forms
heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus contained in such registration statement, to each of
the other Underwriters and such registration statement in such form became effective upon being filed with the Commission pursuant to Rule 462(e) of the Act, and no stop order suspending the effectiveness of such registration statement has been
issued and no proceeding for that purpose has been initiated or threatened by the Commission (such registration statement, including all exhibits thereto but excluding the Statement of Eligibility and Qualification on Form T-1, as amended at
each time it became effective being hereinafter called the “Registration Statement”).
(b) The prospectus referred to
in paragraph 2(a) above contained in the Registration Statement as of the execution of this Underwriting Agreement Standard Provisions, is hereinafter called the “Basic Prospectus.”
The Basic Prospectus, as amended or supplemented (including by the prospectus supplement specifically relating to the Designated Securities) in the form first used to confirm sales of the Designated Securities (or in the form first made
available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the “Prospectus,” and the term
“Preliminary Prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement, “free
writing prospectus” has the meaning set forth in Rule 405 under the Act and “Issuer Free Writing Prospectus” has the meaning set forth in Rule 433 under the Act. “Time of Sale Information” means the Preliminary Prospectus used most recently prior to the Time of Sale (as defined below), if any, together with the Issuer Free Writing
Prospectuses, if any, identified in Schedule III to Annex I hereto, the final term sheet prepared and filed pursuant to Section 5(g) hereto, if any, and any other free writing prospectus that the parties hereto shall hereafter expressly agree
in writing to treat as part of the Time of Sale Information. “Time of Sale” shall mean the date and time that the applicable Pricing Agreement with respect to the
Designated Securities is executed and delivered by the parties thereto. “Broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5)
under the Act that has been made available without restriction to any person. Any reference herein to any Preliminary Prospectus, the Time of Sale Information or the Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may be; any reference to any amendment or supplement to any
Preliminary Prospectus, the Time of Sale Information or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus, the Time of Sale Information or the Prospectus, as the case may
be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”) and incorporated by reference
therein; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is first filed, or
transmitted for filing, with the Commission pursuant to Rule 424 under the Act, including any documents incorporated by reference therein as of the date of such filing or mailing;
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(c) The documents incorporated
by reference in the Registration Statement, the Time of Sale Information or the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus, when such documents become effective or are
filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus or the Time of Sale Information
as amended or supplemented relating to such Securities;
(d) The Registration Statement,
the Time of Sale Information and the Prospectus conform, and any amendments or supplements thereto will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the rules and regulations of the Commission thereunder and (1) as of the effective date of the Registration Statement and any amendments thereto, the
Registration Statement did not, (2) as of the Time of Sale and the Time of Delivery, respectively, the Time of Sale Information does not and will not, (3) as of the Time of Sale and the Time of Delivery, the Prospectus and any supplement
thereto do not and will not and (4) each broadly available road show, if any, when considered together with the Time of Sale Information, does not, contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Time of Sale Information or the Prospectus as amended or supplemented relating to such Securities or to that
part of the Registration Statement that constitutes Form T-1 under the Trust Indenture Act;
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(e) Neither the Company nor
any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus any material loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree otherwise than as set forth or contemplated in the Time of Sale Information; and, since
the respective dates as of which information is given in the Time of Sale Information, there has not been any material decrease in the capital stock or material increase in the long term debt of the Company or any of its subsidiaries or any
material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries,
otherwise than as set forth or contemplated in the Time of Sale Information or as disclosed in writing to the Representatives prior to the execution and delivery of the Pricing Agreement;
(f) The Company has been duly
incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the
Time of Sale Information and the Prospectus;
(g) The Company has an
authorized capitalization as set forth in the Time of Sale Information and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;
(h) The Securities have been
duly authorized, and, when the Designated Securities are issued and delivered pursuant to the Pricing Agreement with respect to such Designated Securities, such Designated Securities will have been duly executed, issued and delivered by the
Company and, when authenticated and delivered by the Trustee in accordance with the terms of the Indenture, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, which, in the
case of the Base Indenture, will be substantially in the form filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1998, and, in the case of the Supplemental Indenture, the Current Report on
Form 8-K to be filed within four business days of the date of the Supplemental Indenture; the Indenture has been duly authorized and, at the Time of Delivery (as defined in Section 4 hereof), the Indenture will be duly qualified under the Trust
Indenture Act and will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or
affecting creditors’ rights and to general equity principles; and the Securities and the Indenture conform to the descriptions thereof in the Time of Sale Information and the Prospectus;
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(i) The issue and sale of the
Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and the Underwriting Agreement, including any Pricing Agreement, and the consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party
or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Articles of Incorporation, as amended, or the By-Laws, as
amended, of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the other transactions contemplated by the Underwriting Agreement, including any
Pricing Agreement, or the Indenture except such as may be required by the securities laws of foreign jurisdictions, and except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture
Act, or qualification as may be required by the listing rules of the New York Stock Exchange and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Securities by the Underwriters;
(j) Other than as set forth or
contemplated in the Time of Sale Information and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its
subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders’ equity or results
of operations of the Company and its subsidiaries (a “Material Adverse Effect”); and, to the best of the Company’s knowledge, no such proceedings have been threatened by
governmental authorities or others;
(k) At the time the Company or
any person acting on its behalf (within the meaning, for this Clause only, of Rule 163(c) under the Act) made any offer relating to the Designated Securities in reliance on the exemption in Rule 163, and at the Time of Sale, the Company was or
is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405 under the Act. The Company agrees, to the extent applicable, to pay the fees required by the Commission relating to the Designated Securities within the time required
by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;
(l) (i) At the earliest time
after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the
Act) of the Designated Securities and (ii) as of the Time of Sale (with such date being used as the determination date for purposes of this Clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the
Act), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer;
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(m) Each Issuer Free Writing
Prospectus and the final term sheet prepared and filed pursuant to Section 5(g) hereto does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by
reference and any Preliminary Prospectus or Prospectus deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon
and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein;
(n) (i) The Company and its
subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or
other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants and (ii) the Company and its subsidiaries are not aware of any costs or liabilities associated with Environmental Laws of or relating to the Company or
its subsidiaries, except in the case of each of Clauses (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses certificates or other authorizations or approvals, or cost or liability, as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(o) The Company is not and,
immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be required to register
as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment
Company Act”);
(p) The Company maintains a
system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. The Company’s management (with the participation of its principal executive officer and the principal financial officer) has
evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recent Annual Report on Form 10-K as well as the period or periods covered by any subsequent Quarterly
Reports on Form 10-Q, and its principal executive officer and principal financial officer have concluded that such disclosure controls and procedures were effective as of the end of the periods covered by such reports to provide reasonable
assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the
Commission;
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(q) The Company maintains a
system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s management has evaluated the effectiveness of the Company’s internal control
over financial reporting as of the end of the period covered by the Company’s most recent Annual Report on Form 10-K as well as the period or periods covered by any subsequent Quarterly Reports on Form 10-Q, and have concluded that except as
disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there were, as of the end of the periods covered by such reports, no material weaknesses in the Company’s internal control over financial reporting which
are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
(r) There is and has been no
failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications;
(s) Neither the Company nor
any of its subsidiaries is included on the list of Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or is located, organized or resident in a country or territory that is the subject of comprehensive territorial sanctions (currently, the so called Donetsk People’s Republic, the so called Luhansk People’s
Republic and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and
Syria). The Company and its subsidiaries are in compliance in all material respects with all applicable anti-corruption laws and all applicable sanctions and embargos issued or administered by any authority in the United Nations, the European
Union, Switzerland (e.g. the State Secretariat for Economic Affairs of Switzerland and/or the Directorate of Public International Law) or the United States of America (e.g. OFAC). No provision of this Section 2(s) shall apply to any person if
and to the extent that such provision is or would be unenforceable by reason of breach, or would result in a breach or violation of, conflict with or cause any liability to be incurred by such person under any provision of (i) Council
Regulation (EC) 2271/96; (the “EU Blocking Regulation”) (or any law or regulation implementing such EU Blocking Regulation in any member state of the European Union), (ii)
Council Regulation (EC) 2271/96 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”),
and/or (iii) Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); and
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(t) The Company and its
subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”)
are adequate for, and operate and perform in all respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time
bombs, malware and other corruptants, except in each case, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially
reasonable controls, policies, procedures, and safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally
identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and to the knowledge of the Company, there have been no
breaches, violations, outages or unauthorized uses of or accesses to same, nor any incidents under internal review or investigations relating to the same, except in each case, as would not reasonably be expected to, individually or in the
aggregate, have a Material Adverse Effect. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or
regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation
or modification, except in each case, as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.
3. Upon the execution of the Pricing Agreement
applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the
Time of Sale Information and the Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto, in definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty eight hours’
prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, or by wire transfer, payable to the order of the Company in the funds specified in such Pricing Agreement, all at the place and time and date specified in such Pricing Agreement or at such other place and time and
date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Designated Securities.
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5. The Company agrees with each of the
Underwriters of any Designated Securities:
(a) To make no further
amendment or any supplement of the Registration Statement, the Time of Sale Information or Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such
Securities which shall be reasonably disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and
furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time
when any amendment to the Registration Statement has been filed or become effective or any supplement to the Time of Sale Information or the Prospectus or any amendments thereof has been filed, or transmitted for filing, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Time of Sale Information, the Prospectus or for additional information; and, in the
event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;
(b) Promptly from time to time
to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any jurisdiction;
(c) To furnish the Underwriters
with copies of the Time of Sale Information, the Prospectus and each Issuer Free Writing Prospectus, as amended or supplemented, in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a
prospectus is required at any time in connection with the offering or sale of the Securities (including in circumstances where such requirement may be satisfied pursuant to Rule 172) and if at such time any event shall have occurred as a result
of which the Time of Sale Information or the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made when such Time of Sale Information or Prospectus, as the case may be, is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Time of Sale Information or the Prospectus or to file under the Exchange Act any document incorporated by reference in the Time of Sale Information or the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture
Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably
request of an amendment or supplement to the Time of Sale Information or the Prospectus, as the case may be, which will correct such statement or omission or effect such compliance;
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(d) To make generally available
to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Pricing Agreement, an earnings statement of the Company and its subsidiaries (which need not be audited) complying
with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company Rule 158);
(e) During the period beginning
from the date of the Pricing Agreement for such Designated Securities and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities, as notified to the Company by the Representatives
and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of Delivery and which are
substantially similar to such Designated Securities, without the prior written consent of the Representatives;
(f) Unless it has or shall
have obtained the prior written consent of the Representatives, it has not made and will not make; and unless it has or shall have obtained the prior written consent of the Company, each Underwriter, severally and not jointly, agrees with the
Company that it has not made and will not make, any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a free writing prospectus required to be filed with the
Commission or retained by the Company under Rule 433, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(g) hereto; provided that the prior written consent
of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule III to Annex I hereto. Any such free writing prospectus consented to by the Representatives and the Company is hereinafter
referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus
as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the
Commission, legending and record keeping; and
(g) To prepare a final term
sheet, containing solely a description of final terms of the Designated Securities and the offering thereof, in the form approved by the Representatives and attached as Schedule II to Annex I hereto and to file such term sheet pursuant to Rule
433(d) within the time required by such Rule.
