MMCapS XVII Final Offering Circular - Irish Stock Exchange

Capital Securities— Redemption and Prepayments” and “Security for the
Notes— Description of the Insurance Capital Securities— Terms of the
Insurance Capital Securities— Redemption and Prepayments.”
Each Affiliated Depository Institution or Affiliated Insurance Institution, as the
case may be, has the right at any time to dissolve its subsidiary Capital
Securities Issuer (including without limitation upon the occurrence of a Bank
Capital Securities Special Event or an Insurance Capital Securities Special
Event, as applicable), subject, among other things, to the receipt, in the case of
Affiliated Depository Institutions, of prior approval from the Applicable
Regulator, if then required under applicable regulatory capital guidelines or
policies of the Applicable Regulator, and after satisfaction of such Capital
Securities Issuer’s liabilities to its creditors, and to cause the Corresponding
Debentures held by such Capital Securities Issuer to be distributed to the
holder of the Capital Securities (which will be the Issuer). In such event, such
Corresponding Debentures will become “Collateral Debt Securities” and will
be treated as if they were the related Capital Securities.
Bank Subordinated Notes
The Bank Subordinated Notes will have the characteristics and will meet the
criteria described under the heading “Security of the Notes— Portfolio
Limitations.”
Distributions are payable on the Bank Subordinated Notes quarterly or
semiannually in arrears on their respective payment dates in each year. See
“Security for the Notes— Description of the Bank Subordinated Notes—
Interest.”
Bank Subordinated Notes will be repaid at their maturity and one of the Bank
Subordinated Notes may be redeemed, at the option of the related Bank
Subordinated Note Issuer, (i) in whole at any time within 90 days following the
occurrence of a Bank Subordinated Note Special Event at the Special
Redemption Price and (ii) in whole or in part at the Optional Redemption Price
on or after their respective initial optional redemption dates plus, in each case,
accrued and unpaid interest to the redemption date. The right of the Bank
Subordinated Note Issuer to redeem its Bank Subordinated Notes is subject to
receipt of prior approval from the Applicable Regulator, if then required under
applicable regulatory capital guidelines or policies of the Applicable
Regulator. See “Security for the Notes— Description of the Bank Subordinated
Notes— Redemption and Prepayments.”
Insurance Surplus Note
The Insurance Surplus Note will have the characteristics and will meet the
criteria described under the heading “Security of the Notes— Portfolio
Limitations.”
Distributions are payable on the Insurance Surplus Note quarterly in arrears on
its payment dates in each year. See “Security for the Notes— Description of
the Insurance Surplus Note— Interest.”
The Insurance Surplus Note will be repaid at its maturity and may be
redeemed, at the option of the Insurance Surplus Note Issuer, in whole at any
time within 90 days following the occurrence of an Insurance Surplus Note
Special Event at the Special Redemption Price or in whole or in part at the
Optional Redemption Price on or after its initial optional redemption date plus,
in each case, accrued and unpaid interest to the redemption date. In each case,
the right of the Insurance Surplus Note Issuer to redeem its Insurance Surplus
Note is subject to the satisfaction of any applicable Payment Restrictions. See
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