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6. The Company covenants and agrees with the
Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the Registration Statement, the Time of Sale Information, the Prospectus, each Issuer Free Writing Prospectus, any broadly available road show and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or reproducing any Agreement among Underwriters, this Underwriting Agreement Standard Provisions, any Pricing Agreement, any
Indenture, any Blue Sky and legal investment memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and
legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the
Securities; (viii) all the Company’s costs and expenses relating to investor roadshow and similar presentations; and (ix) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their own costs and expenses on a pro rata basis as among the
Underwriters (based on the principal amount of Designated Securities each such Underwriter agreed to purchase pursuant to the Pricing Agreement), including the fees of their counsel, transfer taxes on resale of any of the Securities by them,
and any advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters of any
Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company
herein are, at and as of the Time of Delivery for such Designated Securities, true and correct in all material respects, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) No stop order suspending
the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall
have been complied with to the Representatives’ reasonable satisfaction;
(b) Counsel for the
Underwriters shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to the incorporation of the Company, the validity of the Indenture, the Designated
Securities, the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such matters; provided that in rendering such opinion, counsel for the Underwriters may rely as to all matters governed by Missouri law on the opinion of counsel for the
Company, referred to in (c) below;
(c) Counsel for the Company,
which may be the General Counsel, any Assistant or Associate General Counsel, or Vice President and Assistant Secretary of the Company, shall have furnished to the Representatives a written opinion, dated the Time of Delivery for such
Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
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(i) The Company has been duly
incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the
Time of Sale Information and the Prospectus;
(ii) Other than as set forth
or contemplated in the Time of Sale Information and the Prospectus, to my knowledge there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any
of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders’ equity or
results of operations of the Company and its subsidiaries; and, to my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;
(iii) The Underwriting
Agreement, including the Pricing Agreement with respect to the Designated Securities, has been duly authorized, executed and delivered by the Company;
(iv) Assuming the Designated
Securities have been authenticated by the Trustee in accordance with the terms of the Indenture, the Designated Securities have been duly authorized, executed, issued and delivered and constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture; and the Designated Securities and the Indenture conform to the descriptions thereof in the Time of Sale Information and the Prospectus;
(v) The Indenture has been
duly authorized, executed and delivered by the parties thereto and, with respect to the Company, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act;
(vi) The issue and sale of the
Designated Securities by the Company and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture, and the Underwriting Agreement with respect to the Designated Securities and the consummation by the
Company of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the
provisions of the Restated Articles of Incorporation, as amended, or the By-Laws, as amended, of the Company or any material statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having
jurisdiction over the Company or any of its properties;
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(vii) No consent, approval,
authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the other transactions
contemplated by the Underwriting Agreement or the Indenture, except (a) such as have been obtained under the Act and the Trust Indenture Act and (b) such consents, approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters and the approval of the listing of the Designated Securities by the New York Stock Exchange;
(viii) The documents incorporated
by reference in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented (other than the financial statements and related schedules therein, including, without limitation, financial information
provided in an interactive data format using eXtensible Business Reporting Language (“XBRL”), as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to
form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and such counsel believes that each of such documents (other than the financial
statements and related schedules therein, including, without limitation, financial information provided in an interactive data format using XBRL, as to which such counsel need express no belief), when it became effective or was so filed, as the
case may be, did not contain, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, an untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading;
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(ix) The Registration
Statement, the Time of Sale Information and the Prospectus as amended or supplemented and any further amendments and supplements thereto made by the Company prior to the Time of Delivery for the Designated Securities (other than the financial
statements and related schedules therein, including, without limitation, financial information provided in an interactive data format using XBRL, as to which such counsel need express no opinion) comply as to form in all material respects with
the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; such counsel believes that (A) as of the effective date of the Registration Statement, the Registration Statement and the prospectus included
therein (and, as of its date, any further amendment or supplement thereto made by the Company prior to the Time of Delivery) (other than the financial statements and related schedules therein, including, without limitation, financial
information provided in an interactive data format using XBRL, as to which such counsel need express no belief) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; (B) the Registration Statement and the Prospectus (and any such further amendment or supplement thereto) (other than the financial statements and related schedules therein, including, without
limitation, financial information provided in an interactive data format using XBRL, as to which such counsel need express no belief), at the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading; (C) the Time of Sale Information (other than the financial statements and related schedules therein, including, without limitation, financial information
provided in an interactive data format using XBRL, as to which such counsel need express no belief), at the Time of Sale or as amended or supplemented, if applicable, as of the Time of Delivery, did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (D), as of the Time of Delivery, the Prospectus (and any such further amendment or supplement thereto) (other
than the financial statements and related schedules therein, including, without limitation, financial information provided in an interactive data format using XBRL, as to which such counsel need express no belief) does not contain an untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and such counsel does not know of any contracts or other
documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Time of Sale Information or the Prospectus as amended or supplemented or required to be described in
the Registration Statement or the Time of Sale Information or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required; and
(x) The Company is not and,
after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be required to register as an
“investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act;
(d) The Representatives shall
have received at the Time of Sale and at the Time of Delivery for such Designated Securities a letter dated the date of the Time of Sale or the Time of Delivery, as the case may be, in form and substance satisfactory to the Representatives,
from the Company’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial
information relating to the Company contained in the Registration Statement, the Time of Sale Information and the Prospectus;
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(e) (i) Neither the Company nor
any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information as amended or supplemented any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Time of Sale Information and the
Prospectus, and (ii) since the respective dates as of which information is given in the Time of Sale Information and the Prospectus there shall not have been any change in the capital stock or long term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise
than as set forth or contemplated in the Time of Sale Information and the Prospectus, the effect of which, in any such case described in Clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Time of Sale Information and the Prospectus;
(f) Subsequent to the date of
the Pricing Agreement relating to the Designated Securities, no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the
Commission for purposes of Section 3(a)(62) under the Exchange Act;
(g) Subsequent to the date of
the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium
on commercial banking activities in New York declared by either Federal or New York State authorities; or (iii) the engagement by the United States in hostilities which have resulted in the declaration, on or after the date of such Pricing
Agreement, of a national emergency or war if the effect of any such event specified in this Clause (iii) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented; and
(h) The Company shall have
furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the
representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth
in subsections (a) and (e) of this Section and as to such other matters as the Representatives may reasonably request.
15
8. (a) The Company will indemnify and hold
harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information,
the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or any Company information that the Company has filed, or is required to file,
pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Basic Prospectus, any Preliminary Prospectus, any Issuer
Free Writing Prospectus, the Time of Sale Information, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities.
(b) Each Underwriter severally will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to
which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of
Sale Information, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such
action or claim.
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(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection or to the extent that it is not materially prejudiced by such omission. In case any such action shall be brought against
any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as
a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to
such Securities and not joint.
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(e) For purposes of this Section 8, the parties agree that any loss incurred by an Underwriter as a result of any judgment or
order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than euros and as a
result of any variation as between (i) the rate of exchange at which the euro amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such Underwriter is able to purchase euros
with the amount of the Judgment Currency actually received by such Underwriter on the business day following actual receipt by such Underwriter of any sum adjudged or ordered to be so due in the Judgment Currency shall constitute indemnifiable
losses pursuant to this Section. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
(f) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise
have and shall extend, upon the same terms and conditions, to each officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this
Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the
Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty six hours
after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty six hours within which to procure another party or other
parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such
Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated
Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in the Underwriting Agreement
shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.
18
(b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or
Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of the
Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such
Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the
Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or
Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof, but nothing herein shall relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth
in the Underwriting Agreement or made by or on behalf of them, respectively, pursuant to the Underwriting Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities.
19
11. If any Pricing Agreement shall be terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 6 and Section 8 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided
herein, the Company will reimburse the Underwriters through the Representatives for all reasonable out of pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in
Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and
the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for
such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in writing or by telegram if promptly confirmed in writing, and if to the Underwriters shall be
sufficient in all respects if delivered or sent by facsimile or registered mail to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be sufficient in all respects if delivered or sent by facsimile
or registered mail to the following address: 8027 Forsyth Blvd., St. Louis, Missouri 63105, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by registered mail to
such Underwriter at its address as specified by such Underwriter to the Representatives, which address will be supplied to the Company by the Representatives upon request.
13. The Underwriting Agreement, including this Underwriting Agreement Standard Provisions and each Pricing Agreement, shall be binding upon, and inure
solely to the benefit of, the Underwriters, the Company and, to the extent provided in Section 8 and Section 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Underwriting Agreement Standard Provisions or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement.
15. This Underwriting Agreement Standard Provisions and each Pricing Agreement shall be construed in accordance with the laws of the State of New York.
16. Each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall, together with this Underwriting Agreement Standard Provisions, constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in
this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,”
“tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,
communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act or the Uniform Commercial Code.
20
17. The Company hereby acknowledges that (a) the purchase and sale of the Designated Securities pursuant to any Pricing Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c)
the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for
making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters
have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
18. Other Liabilities Governed by Non-EEA Law. Notwithstanding and to the
exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any BRRD Party and the Company, the Company acknowledges, accepts, and agrees that a BRRD Liability arising under this Agreement may be
subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts, and agrees to be bound by:
| (i) |
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of a BRRD Party to the Company under this Agreement, that (without limitation)
may include and result in any of the following, or some combination thereof:
|
| (a) |
the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
|
| (b) |
the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of a BRRD Party or another person, and the issue to or conferral on the Company of such
shares, securities or obligations;
|
| (c) |
the cancellation of the BRRD Liability; and
|
| (d) |
the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
|
| (ii) |
the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority; and
|
21
| (iii) |
as used in this Section 18, “Bail-in Legislation” means in relation to a member state of the European Economic Area which has
implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation; “BRRD” means
Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “BRRD Liability” means a liability in respect
of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised; “BRRD Party” means a party subject to the Bail-in
Legislation; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor
person) from time to time at http://www.lma.eu.com/pages.aspx?p=499; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any
Bail-in Powers in relation to the relevant BRRD Party.
|
19. Other Liabilities Governed by UK Law. Notwithstanding and to the
exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between any UK Bail-in Party and the Company, the Company acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be
subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:
| (i) |
the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of a UK Bail-in Party to the Company under this Agreement, that
(without limitation) may include and result in any of the following, or some combination thereof:
|
| (a) |
the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;
|
| (b) |
the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of any UK Bail-in Party or another person, and the issue to or conferral on the
Company of such shares, securities or obligations;
|
| (c) |
the cancellation of the UK Bail-in Liability;
|
| (d) |
the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
|
| (ii) |
the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution
authority; and
|
22
| (iii) |
As used in this Section 19, “UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation
applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings); “UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised; “UK
Bail-in Party” means any Underwriter subject to the UK Bail-in Powers of the relevant UK resolution authority; and “UK Bail-in Powers” means the powers under
the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have
effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
|
20. Stabilizing Manager. The Company confirms the appointment of J.P. Morgan
Securities plc as the “Stabilizing Manager” and as the central point responsible for adequate public disclosure of information, and handling any request from a competent
authority, in accordance with Article 6(5) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, including
such regulation as it forms part of United Kingdom domestic law by virtue of the EUWA.
21. Agreement Among Managers. The Underwriters agree as between themselves
that they will be bound by and will comply with the International Capital Markets Association Agreement Among Managers Version 1/New York Law Schedule (the “Agreement Among Managers”)
as amended in the manner set out below. For purposes of the Agreement Among Managers, “Managers” means the Underwriters, “Lead Manager” means the Representatives, “Settlement Lead Manager” means J.P. Morgan Securities plc, “Stabilizing Manager” means J.P. Morgan Securities plc, and “Subscription Agreement” means this Agreement. Clause 3 of the Agreement Among Managers
shall be deleted in its entirety and replaced with Section 9 of this Agreement. Notwithstanding anything contained in the Agreement Among Managers, each Underwriter hereby agrees that the Settlement Lead Manager may allocate such Underwriter’s pro
rata share of expenses contemplated by Section 6 above to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than
90 days following the Time of Delivery.
22. UK MiFIR Product Governance Rules
(a) Solely for the purposes of
the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual
responsibilities of manufacturers under the UK MiFIR Product Governance Rules: (i) J.P. Morgan Securities plc, Citigroup Global Markets Limited, Merrill Lynch International, and Goldman Sachs & Co. LLC (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledge to each other UK Manufacturer that they understand the
responsibilities conferred upon them under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Designated Securities and the related
information set out in the Time of Sale Information, the Prospectus and any announcements in connection with the Designated Securities; and (ii) the Underwriters (other than the UK Manufacturers) and the Company each note the application of the
UK MiFIR Product Governance Rules and each acknowledge the target market and distribution channels identified as applying to the Designated Securities by the UK Manufacturers and the related information set out in the Time of Sale Information,
the Prospectus and any announcements in connection with the Designated Securities.
23
23. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any
Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such party of this Agreement and any interest and obligation in or under this Agreement will be effective to the same
extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any
Underwriter that is a Covered Entity or any BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such
Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United
States.
As used in Section 23:
“BHC Act Affiliate” has the meaning assigned to
the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. 1841(k);
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 382.2(b);
“Default Right” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1 as applicable;
“U.S. Special Resolution Regime” means each of
(i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
24
Pricing Agreement
November 10, 2026
To the several Underwriters named in Schedule I hereto
Ladies and Gentlemen:
Emerson Electric Co., a Missouri corporation (the “Company”), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions, dated November 10, 2026 (the “Standard Provisions”), a copy of which is
attached hereto, to issue and sell to the firms named in Schedule I hereto, the principal amount of the Securities set forth in such Schedule (the “Designated Securities”).
Each of the provisions of the Standard Provisions is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein. Unless
otherwise noted, capitalized terms used herein have the meaning assigned to such terms in the Standard Provisions. For the avoidance of doubt, the term “Designated Securities” shall mean the €750,000,000 4.000% Notes due 2032 (the “Notes”) as set forth in Schedule II hereto.
Each reference to the Underwriters herein and in the provisions of the Standard Provisions shall be deemed to refer to the firms named in Schedule I
hereto. Each reference to the Representatives herein and in the provisions of the Standard Provisions shall be deemed to refer to J.P. Morgan Securities plc, Citigroup Global Markets Limited, Merrill Lynch International, and Goldman Sachs & Co.
LLC, whose authority hereunder and thereunder may be exercised by them jointly.
Subject to the terms and conditions set forth herein (including the Schedules hereto) and in the Standard Provisions incorporated herein by reference,
the Company agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Company the Designated Securities at the purchase price of 99.264% of the entire aggregate principal amount of the Notes.
The Designated Securities will be issued pursuant to the Indenture (the “Base Indenture”), dated as of December 10, 1998, between the Company and
Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, in such capacity, the trustee (the “Trustee”), and the supplemental indenture to the
Base Indenture. Wells Fargo Bank, National Association was successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), and will be in the form of a Global Note
to be issued and delivered in book-entry form through a common depositary or its nominee on behalf of Clearstream Banking, S.A. and Euroclear Bank SA/NV, as operator for the Euroclear System.
J.P. Morgan Securities plc or such other Underwriter as the Underwriters may appoint to settle the Notes (the “Settlement Bank”) acknowledges that the Notes represented by the Global Note will initially be credited to an account (the “Commissionaire Account”)
for the benefit of the Settlement Bank the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Company as the third-party beneficiary
and provide that such Notes are to be delivered to others only against payment of the net subscription monies for the Notes (i.e. less the commissions and expenses to be deducted from the subscription monies) into the Commissionaire Account on a
delivery against payment basis. The Settlement Bank acknowledges that (i) the Notes represented by the Global Note shall be held to the order of the Company as set out above and (ii) the net subscription monies for the Notes received in the
Commissionaire Account (i.e. less the commissions and expenses deducted from the subscription monies) will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Bank undertakes that the net
subscription monies for the Notes (i.e. less the commissions and expenses deducted from the subscription monies) will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company
acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Belgian or Luxembourg Civil Code, as applicable, in
respect of the Commissionaire Account.
[Signature pages follow].
If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Underwriting Agreement Standard Provisions incorporated herein by reference, shall constitute a binding agreement among the Underwriters and the Company.
|
Very truly yours,
|
|||
|
Emerson Electric Co.
|
|||
|
By:
|
/s/ J.H. Thomasson
|
||
|
Name:
|
J.H. Thomasson
|
||
|
Title:
|
Vice President and Treasurer
|
||
Acceptance as of the date hereof:
November 10, 2026
|
J.P. Morgan Securities plc
|
|||
|
By:
|
/s/ Francesca Schmidt-Fischer
|
||
|
Name:
|
Francesca Schmidt-Fischer
|
||
|
Title:
|
Executive Director
|
||
Acceptance as of the date hereof:
November 10, 2026
|
Citigroup Global Markets Limited
|
|||
|
By:
|
/s/ Paula Clarke
|
||
|
Name:
|
Paula Clarke
|
||
|
Title:
|
Delegated Signatory
|
||
Acceptance as of the date hereof:
November 10, 2026
|
Merrill Lynch International
|
|||
|
By:
|
/s/ Angus Reynolds
|
||
|
Name:
|
Angus Reynolds
|
||
|
Title:
|
Managing Director
|
||
Acceptance as of the date hereof:
November 10, 2026
|
Goldman Sachs & Co. LLC
|
|||
|
By:
|
/s/ Jonathan Zwart
|
||
|
Name:
|
Jonathan Zwart
|
||
|
Title:
|
Managing Director
|
||
Acceptance as of the date hereof:
November 10, 2026
|
HSBC Bank plc
|
|||
|
By:
|
/s/ Paul Phelps
|
||
|
Name:
|
Paul Phelps
|
||
|
Title:
|
Authorised signatory
|
||
Acceptance as of the date hereof:
November 10, 2026
|
Barclays Bank PLC
|
|||
|
By:
|
/s/ Mirrette Grant
|
||
|
Name:
|
Mirrette Grant
|
||
|
Title:
|
Authorised Signatory
|
||
Acceptance as of the date hereof:
November 10, 2026
|
BNP PARIBAS
|
|||
|
By:
|
/s/ Rafael Ribeiro
|
||
|
Name:
|
Rafael Ribeiro
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Pasquale A. Perraglia IV
|
||
|
Name:
|
Pasquale A. Perraglia IV
|
||
|
Title:
|
Managing Director
|
||
Acceptance as of the date hereof:
November 10, 2026
|
Deutsche Bank AG, London Branch
|
|||
|
By:
|
/s/ Ritu Ketkar
|
||
|
Name:
|
Ritu Ketkar
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ John Han
|
||
|
Name:
|
John Han
|
||
|
Title:
|
Managing Director
|
||
Acceptance as of the date hereof:
November 10, 2026
|
Wells Fargo Securities International Limited
|
|||
|
By:
|
/s/ Bradley Cooper
|
||
|
Name:
|
Bradley Cooper
|
||
|
Title:
|
Executive Director, DCM
|
||
Acceptance as of the date hereof:
November 10, 2026
|
Mischler Financial Group, Inc.
|
|||
|
By:
|
/s/ Doyle L. Holmes
|
||
|
Name:
|
Doyle L. Holmes
|
||
|
Title:
|
President
|
||
Acceptance as of the date hereof:
November 10, 2026
|
Stern Brothers & Co.
|
|||
|
By:
|
/s/ Kit Turner
|
||
|
Name:
|
Kit Turner
|
||
|
Title:
|
Managing Director
|
||
Schedule I to Pricing Agreement
|
Underwriters
|
Principal Amount of 2032 Notes to be Purchased
|
|||
|
J.P. Morgan Securities plc
|
€
|
120,000,000
|
||
|
Citigroup Global Markets Limited
|
120,000,000
|
|||
|
Merrill Lynch International
|
120,000,000
|
|||
|
Goldman Sachs & Co. LLC
|
120,000,000
|
|||
|
HSBC Bank plc
|
52,500,000
|
|||
|
Barclays Bank PLC
|
52,500,000
|
|||
|
BNP PARIBAS
|
52,500,000
|
|||
|
Deutsche Bank AG, London Branch
|
52,500,000
|
|||
|
Wells Fargo Securities International Limited
|
52,500,000
|
|||
|
Mischler Financial Group, Inc.
|
3,750,000
|
|||
|
Stern Brothers & Co.
|
3,750,000
|
|||
|
TOTAL:
|
€
|
750,000,000
|
||
Representatives:
J.P. Morgan Securities plc
c/o J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Email: emea_syndicate@jpmorgan.com,
Attention: Head of International Syndicate
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attention: Debt Syndicate Desk
Telephone No: +44 20 7986 4000
Merrill Lynch International
c/o Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Email: dcm_london@bofa.com
Attention: Syndicate Desk
Goldman Sachs & Co. LLC
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
United States of America
Schedule II to Pricing Agreement
|
Free Writing Prospectus
Filed pursuant to Rule 433
Dated November 10, 2026
Relating to
Preliminary Prospectus Supplement dated November 10, 2026 to
Prospectus dated November 9, 2026
Registration Statement No. 333-299935
|
Final Term Sheet
€750,000,000 4.000% Notes due 2032
|
Issuer:
|
Emerson Electric Co.
|
|
Legal Entity Identifier:
|
FGLT0EWZSUIRRITFOA30
|
|
Principal Amount:
|
€750,000,000
|
|
Title of Securities:
|
4.000% Notes due 2032 (the “Notes”)
|
|
Trade Date:
|
November 10, 2026
|
|
Original Issue/Settlement Date**:
|
November 13, 2026 (T+3)
|
|
Security Type:
|
Senior Unsecured
|
|
Offering Format:
|
SEC Registered
|
|
Coupon:
|
4.000%
|
|
Stated Maturity Date:
|
November 13, 2032
|
|
Benchmark Bund:
|
DBR 1.700% due August 15, 2032
|
|
Benchmark Bund Price and Yield:
|
92.470%; 3.150%
|
|
Spread to Benchmark Bund:
|
+91.900 bps
|
|
Mid-Swap Yield:
|
3.319%
|
|
Spread to Mid-Swap Yield:
|
+75 bps
|
|
Yield to Maturity:
|
4.069%
|
|
Public Offering Price:
|
99.639%
|
|
Gross Proceeds to Issuer:
|
€747,292,500
|
|
Interest Payment Date:
|
November 13 of each year, beginning on November 13, 2027
|
|
Optional Redemption Provision:
|
|
|
Make-Whole Call:
|
Prior to September 13, 2032, make-whole call at Bunds plus 15 bps plus accrued and unpaid interest to the redemption date
|
|
Par Call:
|
On or after September 13, 2032, at par plus accrued and unpaid interest to the redemption date
|
|
CUSIP:
|
291011 BW3
|
|
ISIN:
|
XS3567752525
|
|
Common Code:
|
356775252
|
|
Denominations:
|
€100,000 and integral multiples of €1,000 in excess thereof
|
|
Expected Ratings (Moody’s / S&P)*:
|
[Intentionally Omitted]
|
|
Day Count Convention:
|
Actual / Actual (ICMA)
|
|
Expected Listing:
|
Application will be made to list the Notes on the New York Stock Exchange
|
|
Stabilization:
|
Stabilization/FCA
|
|
Target Market/PRIIPs/CCI:
|
MIFID II/UK MiFIR Product Governance Rules professionals/ECPs-only / No PRIIPs KID or CCI disclosure document – Manufacturer target market (MIFID II/UK MiFIR
Product Governance Rules) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) or CCI disclosure document required by UK DISC has been prepared as not available to
retail investors in the EEA or United Kingdom
|
|
Joint Book-Running Managers:
|
J.P. Morgan Securities plc
Citigroup Global Markets Limited
Merrill Lynch International
Goldman Sachs & Co. LLC
HSBC Bank plc
Barclays Bank PLC
BNP PARIBAS
Deutsche Bank AG, London Branch
Wells Fargo Securities International Limited
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Co-Managers:
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Mischler Financial Group, Inc.
Stern Brothers & Co.
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* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal
at any time.
** It is expected that delivery of the Notes offered hereby will be made against payment thereof on or about November 13, 2026, which will be the third Euroclear Bank, S.A./N.V. or Clearstream Banking, S.A.
business day following the date of pricing of the Notes (such settlement cycle being herein referred to as “T+3”). Under Rule 15c6-1, under the Exchange Act, trades in the secondary market generally are required to settle in one business day,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before the delivery of the Notes will be required, by virtue of the fact that the Notes initially will
settle T+3, to specify an alternate arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery should consult their own advisors.
The Notes will be represented by beneficial interests in fully registered permanent global notes (the “International Global
Notes”) without interest coupons attached, which will be registered in the name of, and shall be deposited on or about November 13, 2026 with a common depositary for, and in respect of interests held through, Euroclear Bank, S.A./N.V., as operator
of the Euroclear System (“Euroclear”), and Clearstream Banking, S.A. (“Clearstream”). Any Notes represented by global notes held by a nominee of Euroclear or Clearstream will be subject to the then applicable procedures of Euroclear and
Clearstream, as applicable. Euroclear and Clearstream’s current practice is to make payments in respect of global notes to participants of record that hold an interest in the relevant global notes at the close of business on the date that is the
clearing system business day (for these purposes, Monday to Friday inclusive except December 25th and January 1st) immediately preceding the interest payment date.
This term sheet is not a prospectus for the purposes of Regulation (EU) 2017/1129 or the United Kingdom Public Offers and
Admissions to Trading Regulations 2024 (“POATRs”).
MIFID II AND UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND
ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET / NO PRIIPs KID OR UK CCI Disclosure Document — Manufacturer target market is eligible counterparties and professional clients only (all distribution channels). No
key information document (“KID”) under Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) or Disclosure Document under the FCA Product Disclosure Sourcebook (“DISC”) has been prepared as the Notes are not available to retail
investors in the European Economic Area (the “EEA”) or the United Kingdom (“UK”).
In the EEA, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within
the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as
amended. Consequently, no KID required by the PRIIPs Regulation for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In the UK, the Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or both) of the following (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (ii) not a qualified investor as defined in Paragraph 15 of Schedule 1 to the POATRs. Consequently, no key information document required by DISC for offering, selling
or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be
unlawful under DISC or the Consumer Composite Investments (Designated Activities) Regulations 2024.
This term sheet is only for distribution to and directed at: (i) in the UK, persons having professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and high net worth entities falling within Article 49(2)(a) to (d) of the Order; (ii) persons who are outside
the UK; and (iii) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this term sheet relates is available only to and
will be engaged in only with Relevant Persons, and any person who is not a Relevant Person should not rely on it.
Relevant stabilization regulations including FCA/ICMA will apply.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S.
Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the
issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by contacting J.P. Morgan Securities plc at +44-20 7134-2468 (Non-US investors), or J.P. Morgan Securities LLC collect at +1-212-834-4533 (US investors),
Citigroup Global Markets Limited at +1-800-831-9146, Merrill Lynch International at +1-800-294-1322, or Goldman Sachs & Co. LLC at +1-866-471-2526 or by emailing prospectus-ny@ny.email.gs.com.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be
disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
Schedule III to Pricing Agreement
List of Issuer Free Writing Prospectuses:
| • |
Free writing prospectus dated November 10, 2026 filed pursuant to Rule 433 relating to Preliminary Prospectus Supplement dated November 10, 2026 to Prospectus dated November 9, 2026
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Exhibit 4.1
EMERSON ELECTRIC CO.
as Issuer
and
COMPUTERSHARE TRUST COMPANY, N.A.
as Trustee
FOURTH SUPPLEMENTAL INDENTURE
Dated as of November 13, 2026
€750,000,000 4.000% Notes due 2032
FOURTH SUPPLEMENTAL INDENTURE, dated as of November 13, 2026 (this “Fourth Supplemental Indenture”),
by and between EMERSON ELECTRIC CO., a Missouri corporation (the “Issuer”) and Computershare
Trust Company, N.A., as successor to Wells Fargo Bank, National Association, a national banking association, as successor to The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York), as the trustee (the “Trustee”).
RECITALS
WHEREAS, the
Issuer had heretofore executed and delivered to the Trustee an Indenture dated as of December 10, 1998 (the “Original Indenture” and, together with this Fourth Supplemental Indenture, the “Indenture”) providing for the issuance by the Issuer from
time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (in the Original Indenture and herein called the “Securities”); and
WHEREAS,
Section 8.1 of the Original Indenture provides, among other things, that the Issuer and the Trustee may, without the consent of Holders, enter into indentures supplemental to the Original Indenture to create one or more series of the Issuer’s
Securities and establish the form, terms and conditions thereof, as permitted by Sections 2.1 and 2.3 of the Original Indenture;
WHEREAS, the Issuer desires to create and provide for the issuance of new Securities to be designated as the “4.000% Notes due 2032” (the “Notes”);
WHEREAS, pursuant to Sections
6.2, 8.4 and 13.5 of the Original Indenture, an Officers’ Certificate and an Opinion of Counsel have been delivered to the Trustee stating that the execution and delivery of this Fourth Supplemental Indenture is authorized or permitted by the
Original Indenture and complies with the applicable provisions thereof and that all conditions precedent provided for in the Original Indenture relating to the execution of this Fourth Supplemental Indenture have been complied with; and
WHEREAS,
all acts and things necessary to make the Notes, when the Notes have been executed by the Issuer, authenticated by the Authenticating Agent, issued upon the terms and subject to the conditions set forth hereinafter and in the Original Indenture
and delivered as provided in the Indenture against payment therefor, valid, binding and legal obligations of the Issuer, enforceable against the Issuer according to their terms, and all actions required to be taken by the Issuer under the
Original Indenture to make this Fourth Supplemental Indenture a valid, binding and legal agreement of the Issuer, have been done;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
APPLICATION OF SUPPLEMENTAL INDENTURE
AND CREATION OF NOTES
SECTION 1.01. Application of this Fourth Supplemental Indenture.
Notwithstanding any other provision of this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture, including the covenants set forth herein, are expressly and solely for the benefit of the Holders of the Notes. The
Notes constitute a separate series of Securities as provided in Section 2.3 of the Original Indenture.
SECTION 1.02. Definitions.
(a) Capitalized terms used in this Fourth Supplemental Indenture and not otherwise defined herein shall have the meanings ascribed to them in the
Original Indenture.
(b) To the extent a defined term is defined both in this Fourth Supplemental Indenture, including the Exhibits hereto, and in the Original Indenture,
the definition in this Fourth Supplemental Indenture, including the Exhibits hereto, shall govern with respect to the Notes.
(c) For purposes of the Trust Indenture Act, “indenture trustee” or “institutional trustee” shall mean the Trustee.
(d) In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms
defined:
“Additional Amounts” has the meaning set forth in Section 2.07 hereof.
“Agency Agreement” means the Agency Agreement by and among the Issuer, the Paying Agent, the Security Registrar, the Authenticating Agent, and the Trustee effective as of November 13, 2026.
“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 2.09 hereof to act on behalf of the Trustee to authenticate Securities of one or more series.
“Business Day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the City of New York or London and on which the real time gross
settlement system operated by Eurosystem (the T2 system), or any successor thereto, operates.
“Clearstream” means Clearstream Banking, S.A.
“Code” has the meaning set
forth in Section 2.07.
“Comparable Government Bond” means,
in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Notes to be redeemed, or
if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers
in, German federal government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
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“Comparable Government Bond Rate” means, with respect to any Redemption Date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be
purchased at such price on the third Business Day prior to the Redemption Date, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable
Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
“Corporate Trust Office” shall
be for the purposes of (a) Sections 7.5 and 13.4 in the Original Indenture, the office of the Trustee, which office is, at the date of this Fourth Supplemental Indenture, located at Computershare Trust Company, N.A., 1505 Energy Park Drive, St.
Paul, Minnesota 55108, Attention: CCT Administrator for Emerson Electric Co., (b) Section 2.8 of the Original Indenture and the provisions of Section 3.2 of the Original Indenture relating to the registration of transfer or exchange of the Notes,
the office of the Security Registrar, which office is, as of the date of this Fourth Supplemental Indenture, located at U.S. Bank Trust Company National Association, 100 Wall Street, 20th Floor, New York, New York 10005, (c) the other
provisions of Section 3.2 of the Original Indenture, the office of the Paying Agent, which office is, at the date of this Fourth Supplemental Indenture, located at U.S. Bank Europe DAC, UK Branch, 125 Old Broad Street, Fifth Floor, London EC2N 1
AR, United Kingdom, Attention: Relationship Management, or (d) in each case such other addresses as to which Trustee, the Security Registrar or the Paying Agent, as the case may be, may give notice to the Issuer.
“Depositary” means, with respect to the Notes, U.S. Bank Europe DAC, as common depositary, or its nominee, on behalf of Euroclear and Clearstream, or any successor entity thereto. For the purposes of this Fourth Supplemental Indenture only, the third
paragraph under Section 2.4 of the Original Indenture is replaced in its entirety by the following:
“For Securities of any series that are denominated in United States
dollars, each Depositary designated pursuant to Section 2.3 for a Global Security in registered form must, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and shall be eligible to serve as such under any other applicable statute or regulation. Without limiting the foregoing, Euroclear Bank SA/NV and Clearstream Banking, S.A.,
and their nominees and successors, are expressly authorized to be designated as Depositary pursuant to Section 2.3.”
“Dollar”
and “$” means the lawful currency of the United States of America.
“€” or “euro” means the single currency introduced at the third stage of the European Economic and Monetary Union pursuant to the Treaty on the Functioning of the
European Union, as amended from time to time.
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“Euroclear”
means Euroclear Bank SA/NV, as operator of the Euroclear System.
“Fourth Supplemental Indenture” has the meaning set forth in the Recitals hereto.
“Global Note”
means a single permanent fully-registered global note in book-entry form, without coupons, deposited with, or on behalf of, the Depositary or its nominee, and registered in the name of the Depositary or its nominee, substantially in the form of
Exhibit A attached hereto, as applicable. A Global Note is a “Global Security” within the meaning of the Original Indenture.
“Indenture”
means the Original Indenture as supplemented and amended by this Fourth Supplemental Indenture.
“Interest Payment Date” has the meaning set forth in Section 2.03(c) hereof.
“Maturity Date” has the meaning
set forth in Section 2.03(b) hereof.
“Notes” has the
meaning set forth in the Recitals hereto.
“Original Indenture” has the meaning set forth in the Recitals hereto.
“Par Call Date” means September 13, 2032.
“Paying Agent” means any Person authorized by the Issuer to pay the principal of or any premium or interest on the Notes on behalf of the Issuer.
“Paying Agent Office” means the designated office of the Paying Agent of which the corporate trust paying agent office of the Paying Agent shall, at any particular time, be administered, which office is, at the date of this Fourth
Supplemental Indenture, located at 125 Old Broad Street, Fifth Floor, London EC2N 1 AR, United Kingdom, Attention: Relationship Management.
“Redemption Date” means the Business Day on which Notes are redeemed by the Issuer pursuant to Sections 3.01 or 3.02 hereof.
“Redemption Price” means the price at which Notes are redeemed by the Issuer pursuant to Sections 3.01 or 3.02 hereof.
“Registered Securities” means any Notes which are registered in the security register.
“Regular Record Date” has the meaning set forth in Section 2.03(c) hereof.
“Security Registrar” means any Person authorized by the Issuer to maintain the security register for the purpose of registering and transferring the Notes.
“Signature Law” has the meaning set forth in Section 6.07.
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ARTICLE II
CREATION, FORMS,
TERMS, CONDITIONS AND COVENANTS OF THE SECURITIES
Section 2.01. Creation of the Notes. In accordance with Section 2.3 of the Original
Indenture, the Issuer hereby creates the Notes as a separate series of its Securities issued pursuant to the Indenture. The Notes shall be issued initially in an aggregate principal amount of €750,000,000, except as permitted by Sections 2.8, 2.9
or 2.11 of the Original Indenture.
Section 2.02. Form of the Notes. The Notes shall be issued in the form of a Global Note,
duly executed by the Issuer and authenticated by the Authenticating Agent, which shall be deposited with, or on behalf of, the Depositary or its nominee, as common depositary for, and in respect of interests held through, Euroclear and Clearstream,
and registered in the name of such common depositary or its nominee for the accounts of Euroclear and Clearstream. The Notes and the Trustee’s and Authenticating Agent’s Certification of Authentication in respect thereof shall be substantially in
the form of Exhibit A attached hereto. So long as Euroclear or Clearstream or their nominee or the Depositary or its nominee is the Holder of any Global Notes, Euroclear, Clearstream, the Depositary or their respective nominees, as the case may be,
shall be considered the sole owner or Holder of the Notes represented by such Global Notes for all purposes under the Indenture and the Notes. Except as set forth in Section 2.03(d) hereof, the Global Notes may be transferred, in whole and not in
part, only to Euroclear or Clearstream or their respective nominees only through records maintained by Clearstream and Euroclear (with respect to beneficial interests of participants) or by participants or Persons that hold interests through
participants (with respect to beneficial interests of beneficial owners), and owners of beneficial interests in the Global Notes will not be entitled to have the Notes registered in their names and will not receive or be entitled to receive
physical delivery of Notes in definitive form. Payments of principal, premium, if any, and interest in respect of the Global Notes will be made to Euroclear, Clearstream, such nominee or such Depositary, as the case may be, as Holder thereof. None
of the Issuer, the Trustee, any underwriter or any affiliate of any of the above or any Person by whom any of the above is “controlled,” as such term is defined in the Securities Act, will have any responsibility or liability for any records
relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The terms and provisions contained in the form
of Global Notes attached hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Fourth Supplemental Indenture and the Issuer, by its execution and delivery of this Fourth Supplemental Indenture, expressly agrees to such
terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be
conclusive evidence of such approval) and are not inconsistent with the provisions of the Indenture (and which do not affect the rights, duties or immunities of the Trustee), or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed. For the purposes of this Fourth Supplemental Indenture only, the Global Security Legend for
the Notes shall be the legends set forth at the beginning of the forms of Global Notes attached hereto as Exhibit A, and such legends shall apply in lieu of the legend set forth in Section 2.4 of the Original Indenture.
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Section 2.03. Terms, Conditions and Covenants of the Notes. The Notes shall be governed by
all the terms, conditions and covenants of the Original Indenture, as supplemented by this Fourth Supplemental Indenture. In particular, the following provisions shall be terms of the Notes:
(a) Title and Aggregate Principal Amount. The title of the Notes shall be as specified in
the Recitals; and the aggregate principal amount of the Notes shall be as specified in Section 2.01 of this Article II, except as permitted by Section 2.8, 2.9 or 2.11 of the Original Indenture.
(b) Stated Maturity. The Notes shall mature, and the unpaid principal thereon shall be
payable, on November 13, 2032 (the “Maturity Date”), subject to the provisions of the Original Indenture and Article III below.
(c) Interest. The rate per annum at which interest shall be payable on the Notes shall be
4.000%. Interest on the Notes shall be payable annually in arrears on each November 13, commencing on November 13, 2027 (an “Interest Payment Date”), to the Persons in whose names the Notes are registered in the security register applicable to the
Notes at the close of business on the immediately preceding November 3 prior to the applicable Interest Payment Date regardless of whether such day is a Business Day (each, a “Regular Record Date”). Interest on the Notes shall be computed on the
basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or November 13, 2026, if no interest has been paid on
the Notes), to, but excluding, the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. Interest on the Notes shall accrue
from and including November 13, 2026. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the related payment of interest or principal, as applicable, will be made on the next Business Day with the same force
and effect as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be, to the date the payment is made.
Interest payments will include accrued interest from and including the date of issue or from and including the last date in respect to which interest has been paid, as the case may be, to, but excluding, the Interest Payment Date or the Maturity
Date, as the case may be.
(d) Registration and Form. The Notes shall be issuable as Registered Securities as
provided in Section 2.02 of this Article II, subject to Article IV. The Notes shall be issued and may be transferred only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. All payments of principal, premium,
Redemption Price and accrued and unpaid interest in respect of the Notes shall be made by the Issuer in immediately available funds and shall be payable in euro and, subject to Section 2.10(c) hereof, not any other currency.
(e) Defeasance and Covenant Defeasance. The provisions for defeasance in Section 12.2 of
the Original Indenture, and the provisions for covenant defeasance in Section 12.3 of the Original Indenture, shall be applicable to the Notes.
6
(f) Further Issues. Notwithstanding anything to the contrary contained herein or in the
Original Indenture, the Issuer may, from time to time, without the consent of or notice to the beneficial owners, create and issue further debt securities having the same ranking and terms and conditions as the Notes in all respects, except for
issue date and, in some cases, the public offering price and the first Interest Payment Date. Additional Notes issued in this manner shall be consolidated with, and shall form a single series with, the previously outstanding Notes; provided that if such additional Notes are not fungible with the previously issued Notes for U.S. federal income tax purposes, such additional Notes will have separate CUSIP and
ISIN numbers. Notice of the issuance of any such additional Notes shall be given by the Issuer to the Trustee, the Paying Agent, the Security Registrar and the Authenticating Agent and a new supplemental indenture shall be executed in connection
therewith. No such additional Notes may be issued if an Event of Default has occurred and is continuing with respect to the Notes.
(g) Other Terms, Conditions and Covenants. The Notes shall have such other terms,
conditions and covenants as provided in the form thereof attached as Exhibit A.
Section 2.04. [Intentionally omitted]
Section 2.05. Ranking. The Notes shall be general unsecured obligations of the Issuer. The
Notes shall rank pari passu in right of payment with all unsecured and unsubordinated indebtedness of the Issuer and senior in right of payment to all subordinated
indebtedness of the Issuer.
Section 2.06. Sinking Fund. The Notes will not be entitled to any sinking fund.
Section 2.07. Payment of Additional Amounts.
(a) The Issuer will, subject to the exceptions and limitations set forth below, pay such additional amounts (“Additional Amounts”) as will result in
the receipt by each beneficial owner of a Note that is not a United States person (as defined in clause (c) below) of such amounts, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the
United States or a taxing authority in the United States (including any withholding or deduction with respect to the payment of such additional amounts) as would have been received had no such withholding or deduction been required; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder
holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or possessor of a power over, the Holder or beneficial owner if the Holder or beneficial owner is an estate, trust, partnership, corporation or
other entity, being considered as:
(a) being or having been engaged in a trade or business in the United States or having been present in the United States or having
had a permanent establishment in the United States;
(b) having a current or former connection with the United States (other than a connection arising solely as a result of the
ownership of the Notes, the receipt of any payment thereon or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
7
(c) being or having been a personal holding company, a passive foreign investment company, a controlled foreign corporation, or a
foreign tax-exempt organization for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a “10-percent shareholder” of the Issuer as defined in Section 871(h)(3) of the United States Internal
Revenue Code of 1986, as amended (the “Code”), or any successor provision; or
(e) being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business;
(2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited
liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have
been entitled to the payment of such Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to
comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of such Holder or other person, if compliance is required by statute, by regulation
of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction in, such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding from payments on the Notes;
(5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, treaty, regulation or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;
(7) to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of or premium, if
any, or interest on any note, if such payment can be made without such withholding by at least one other Paying Agent;
(8) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any note, where
presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
8
(9) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions),
any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement or any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
(10) in the case of any combination of clauses (1), (2), (3), (4), (5), (6), (7), (8) and (9).
(b) The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the
Notes. Except as specifically provided under this Section 2.07, the Issuer will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or
in any government or political subdivision.
(c) As used under this Section 2.07, the term “United States” means the United States of America (including the states of the United States and the
District of Columbia and any political subdivision thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity
created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or any
estate or trust the income of which is subject to United States federal income taxation regardless of its source.
(d) Whenever in the Indenture (including the Notes) there is referenced, in any, context, the payment of amounts based on the payment of principal of,
or premium, if any, or interest on, the Notes, or any other amount payable thereunder or with respect thereto, such reference will be deemed to include the payment of Additional Amounts as described under this Section 2.07 to the extent that, in
such context, Additional Amounts are, were or would be payable in respect thereof. If Additional Amounts are payable on the Notes, the Issuer shall provide an Officers’ Certificate to the Trustee and the Paying Agent on or before the date such
Additional Amounts are payable setting forth the amount of such Additional Amounts in reasonable detail. The Trustee and the Paying Agent may provide a copy of such Officers’ Certificate or other notice received from the Issuer relating to
Additional Amounts to any Holder upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee and the Paying Agent may assume without inquiry that no such Additional
Amounts are payable. The Trustee and the Paying Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any Additional Amounts are payable, or with respect to the nature, extent, or calculation of the
amount of any Additional Amounts owed, or with respect to the method employed in such calculation of any Additional Amount. If the Issuer has paid Additional Amounts directly to the Persons entitled to it, the Issuer shall deliver to the Trustee
and the Paying Agent an Officers’ Certificate setting forth the particulars of such payment.
9
Section 2.08. Paying Agent and Security Registrar.
The Issuer shall maintain a Paying Agent authorized by the Issuer. The Issuer hereby authorizes U.S. Bank Europe DAC, UK Branch to initially act as the
Paying Agent for the Notes. The Issuer shall maintain a Security Registrar. The Issuer hereby authorizes U.S. Bank Trust Company, National Association to initially act as Security Registrar for the Notes.
For so long as the Notes are represented in the form of a Global Note, the Issuer shall, through the Paying Agent, make all payments of principal and
interest by wire transfer of immediately available funds in euro to the Depositary or its nominee, as the case may be, as the registered owner and Holder of any Global Notes representing such Notes. In the event that Notes in definitive form shall
have been issued, payments (including principal, premium, if any, and interest) with respect to the Notes in definitive form will be payable at the Paying Agent Office, or, at the Issuer’s option, by check mailed to the Holders thereof at the respective addresses set forth in the security register, provided that all payments (including
principal, premium, if any, and interest) on Notes in definitive form, for which the Holders thereof have given wire transfer instructions to the Paying Agent at least ten Business Days prior to the applicable payment date, will be required to be
made by wire transfer of immediately available funds in euro to the accounts specified by the Holders thereof, subject, in each case, to surrender of the Notes to the Paying Agent in the case of payments of principal or premium.
No service charge will be made for any transfer or exchange of the Notes, but the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with a transfer or exchange.
Section 2.09. Authenticating Agent.
The Trustee may appoint an Authenticating Agent reasonably acceptable to the Issuer. Unless limited by the terms of such appointment, an Authenticating
Agent may authenticate Securities whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent.
The Trustee hereby appoints U.S. Bank Europe DAC, UK Branch as an Authenticating Agent to authenticate and deliver the Notes on behalf of the Trustee.
U.S. Bank Europe DAC, UK Branch as an Authenticating Agent is acceptable to the Issuer.
Section 2.10. Issuance in Euro.
(a) Initial Holders of the Notes will be required to pay for the Notes in euro, and principal, premium, if any, and interest payments on the Notes,
including any payments made upon any redemption of the Notes, will be payable in euro.
(b) Distributions of principal, premium, if any, and interest with respect to the Global Notes will be credited in euro to the extent received by
Euroclear or Clearstream from the Paying Agent to the cash accounts of Euroclear or Clearstream customers in accordance with the relevant system’s rules and procedures.
10
(c) If, on or after the date of issuance of the Notes, the Issuer is unable to obtain euro in amounts sufficient to make a required payment under the
Notes due to the imposition of exchange controls or other circumstances beyond the Issuer’s control (including the dissolution of the European Monetary Union) or if the euro is no longer being used by the then member states of the European Monetary
Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in Dollars until the euro is
again available to the Issuer or so used. In such circumstances, the amount payable on any date in euro will be converted into Dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day
prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the then most recent euro/Dollar exchange rate available on or prior to the second Business Day prior to the
relevant payment date, as determined by the Issuer in its sole discretion. Any payment in respect of the Notes so made in Dollars will not constitute an Event of Default under the Notes or the Indenture. Neither the Trustee nor the Paying Agent
shall have any responsibility for any calculation or conversion in connection with the foregoing.
(d) The Trustee shall not have any liability (i) for the conversion of any currency, (ii) in connection with any exchange rate or other information
used in any currency conversion, or (iii) for any exchange risk in connection with any conversion, payment or otherwise, and further, shall only accept or disburse funds hereunder or in connection herewith in Dollars.
ARTICLE III
REDEMPTIONS
Section 3.01. Optional Redemption.
(a) Prior to the Par Call
Date. The Notes will be redeemable, either in whole or from time to time in part, at the option of the Issuer, prior to the Par Call Date, upon not less than 15 days and not more than 60 days prior notice transmitted to the
Holders of the Notes to be redeemed, at a Redemption Price equal to the greater of:
(i) 100 percent of the
principal amount of such Notes to be redeemed, and
(ii) the sum of the
present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to that Redemption Date) discounted to that Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable
Comparable Government Bond Rate plus 15 basis points,
plus, in either case, accrued and unpaid interest on the principal amount being redeemed to that Redemption Date.
(b) On or After the Par Call Date. The Notes will be redeemable, either in whole or from time to time in part, at the option of the Issuer, on or after the Par Call Date, upon not less than 15 days and not more than 60 days
prior notice transmitted to the Holders of the Notes to be redeemed, at a Redemption Price equal to 100 percent of the principal amount of the Notes being redeemed, plus, in each case, accrued and unpaid interest on the principal amount being
redeemed to the applicable Redemption Date.
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(c) Accrued Interest. Notwithstanding subsections (a) and (b) above, installments of
interest on the Notes which are due and payable on the Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the Holders of those Notes as of the close of business on the relevant Regular
Record Date, according to the terms of the Notes and the Indenture. On and after the Redemption Date, interest will cease to accrue on the Notes or any portion of the Notes that are called for redemption (unless the Issuer defaults in the payment
of the Redemption Price).
(d) Notice. Notices of any optional redemption shall be mailed or otherwise transmitted in
accordance with the applicable procedures of Euroclear or Clearstream to the holders of Notes being redeemed not less than 15 days and not more than 60 days before the redemption date of the Notes being redeemed. The Issuer shall notify the Trustee
and the Paying Agent of the Redemption Price promptly after the calculation thereof and in any event no later than two Business Days prior to the Redemption Date, and the Trustee and the Paying Agent shall not be responsible for such calculation.
(e) Payment. On or prior to 10:00 a.m., London time, on the Redemption Date (or such later
time as may be agreed between the Issuer and the Paying Agent), the Issuer shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of, and accrued interest on, the Notes to be redeemed to, but excluding, the
Redemption Date.
(f) Selection of Notes. If less than all of the Notes are to be redeemed, the Notes to be
redeemed shall be selected by the Paying Agent by a method the Paying Agent deems to be fair and appropriate or, in the event that the Notes are represented by one or more Global Notes, beneficial interests therein shall be selected for redemption
by Clearstream and Euroclear in accordance with their respective applicable procedures therefor. If the Notes are listed on any national securities exchange, Euroclear or Clearstream will select Notes in compliance with their respective procedures
and those of the principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of a principal amount of €100,000 or less shall be redeemed in part.
In any case, the principal amount of any Note remaining outstanding after a redemption in part shall be €100,000 or an integral multiple of €1,000 in excess thereof.
Section 3.02. Tax Redemption. If, as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated under the laws) or treaties of the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such
laws, regulations, rulings or treaties, which change or amendment is announced or becomes effective on or after the date of issuance of the Notes, the Issuer becomes or will become obligated to pay additional amounts as described herein under
Section 2.07 with respect to the Notes, then the Issuer may at any time at its option redeem, in whole, but not in part, the outstanding Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100 percent of
their principal amount, together with accrued and unpaid interest on those Notes to, but not including, the date fixed for redemption; provided such obligation cannot be avoided by its taking reasonable measures available to it, not including
substitution of the obligor under the Notes.
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ARTICLE IV
TRANSFER AND EXCHANGE
Section 4.01. Transfer and Exchange.
For the purposes of this Fourth Supplemental Indenture only, the fifth and sixth paragraphs under Section 2.8 of the Original Indenture are replaced in
their entirety by the following:
“The Notes shall not be convertible into, or exchangeable for, any other securities of the Issuer, except that the Notes shall be exchangeable for
other Notes to the extent provided for in the Original Indenture and subject to the conditions set forth below. Subject to certain conditions, the Notes represented by any Global Securities are exchangeable for Securities in definitive form of like
tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof if:
(1) the Depositary provides notification that it is unwilling, unable or no longer qualified to continue as depositary for the Global Securities and a
successor is not appointed by the Issuer within 90 days;
(2) the Issuer has been notified that both Clearstream and Euroclear have been closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available;
(3) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Securities in
definitive form; or
(4) an event of default entitling the Holders of the Notes to accelerate the maturity thereof has occurred and is continuing.
Upon the occurrence of any of the preceding events above, the Issuer will notify the Trustee, the Paying Agent, the Security Registrar and the
Authenticating Agent in writing that, upon surrender by the participants of their interest in such Global Securities, Securities in definitive form will be issued to each Person that such participants and the Depositary identify as being the
beneficial owner of the related Securities. Beneficial interests in Global Securities may be exchanged for Securities in definitive form of the same series upon request but only upon at least 30 days’ prior written notice given to Trustee by or on
behalf of the Depositary in accordance with customary procedures. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.8, 2.9 and 2.11 hereof. Except as otherwise provided above in this Section 2.8,
every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.8 or Sections 2.9 and 2.11 of the Original Indenture, shall be authenticated and delivered in the form
of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.8.
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In all cases, definitive Securities delivered in exchange for any Global Security or beneficial interest therein will be registered in the names, and
issued in any approved denominations, requested by or on behalf of Clearstream and Euroclear (in accordance with their customary procedures).”
ARTICLE V
OFFICES AND ROLES
Section 5.01. Offices for Payment. U.S. Bank Europe DAC, UK Branch will initially act as
the Paying Agent and Authenticating Agent for the Notes and U.S. Bank Trust Company, National Association will initially act as the Security Registrar for the Notes, including in each case for the purposes of Section 3.2 of the Original Indenture.
The Notes may be presented for payment at the Paying Agent Office of the Paying Agent or at any other agency as may be appointed from time to time by the Issuer, subject to Section 2.08 hereof.
Section 5.02. Certain Roles.
(a) Each reference to the Trustee or any agent in the Original Indenture, to the extent it relates to the performance of duties or the exercise of
rights assigned by this Fourth Supplemental Indenture, the Notes, or the Agency Agreement, in each case to the Paying Agent, shall be deemed to be a reference to the Paying Agent.
(b) The references to the Trustee in Section 2.1 of the Original Indenture, the reference to the Trustee in Section 2.10 of the Original Indenture,
each related reference in the Original Indenture to the Trustee receiving Securities for cancellation or cancelling Securities (including such references contained in the definition of “Outstanding” and in Sections 2.1 and 10.1 of the Original Indenture), and each other reference to the Trustee or any agent, to the extent it relates to the
performance of duties or the exercise of rights assigned by this Fourth Supplemental Indenture, the Notes, or the Agency Agreement, in each case to the Security Registrar, shall be deemed to be a reference to the Security Registrar.
(c) Each reference to the Trustee or any agent, to the extent it relates to the performance of duties or the exercise of rights assigned by this Fourth
Supplemental Indenture, the Notes, or the Agency Agreement, in each case to the Authenticating Agent, shall be deemed to be a reference to the Authenticating Agent.
(d) Notwithstanding anything to the contrary, the Trustee, Paying Agent, Security Registrar, and Authenticating Agent may, with the consent of the
Issuer, provide for the performance of any of the duties to be performed by any of them under the Indenture or the Notes to be performed by another of them, subject to the terms of the Indenture, and any duties so performed shall be deemed to have
been performed by the appropriate party for all purposes under the Indenture and the Notes.
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ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Ratification of Original Indenture. This Fourth Supplemental Indenture is
executed and shall be construed as an indenture supplemental to the Original Indenture, and as supplemented and modified hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Fourth
Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 6.02. Recitals of Fact. The Trustee makes no representation as to and shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or the Notes or the due execution thereof by the Issuer, except for any certificate of authentication in accordance with the
Indenture. The recitals of fact contained herein shall be taken as the statements solely of the Issuer and the Trustee assumes no responsibility for the correctness thereof or liability in any manner whatsoever for or with respect to any of the
recitals or statements contained herein, except, with respect to the Trustee, for any certificate of authentication in accordance with the Indenture. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the
proceeds thereof. The Trustee is hereby authorized by the Issuer to enter into the Agency Agreement and perform its obligations and exercise its rights thereunder in accordance with its terms. All of the provisions contained in the Indenture in
respect of the rights, powers, privileges, indemnities and immunities of the Trustee shall be applicable in respect of this Fourth Supplemental Indenture and the Agency Agreement as fully and with like force and effect as though set forth in full
herein and therein.
Section 6.03. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.04. Successors and Assigns. All covenants and agreements in this Fourth
Supplemental Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.05. Separability Clause. In case any one or more of the provisions contained in
this Fourth Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.06. Governing Law; Jury Trial Waiver. THIS FOURTH SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE ISSUER AND THE TRUSTEE, AND BY ITS ACCEPTANCE THEREOF, EACH HOLDER OF A NOTE, 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 THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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Section 6.07. Counterparts. This Fourth Supplemental Indenture shall be valid, binding,
and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state
enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a
faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual
signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to
investigate, confirm or otherwise verify the validity or authenticity thereof. This Fourth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or PDF may be used in lieu of the originals and shall be deemed to be their original signatures for all
purposes. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
Section 6.08. U.S.A. Patriot Act. The Issuer acknowledges that in accordance with the
Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, the Trustee, in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The Issuer hereby agrees that it shall provide the Trustee with such information as it may request including, but not limited to, the
Issuer’s name, physical address, tax identification number and other information that will help the Trustee identify and verify the Issuer’s identity such as organizational documents, certificate of good standing, license to do business, or other
pertinent identifying information.
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IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly executed as of the date first written above.
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EMERSON ELECTRIC CO.
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By:
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Name:
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Michael J. Baughman
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Title:
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Executive Vice President and Chief Financial Officer
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By:
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Name:
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J. H. Thomasson
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Title:
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Vice President and Treasurer
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COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
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By:
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Name:
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Title:
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EXHIBIT A
FORM OF GLOBAL NOTE
[FACE OF GLOBAL NOTE]
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 OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER
THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”), AND
CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK)
LIMITED AS NOMINEE OF U.S. BANK EUROPE DAC AS COMMON DEPOSITARY (THE “DEPOSITARY”) OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITED,
HAS AN INTEREST HEREIN.
EMERSON ELECTRIC CO.
4.000% Note due 2032
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€750,000,000
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No.: A-1
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CUSIP: 291011 BW3
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Issue Date: November 13, 2026
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ISIN: XS3567752525
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Common Code: 356775252
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Emerson Electric Co., a Missouri corporation (the “Issuer”), for value received, hereby promises to pay to USB Nominees (UK) Limited, as nominee of the common depositary
for Euroclear and Clearstream, or registered assigns, the principal sum of SEVEN HUNDRED FIFTY MILLION EUROS (€750,000,000), or such other principal sum as shall be set forth in the Schedule of Exchanges of Interests attached hereto, on November
13, 2032 (the “Maturity Date”), and to pay interest at 4.000% per annum annually in arrears on each November 13, commencing November 13, 2027 (each, an “Interest Payment Date”), with the interest computed on the basis of the actual number of days
in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on this Note (or November 13, 2026, if no interest has been paid on this Note), to, but excluding, the
next scheduled Interest Payment Date, which payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Interest on the Notes will accrue from November 13, 2026. The Issuer will pay interest on the Notes annually in arrears on November 13 of each year, beginning in 2027, and on the maturity date for the Notes, to the record holders at the close of business on the preceding November
3 (whether or not such record date is a Business Day).
A-1
If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the related payment of interest or principal, as applicable, will be made on
the next Business Day with the same force and effect as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case
may be, to the date the payment is made. Interest payments will include accrued interest from and including the date of issue or from and including the last date in respect to which interest has been paid, as the case may be, to, but excluding, the
Interest Payment Date or the Maturity Date, as the case may be.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof or the Authenticating Agent referred to herein.
A-2
IN WITNESS WHEREOF, Emerson Electric Co. has caused this instrument to be signed by facsimile by its duly authorized officers and has caused a facsimile of its corporate
seal to be affixed hereunto or imprinted hereon.
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EMERSON ELECTRIC CO.
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By:
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Title: Executive Vice President and Chief Financial Officer
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By:
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Title: Vice President and Treasurer
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[SEAL]
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities described in the within-mentioned Indenture.
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Dated:
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COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee
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By U.S. BANK EUROPE DAC, UK BRANCH, as Authenticating Agent appointed by the Trustee
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By:
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Authorized Signatory
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A-3
EMERSON ELECTRIC CO.
4.000% Notes due 2032
This Note is one of a duly authorized issue of unsecured debentures,
notes or other evidence of indebtedness of the Issuer (hereinafter called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of December 10, 1998 (herein called the
“Original Indenture”), duly executed and delivered by the Issuer to Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association (successor to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of
New York Mellon (formerly known as The Bank of New York))), as trustee (herein called the “Trustee”), as supplemented by a Fourth
Supplemental Indenture dated as of November 13, 2026 (the “Fourth Supplemental Indenture” and,
together with the Original Indenture, the “Indenture”), between the Issuer and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of
a series designated as the 4.000% Notes due 2032 of the Issuer, limited in aggregate principal amount to €750,000,000 (herein called the “Notes”).
The Notes of this series are redeemable, in whole or from time to time in part, at the Issuer’s option, prior to the Par Call Date (as
defined below), at a redemption price equal to the greater of (i) 100 percent of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon
(exclusive of interest accrued to that Redemption Date) discounted to that Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 15 basis points, plus, in either case,
accrued and unpaid interest on the principal amount being redeemed to that Redemption Date.
The Notes of this series are redeemable, in whole or from time to time in part, at the Issuer’s option, on or after the Par Call Date,
at a redemption price equal to 100 percent of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the applicable Redemption Date.
Notwithstanding the foregoing, installments of interest on the Notes which are due and payable on an Interest Payment Date falling on
or prior to the relevant Redemption Date shall be payable to the holders of those Notes, registered as such at the close of business on the relevant record date according to their terms and the provisions of the Indenture.
Notice of any redemption will be mailed or otherwise transmitted in accordance with the applicable procedures of Euroclear or
Clearstream to each Holder of the Notes not less than 15 days but not more than 60 days before the Redemption Date of the Notes being redeemed.
If less than all of the Notes of this series are to be redeemed, the Notes of this series to be redeemed shall be selected by the
Paying Agent by a method the Paying Agent deems to be fair and appropriate or, in the event that the Notes are represented by one or more Global Notes, beneficial interests therein shall be selected for redemption by Clearstream and Euroclear in
accordance with their respective applicable procedures therefor. If the Notes are listed on any national securities exchange, Euroclear or Clearstream will select Notes in compliance with the requirements of the principal national securities
exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of a principal amount of €100,000 or less shall be redeemed in part.
A-4
“Comparable Government Bond Rate” means, with respect to any
redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third
Business Day prior to the redemption date, would be equal to the gross redemption yield on such Business Bay of the Comparable Government Bond (as defined below) on the basis of the middle market price of the Comparable Government Bond prevailing
at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
“Comparable Government Bond” means, in relation to any
Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Notes to be redeemed, or if such independent
investment bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German federal
government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Par Call Date” means September 13, 2032.
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) or treaties of
the United States (or any taxing authority in the United States), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations, rulings or treaties, which change or amendment is
announced or becomes effective on or after the date of issuance of the Notes, the Issuer becomes or will become obligated to pay additional amounts as described under Section 2.07 of the Fourth Supplemental Indenture with respect to the Notes, then
the Issuer may at any time at its option redeem, in whole, but not in part, the outstanding Notes on not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100 percent of their principal amount, together with accrued
and unpaid interest on those Notes to, but not including, the date fixed for redemption; provided such obligation cannot be avoided by its taking reasonable measures available to it, not including substitution of the obligor under the Notes.
Pursuant to Section 2.07 of the Fourth Supplemental Indenture, the Issuer
will, subject to the exceptions and limitations set forth in Section 2.07 of the Fourth Supplemental Indenture, pay such additional amounts (“Additional Amounts”) as will
result in the receipt by each beneficial owner of a Note that is not a United States person (as defined below) of such amounts, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the
United States or a taxing authority in the United States (including any withholding or deduction with respect to the payment of such Additional Amounts) as would have been received had no such withholding or deduction been required.
As used herein, the term “United States” means the United States of America (including the states of the United States and the District of Columbia and
any political subdivision thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in
or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or any estate or trust the income
of which is subject to United States federal income taxation regardless of its source.
Whenever in the Indenture (including in this Note) there is referenced, in any context, the payment of amounts based on the payment of principal of, or
premium, if any, or interest on, the Notes of this series, or any other amount payable thereunder or with respect thereto, such reference will be deemed to include the payment of Additional Amounts as described hereunder to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.
The Indenture contains provisions for defeasance at any time of the entire Indebtedness of this Note or certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.
In case an Event of Default with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
A-5
The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding (as defined in the Indenture) of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) extend the final maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of
payment of any interest thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security (as defined in the Indenture) payable upon acceleration thereof or the amount thereof
provable in bankruptcy, or impair or affect the rights of any Holder to institute suit for the payment thereof, or, if the Securities provide therefor, any right of repayment at the option of the Holder, without the consent of the Holder of each
Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holder of each Security affected. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, prior to any declaration accelerating the maturity of such Securities, the Holders of a majority in aggregate principal amount Outstanding
of the Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Securities) may on behalf of the Holders of all the Securities of such series (or all or certain series of the Securities, as
the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default in the payment of the principal of or premium, if any, or interest on any of the Securities. Any
such consent or waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Notes which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any premium and interest on this Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.
No Global Note may be transferred except as a whole by the Depositary to a nominee of the Depositary. Subject to certain conditions, the Notes
represented by the Global Note are exchangeable for certificated notes in definitive form of like tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof if: (1) the Depositary provides
notification that it is unwilling, unable or no longer qualified to continue as depositary for the Global Note and a successor is not appointed by the Issuer within 90 days; (2) the Issuer has been notified that both Clearstream and Euroclear have
been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is
available, (3) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Global Note in definitive form, or (4) an event of default entitling the Holders of the Notes to
accelerate the maturity thereof has occurred and is continuing. Upon the occurrence of any of the preceding events, the Issuer will notify the Trustee in writing that, upon surrender by the participants of their interest in such Global Note,
Securities in definitive form will be issued to each Person that such participants and the Depositary identify as being the beneficial owner of the related Securities. Beneficial interests in Global Notes may be exchanged for Securities in
definitive form of the same series upon request but only upon at least 30 days’ prior written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures.
For purposes of the Notes, “Business Day” shall mean any day that is not a Saturday or Sunday and that is not a day on which banking institutions are
authorized or obligated by law or executive order to close in the City of New York or London and on which the real time gross settlement system operated by Euroclear (the T2 system), or any successor thereto, operates.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
A-6
The acceptance of this Note shall be deemed to constitute the consent and agreement of the Holder hereof to all of the terms and provisions of the
Indenture. Terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.
THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES THEREOF.
A-7
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
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(Insert assignee’s social security or tax I.D. no.)
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(Print or type assignee’s name, address and zip code)
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and irrevocably appoint_______________________ as agent to transfer
this Note on the books of the Issuer. The agent may substitute another to act for him.
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Your Signature:
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(Sign exactly as your name appears on the other side of this Note)
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Your Name:
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Date:
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Signature Guarantee:
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*
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*NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer
Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee.
A-8
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of an interest in this Global Note for an interest in another Global Note or for a Definitive Security, or exchanges of an interest in another
Global Note or a Definitive Security for an interest in this Global Note have been made:
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Date of Exchange
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Amount of decrease
in Principal Amount of
this Global Note
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Amount of increase
in Principal Amount of
this Global Note
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Principal Amount of this
Global Note following
such decrease or increase
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Signature of authorized
signatory or Trustee or
Securities Custodian
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||||
A-9
Exhibit 4.2
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Dated November 13, 2026
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ISSUER
Emerson Electric Co.
PAYING AGENT
U.S. Bank Europe DAC, UK Branch
TRANSFER AGENT
U.S. Bank Trust company, National Association
REGISTRAR
U.S. Bank Trust company, National Association
- and -
TRUSTEE
Computershare Trust Company, N.A.
AGENCY AGREEMENT
relating to Notes issued under a registration statement
including a base prospectus, dated November 9, 2026,
and a prospectus supplement dated November 10, 2026
Contents
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Clause
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Page
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1.
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Interpretation
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1
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2.
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Appointment of the Registrar
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2
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3.
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appointment of the transfer agent
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2
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4.
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Appointment of Paying Agent
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2
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5.
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Payment
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3
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6.
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Repayment
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4
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7.
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Prepayment; Notice of withholding or deduction
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4
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8.
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Records
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4
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9.
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Fees and expenses
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4
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10.
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Indemnity
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5
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11.
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Conditions of appointment
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5
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12.
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Changes in Paying Agent or Registrar and specified offices
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7
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13.
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Notices
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9
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14.
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Communications
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9
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15.
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Amendments
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10
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16.
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Taxes
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11
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17.
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Regulatory Matters
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11
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18.
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Governing law and jurisdiction
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12
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19.
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Counterparts
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13
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Appendix 1
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15 |
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ii
This agreement is
made on November 13, 2026
Between:
| (1) |
EMERSON ELECTRIC CO., a Missouri corporation (the "Issuer");
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| (2) |
U.S. BANK EUROPE DAC, UK BRANCH, a Designated Activity Company registered in Ireland with the Companies Registration Office, registered number 418442, with its registered office at
Block F1, Cherrywood Business Park, Cherrywood, Dublin 18, Ireland D18 W2X7, acting through its UK Branch from its establishment at 125 Old Broad Street, Fifth Floor, London EC2N 1AR (registered with the Registrar of Companies for England
and Wales under Registration No. BR020005) under the trade name U.S. Bank Global Corporate Trust, as Paying Agent (the "Paying Agent" which expression shall include any
successor paying agent appointed in accordance with this Agreement);
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| (3) |
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association chartered under the federal laws of the United States of America with an office at 100 Wall Street, 20th
Floor, New York, New York 10005, as Transfer Agent (the "Transfer Agent" which expression shall include any successor transfer agent appointed in accordance with this
Agreement);
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| (4) |
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association chartered under the federal laws of the United States of America with an office at 100 Wall Street, 20th
Floor, New York, New York 10005, as Registrar (the “Registrar” which expression shall include any successor registrar appointed in accordance with this Agreement); and
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| (5) |
COMPUTERSHARE TRUST COMPANY, N.A., a national banking association chartered under the federal laws of the United States of America with its corporate trust office for purposes of
the Indenture at 1505 Energy Park Drive, St. Paul, Minnesota 55108, Attention Emerson Electric Co. Administrator, as Trustee (the "Trustee").
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Whereas:
| (A) |
The Issuer has agreed to issue €750,000,000 aggregate principal amount of its notes due 2032 (the “Notes”).
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| (B) |
The Notes are to be constituted by an Indenture, dated as of December 10, 1998, by and among the Issuer, as issuer, and the Trustee, as successor to Wells Fargo Bank, National
Association, as successor to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as the Bank of New York)), as the trustee (the “Original Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of November 13, 2026, by and among the Issuer and the Trustee (the “Supplemental
Indenture” and, together with the Original Indenture, the “Indenture”), as set out in Appendix 1.
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| (C) |
The Issuer hereby appoints the Paying Agent, the Transfer Agent and the Registrar in accordance with the terms of this Agreement and the Indenture, it being understood that the
Paying Agent shall act as the “Paying Agent” under the Indenture and the Transfer Agent and Registrar shall act as the “Security Registrar” under the Indenture.
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It is agreed:
| 1. |
Interpretation
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| 1.1 |
Unless the context otherwise requires:
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1
| 1.2 |
References in this Agreement to the payment of principal or interest in respect of any Note shall be deemed to include any additional amounts which may become payable in respect
thereof pursuant to the Notes and the Indenture.
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| 1.3 |
All references in this Agreement to an agreement, instrument or other document (including this Agreement, the Indenture and the Notes) shall be construed as a reference to that
agreement, instrument or document as the same may be amended, modified, varied, supplemented or novated from time to time. This Agreement shall be read together with, and interpreted in light of the provisions of, the Indenture. In the
event of any conflict or inconsistency between the Indenture and this Agreement, the Indenture shall prevail.
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| 1.4 |
Except as specifically set forth in this Agreement, this Agreement is for the exclusive benefit of the parties to this Agreement and their respective permitted successors, and
shall not be deemed to give, either expressly or implicitly, any legal or equitable right, remedy, or claim to any other entity or person whatsoever.
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| 2. |
Appointment of the Registrar
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| 2.1 |
The Issuer hereby appoints the Registrar, and the Registrar hereby agrees to act at its specified office as registrar in relation to the Notes in accordance with the provisions of
this Agreement and the Indenture and upon the terms and subject to the conditions contained in this Agreement and the Indenture.
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| 2.2 |
On the date of this Agreement, the Registrar shall provide to the Paying Agent a complete and correct copy of the register maintained by the Registrar in respect of the holders of
Notes and the outstanding principal amount of Notes held by each holder of Notes.
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| 2.3 |
The Registrar shall from time to time provide to the Paying Agent a complete and correct copy of the register of Notes maintained by it as soon as reasonably practicable following
any transfer or exchange of any Notes, and promptly on request therefor by the Paying Agent.
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| 2.4 |
The Paying Agent shall be entitled to treat as conclusive the most recent copy of the register provided to it by the Registrar in accordance with this Agreement.
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| 3. |
appointment of the transfer agent
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| 3.1 |
The Transfer Agent is hereby appointed as the agent of the Issuer, to act as Transfer Agent for the purposes specified in this Agreement, the Indenture and the Notes, including,
inter alia, completing, authenticating, holding and delivering Notes, upon the terms and subject to the conditions specified herein, in the Indenture and in the Notes, and the Transfer Agent hereby accepts such appointment. In such
capacity, the Trustee has appointed pursuant to the Supplemental Indenture and authorized the Paying Agent, and the Paying Agent hereby accepts such appointment, to serve as the Authenticating Agent (as defined in the Indenture) for the
Notes.
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| 4. |
Appointment of Paying Agent
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| 4.1 |
The Issuer hereby appoints the Paying Agent, and the Paying Agent hereby agrees, to act at its specified office as paying agent in relation to the Notes in accordance with the
provisions of this Agreement and the Indenture and upon the terms and subject to the conditions contained in this Agreement and the Indenture.
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| 4.2 |
The Paying Agent is appointed hereunder for the purposes of:
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| (a) |
paying sums due on the Notes referred to in Section 2.08 of the Supplemental Indenture; and
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2
| (b) |
otherwise fulfilling its duties and obligations as set out in this Agreement and the Indenture.
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| 5. |
Payment
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Subject always to the Indenture and, in particular, any restrictions on the Issuer following delivery of a notice of an Event of Default (as
defined in the Original Indenture) of the Issuer:
| (d) |
Without prejudice to clause 5(c) of this Agreement, if the Paying Agent pays out on or after the due date therefor (other than as a result of its own negligence or wilful
misconduct or that of its directors, officers, employees or agents) to persons entitled thereto, any amounts in accordance with clause 5(b) of this Agreement on the belief (which is not negated by reasonable evidence to the contrary) that
the corresponding payment due from the Issuer in accordance with clause 5(a) of this Agreement has been or will be made, the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the Paying Agent on
such amount from (and including) the date on which it is paid out to (but excluding) the date of reimbursement at the rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and
expressed as a rate per annum.
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| (e) |
Payment of only part of the amount payable in respect of a Note may only be made at the discretion of the relevant Noteholder(s) (except as the result of a withholding or deduction
for or on account of any taxes permitted by the Indenture). If at any time the Paying Agent makes a partial payment in respect of any Note presented to it, it shall inform the Registrar of the same such that the Registrar may record the
same on the register of Notes.
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3
| 6. |
Repayment
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Any sums paid by, or by arrangement with the Issuer to the Paying Agent pursuant to the terms of this Agreement shall not be required to be
repaid to the Issuer unless and until the Notes in respect of which such sums were paid shall have been purchased or redeemed by the Issuer or any other subsidiary of the Issuer and cancelled, but in any of these events the Paying Agent shall
(provided that all other amounts due under this Agreement shall have been duly paid) upon written request by the Issuer forthwith repay to the Issuer sums equivalent to the amounts which would otherwise have been payable on the relevant Notes
together with any fees previously paid to the Paying Agent in respect of such Notes. Notwithstanding the foregoing, the Paying Agent shall not be obliged to make any repayment to the Issuer so long as any amounts which under this Agreement should
have been paid to or to the order of the Paying Agent by the Issuer shall remain unpaid. The Paying Agent shall not, however, be otherwise required or entitled to repay any sums properly received by it under this Agreement.
| 7. |
Redemption; Notice of withholding or deduction
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| 7.2 |
If (i) the Issuer, in respect of any payment; or (ii) the Paying Agent, in respect of any payment of principal of or any premium or interest on the Notes, is required to withhold
or deduct any amount for or on account of Tax,
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| (a) |
the Issuer shall give notice thereof to the Paying Agent and the Trustee as soon as it becomes aware of such requirement and shall give to the Paying Agent such information as the
Paying Agent requires to enable it to make such deduction or withholding; and
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| (b) |
except where such requirement arises as a result of redemption of the Notes in accordance with the Indenture or by virtue of the relevant holder failing to satisfy any
certification or other requirement in respect of its Notes, the Paying Agent shall give notice thereof to the Issuer and the Trustee as soon as it becomes aware of the requirement to withhold or deduct.
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| 8. |
Records
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The Paying Agent shall:
| (a) |
keep a full and complete record of all payments made by it in respect of the Notes; and
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| (b) |
make such records available at all reasonable times to the Issuer and any persons authorised by it, and the Trustee for inspection and for the taking of copies thereof.
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| 9. |
Fees and expenses
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4
| 9.2 |
The Issuer will also pay on demand, against presentation of such invoices and receipts as it may reasonably require, all documented out-of-pocket expenses (including necessary
advertising, facsimile and telex transmission, postage and insurance expenses and, subject to prior approval by the Issuer as set forth below, the fees and expenses of legal advisers) properly incurred by the Paying Agent, Transfer Agent
and Registrar in connection with the services under this Agreement, together with any applicable value added tax or similar tax properly chargeable thereon. Payment by the Issuer to the Paying Agent, Transfer Agent and Registrar of such
documented out-of-pocket expenses shall be a good discharge of the obligations of the Issuer in respect thereof. Where the advice of legal counsel is sought by the Paying Agent, Transfer Agent or Registrar, the fees of any such counsel
shall be agreed to by the Issuer (acting reasonably) in advance.
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| 10. |
Indemnity
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| 10.2 |
The indemnity contained in clause 10.1 above shall survive the termination and expiry of this Agreement.
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| 11. |
Conditions of appointment
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| 11.2 |
No monies held by the Paying Agent need be segregated except as required by law.
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| 11.4 |
The Paying Agent, Transfer Agent and Registrar shall be obliged to perform such duties and only such duties as are specifically set out in this Agreement. No implied duties or
obligations shall be read into such document. The Paying Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the date
hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take any
action hereunder which any party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its
opinion, assured to it.
|
5
| 11.5 |
Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the register of
Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or
its theft or loss) and shall not be required to obtain any proof thereof or as to the identity of the bearer or holder.
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| 11.6 |
The Paying Agent, Transfer Agent and Registrar may consult with any legal or other professional advisers (who may be an employee of or legal adviser to the Issuer) selected by it,
at the cost of the Issuer, provided that the fees of any such counsel shall be agreed to by the Issuer (acting reasonably) in advance and the opinion of such advisers shall be full and complete protection in respect of any action taken,
omitted or suffered hereunder in accordance with the written opinion of such advisers.
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| 11.7 |
The Paying Agent, Transfer Agent and Registrar shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any
instruction, request or order from the Issuer or upon any Note, notice, resolution, direction, consent, certificate, affidavit, statement, telex, facsimile transmission or other document or information from any electronic or other source
reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper party or parties, even if it is subsequently found not to be genuine or to be incorrect.
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| 11.8 |
The Paying Agent, Transfer Agent and Registrar, whether acting for itself or in any other capacity, will not be precluded from becoming the owner of, or acquiring any interest in,
holding or disposing of any Note or any shares or other securities of the Issuer or any of its subsidiaries, holding or associated companies (each a "Connected Company"),
with the same rights as it would have had if it were not acting as Paying Agent or from entering into or being interested in any contracts or transactions with any Connected Company or from acting on, or as depositary, trustee or agent for,
any committee or body of holders of any securities of any Connected Company and will not be liable to account for any profit.
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| 11.9 |
The Paying Agent shall not be required to make any payments to any holder of a Note if under any laws or regulations affecting the Paying Agent, such payment is not permitted. In
the event of any such laws or regulations affecting the Paying Agent coming to the attention of the Paying Agent it shall forthwith notify the Issuer and the Trustee.
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| 11.10 |
The Issuer shall use reasonable best efforts to do or cause to be done all such acts, matters and things and shall make available all such documents as shall be necessary or
desirable to enable the Paying Agent, Transfer Agent and Registrar to fully comply with and carry out its respective duties and obligations hereunder.
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| 11.11 |
In no event shall the Paying Agent, Transfer Agent or Registrar or any of its affiliates or any of their respective officers, directors, employees, agents, advisors or
representatives (collectively, “Agent Parties”) have any liability for damages of any kind, including, without limitation, direct or indirect, special, incidental or
consequential damages, losses or expenses (whether in tort, contract or otherwise), except to the extent the liability of the Paying Agent, Transfer Agent or Registrar is found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted primarily from the gross negligence, wilful misconduct or fraud of the Paying Agent, Transfer Agent or Registrar or their Agent Parties.
|
6
| 11.12 |
Notwithstanding anything contained in this Agreement to the contrary, the Paying Agent, Transfer Agent and the Registrar shall not incur any liability for not performing any act or
fulfilling any obligation hereunder by reason of any occurrence beyond its control including, without limitation, (i) any governmental activity (whether de jure or de facto), act of authority (whether lawful or unlawful), compliance with
any governmental or regulatory order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure, requisition, nationalisation or the imposition of currency or currency control restrictions; (ii) any
failure of or the effect of rules or operations of any funds transfer, settlement or clearing system, interruption, loss or malfunction of utilities, communications or computer services or the payment or repayment of any cash or sums
arising from the application of any law or regulation in effect now or in the future, or from the occurrence of any event in the country in which such cash is held which may affect, limit, prohibit or prevent the transferability,
convertibility, availability, payment or repayment of any cash or sums until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such transferability, convertibility, availability, payment or
repayment (and in no event, other than as provided in the Notes, shall the Paying Agent be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or
prevented by such law, regulation or event or be obliged to pay any penalty interest); (iii) any strike or work stoppage, go slow, occupation of premises, other industrial action or dispute or any breach of contract by any essential
personnel; (iv) any equipment or transmission failure or failure of applicable banking or financial systems; (v) any war, armed conflict including but not limited to hostile attack, hostilities, or acts of a foreign enemy; (vi) any riot,
insurrection, civil commotion or disorder, mob violence or act of civil disobedience; (vii) any act of terrorism or sabotage; (viii) any explosion, fire, destruction of machines, equipment or any kind of installation, prolonged breakdown of
transport, radioactive contamination, nuclear fusion or fission or electric current; (ix) any epidemic, natural disaster (such as but not limited to violent storm, hurricane, blizzard, earthquake, landslide, tidal wave, flood, damage or
destruction by lightning, or drought); or (x) any other act of God; it being understood that the Paying Agent, Transfer Agent and the Registrar shall use reasonable efforts to resume performance as soon as practicable under the
circumstances.
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| 11.13 |
Pursuant to and in accordance with the procedures set forth in Sections 10.3 and 10.4 of the Original
Indenture either (i) the Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture with respect to any series of the Notes or for any other purpose, direct the Paying Agent to pay to the Trustee
all sums held in trust by the Paying Agent with respect to such series of the Notes; and, upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money or (ii)
any money deposited with the Paying Agent in trust for the payment of the principal of or any premium or interest on any series of the Notes remaining unclaimed for three years after such principal, premium or interest has become due and
payable shall be paid to the Issuer on the Issuer’s request and all liability of the Paying Agent with respect to such trust money shall thereupon cease.
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| 12. |
Changes in Paying Agent or Registrar and specified offices
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| 12.1 |
The Issuer may at any time terminate the appointment of the Paying Agent, Transfer Agent or the Registrar and appoint additional or other paying agents, transfer agents or
registrars.
|
Any termination shall be made by giving to the Paying Agent, Transfer Agent or Registrar and (if different) to the paying agent, transfer agent
or registrar whose appointment is to be terminated not less than 60 days' written notice to that effect, which notice shall expire not less than 30 days before or after any due date for any payment in respect of Notes.
7
| 12.3 |
Notwithstanding clauses 12.1 and 12.2 no such termination of the appointment of, or resignation by, the Paying Agent, Transfer Agent or Registrar shall take effect until a
successor has been appointed on terms approved by the Issuer or the Issuer has otherwise approved such resignation without a successor being appointed.
|
| 12.5 |
On the date on which any such termination or resignation takes effect, the Paying Agent, Transfer Agent or Registrar shall (i) pay to or to the order of its successor (or, if none,
the Issuer) any amounts held by it in respect of the Notes which have become due and payable but which have not been presented for payment; and (ii) deliver to its successor (or, if none, the Issuer or as the Issuer may direct) all records
maintained by it, pursuant hereto. Following such termination or resignation and pending such payment and delivery, the Paying Agent, Transfer Agent or Registrar shall hold such amounts, records and documents in trust for and subject to the
order of its successor or, as the case may be, the Issuer.
|
| 12.6 |
Any corporation into which any Paying Agent, Transfer Agent or Registrar may be merged or converted or any corporation with which such Paying Agent, Transfer Agent or Registrar may
be consolidated or any corporation resulting from any merger, conversion or consolidation to which such Paying Agent, Transfer Agent or Registrar shall be a party, or any corporation, including affiliated corporations, to which the Paying
Agent, Transfer Agent or Registrar shall sell or otherwise transfer: (a) all or substantially all of its assets or (b) all or substantially all of its corporate trust business shall, on the date when the merger, conversion, consolidation or
transfer becomes effective and to the extent permitted by any applicable laws, be the successor Paying Agent, Transfer Agent or Registrar under this Agreement without any further formality, and after such effective date all references in
this Agreement to such Paying Agent, Transfer Agent or Registrar shall be deemed to be references to such corporation. Prior notice of any such merger, conversion, consolidation or transfer shall forthwith be given by the Paying Agent,
Transfer Agent or Registrar to the Issuer and the Trustee.
|
| 12.7 |
The Paying Agent, Transfer Agent or Registrar may change its specified office to another office in London at any time by giving to the Issuer and the Trustee not less than 60 days'
prior written notice to that effect, which notice shall expire not less than 30 days before or after any due date for any payments in respect of any Notes, and which notice shall specify the address of the new specified office and the date
upon which such change is to take effect.
|
8
| 13. |
Notices
|
| 13.1 |
If the Issuer arranges publication of any notice to the holders of the Notes, it shall at or before the time of such publication, send copies of each notice so published to the
Paying Agent (with a copy to the Trustee). The Paying Agent shall promptly forward any notices that it receives at the request of the Issuer to Euroclear and Clearstream.
|
| 13.2 |
The Paying Agent, Transfer Agent and Registrar shall promptly forward any written notice received by it from any holders of the Notes to the Issuer and the Trustee.
|
| 13.3 |
On behalf of, and at the request and expense of the Issuer, the Paying Agent shall cause to be published all notices required to be given by the Issuer under the Indenture (with a
copy to the Trustee).
|
| 14. |
Communications
|
| 14.1 |
For the purposes of this clause, the address of each party at the date of this Agreement shall be the address set out below (including, where applicable, the details of the
facsimile number, the person for whose attention the notice or communication is to be addressed and the email address):
|
the Issuer:
|
EMERSON ELECTRIC CO.
|
|||
|
Attn: Treasurer
8027 Forsyth Blvd.
St. Louis, Missouri 63105
As may be amended from time to time in accordance with this Agreement.
|
Fax: 314-553-2463
Attention: Treasurer
Email: treasuryoperations@emerson.com
|
the Paying Agent:
|
U.S. BANK EUROPE DAC, UK BRANCH |
|||
|
125 Old Broad Street, Fifth Floor
London
EC2N 1AR
United Kingdom
as may be amended from time to time in accordance with this Agreement.
|
Fax: +44 (0)207 365 2577
Attention:Relationship Management
Email:CDRM@usbank.com
|
9
the Transfer Agent:
|
U.S. Bank Trust Company, National Association
|
|||
|
Attention: Michelle Lee
100 Wall Street, 20th Floor
New York, New York 10005
as may be amended from time to time in accordance with this Agreement.
|
Attention: Michelle Lee
Email: Michelle.lee2@usbank.com
|
the Registrar:
|
U.S. Bank Trust Company, National Association
|
|||
|
Attention: Michelle Lee
100 Wall Street, 20th Floor
New York, New York 10005
as may be amended from time to time in accordance with this Agreement.
|
Attention: Michelle Lee
Email: Michelle.lee2@usbank.com
|
the Trustee:
|
Computershare Trust Company, N.A.
|
|||
|
Attn: Emerson Electric Co. Administrator
1505 Energy Park Drive
St. Paul, MN 55108
as may be amended from time to time in accordance with the Indenture and notified by the Issuer to the Paying Agent.
|
Attention: Lindsey Widdis
Email: Lindsey.Widdis@computershare.com
|
| 15. |
Amendments
|
| 15.1 |
For the avoidance of doubt, this Agreement may be amended in writing by the parties hereto.
|
| 15.2 |
The Issuer shall provide to the Paying Agent a copy of any amendment to the Indenture applicable to the Notes as soon as reasonably practicable following such amendment taking
effect. Where reference is made in this Agreement to the Indenture, such reference shall, for the purposes of the Paying Agent's rights and obligations under this Agreement only, be deemed to refer to the most recent version of such
document provided to the Paying Agent by the Issuer.
|
10
| 16. |
Taxes
|
The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery,
performance and enforcement of this Agreement.
| 17. |
Regulatory Matters
|
| 17.1 |
The Paying Agent is authorised by the Central Bank of Ireland (“CBOI”) and the Prudential Regulation
Authority (“PRA”) and subject to regulation by the Financial Conduct Authority (“FCA”) and
limited regulation by the PRA. Details about the extent of the Account Bank’s authorisation and regulation by the PRA, and regulation by the FCA are available on request.
|
| 17.2 |
In connection with the worldwide effort against the funding of terrorism and money laundering activities, the Paying Agent, Transfer Agent and Registrar may be required under
various national laws and regulations to which they are subject to obtain, verify and record information that identifies each person who opens an account with it. For a non-individual person such as a business entity, a charity, a trust or
other legal entity the Paying Agent, Transfer Agent and Registrar shall be entitled to ask for documentation to verify such entity’s formation and legal existence as well as financial statements, licenses, identification and authorisation
documents from individuals claiming authority to represent the entity or other relevant documentation.
|
| 17.3 |
The parties to this Agreement acknowledge and agree that the obligations of the Paying Agent, Transfer Agent and Registrar under this Agreement are limited by and subject to
compliance by them with EU and US Federal anti-money laundering statutes and regulations. If the Paying Agent, Transfer Agent and Registrar or any of their directors know or suspect that a payment is the proceeds of criminal conduct, such
person is required to report such information pursuant to the applicable authorities and such report shall not be treated as a breach by such person of any confidentiality covenant or other restriction imposed on such person under this
Agreement, by law or otherwise on the disclosure of information. The Paying Agent, Transfer Agent and Registrar shall be indemnified and held harmless by the Issuer from and against all losses suffered by them that may arise as a result of
the agents being prevented from fulfilling their obligations hereunder due to the extent doing so would not be consistent with applicable statutory anti-money laundering requirements.
|
| (a) |
the application of any Write-Down and Conversion Powers by a Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto; and
|
| (b) |
the effects of any Bail-in Action on any such liability, including, if applicable:
|
| 1. |
a reduction in full or in part or cancellation of any such liability;
|
| 2. |
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such party, its parent undertaking, or a bridge institution that may be issued
to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other agreement; or
|
11
| 3. |
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any Resolution Authority.
|
For the purpose of this sub-clause 17.4 the following terms shall have the following meanings:
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable
Resolution Authority.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of
Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and in relation to any other
state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
“EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the
Loan Market Association (or any successor person), as in effect from time to time.
“Resolution Authority” means any public administrative authority or any person entrusted with
public administrative authority to exercise any Write-down and Conversion Powers.
“Write-Down and Conversion Powers” means,
| (a) |
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in
the EU Bail-In Legislation Schedule; and
|
| (b) |
any powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a
bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability
or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and any similar or analogous powers under that Bail-In Legislation.
|
| 18. |
Governing law and jurisdiction
|
| 18.1 |
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York.
|
12
| 18.3 |
Each of the Paying Agent, the Transfer Agent, the Registrar and the Issuer agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or
proceeding of the nature referred to in clause 18.2 brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the
State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.
|
| 18.4 |
THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT.
|
| 19. |
Counterparts
|
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which
when taken together shall constitute a single instrument. Signatures of the parties hereto transmitted by facsimile or PDF may be used in lieu of the originals and shall be deemed to be their original signatures for all purposes.
As witness the hands
of the parties or their duly authorised agents the day and year first above written.
13
Signatories
|
Issuer
|
||||
|
EMERSON ELECTRIC CO.
|
||||
|
By:
|
||||
|
Name:
|
Michael J. Baughman
|
|||
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|||
|
By:
|
||||
|
Name:
|
J. H. Thomasson
|
|||
|
Title:
|
Vice President and Treasurer
|
|||
|
Paying Agent
|
||||
|
U.S. BANK EUROPE DAC, UK BRANCH
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
Transfer Agent
|
||||
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
Registrar
|
||||
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
Trustee
|
||||
|
COMPUTERSHARE TRUST COMPANY, N.A.
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
Indenture