RBS CITIZENS FINANCIAL GROUP, INC. Issuer and THE BANK OF NEW YORK MELLON Trustee SUBORDINATEDINDENTURE Dated as of September 28, 2012 TABLE OF CONTENTS

EX-4.2 3 d64155dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

EXECUTION VERSION

RBS CITIZENS FINANCIAL GROUP, INC.

Issuer

and

THE BANK OF NEW YORK MELLON

Trustee

SUBORDINATED INDENTURE

Dated as of September 28, 2012

TABLE OF CONTENTS


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ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101	Definitions		1

Section 102	Compliance Certificates and Opinions		8

Section 103	Form of Documents Delivered to Trustee		9

Section 104	Notices, etc. to Trustee and Company		9

Section 105	Notice to Holders; Waiver		10

Section 106	[RESERVED.]		10

Section 107	Effect of Headings and Table of Contents		10

Section 108	Successors and Assigns		10

Section 109	Separability Clause		10

Section 110	Benefits of Subordinated Indenture		11

Section 111	Governing Law		11

Section 112	Legal Holidays		11

Section 113	No Security Interest Created		11

Section 114	Limitation of Individual Liability		11

Section 115	Company’s Submission to Jurisdiction		12

Section 116	Company’s Waiver of Jury Trial		12

ARTICLE II	SUBORDINATED DEBT SECURITY FORMS

Section 201	Forms Generally		12

Section 202	Form of Trustee’s Certificate of Authentication		13

Section 203	Form of Trustee’s Certificate of Authentication by an Authenticating Agent		13

Section 204	Securities Issuable in Global Form		14

ARTICLE III	THE SUBORDINATED DEBT SECURITIES

Section 301	Amount Unlimited; Issuable in Series		15

Section 302	Denominations		18

Section 303	Execution, Authentication, Delivery and Dating		18

Section 304	Temporary Subordinated Debt Securities		20

Section 305	Registration, Transfer and Exchange		21

Section 306	Mutilated, Destroyed, Lost and Stolen Subordinated Debt Securities		23

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Section 307	Payment of Interest; Interest Rights Preserved		24

Section 308	Cancellation		25

Section 309	Computation of Interest		26

Section 310	CUSIP Numbers and ISINs		26

Section 311	Persons Deemed Owners		26

ARTICLE IV	SATISFACTION AND DISCHARGE

Section 401	Satisfaction and Discharge of Subordinated Indenture		27

Section 402	Application of Trust Money		28

Section 403	Indemnity		28

Section 404	Subordination Provisions Inapplicable		28

ARTICLE V	REMEDIES

Section 501	Events of Default		29

Section 502	Acceleration of Maturity; Rescission and Annulment		29

Section 503	Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee		31

Section 504	Trustee May File Proofs of Claim		32

Section 505	Trustee May Enforce Claims Without Possession of Subordinated Debt Securities		33

Section 506	Application of Money Collected		33

Section 507	Limitation on Suits		33

Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest		34

Section 509	Restoration of Rights and Remedies		34

Section 510	Right and Remedies Cumulative		35

Section 511	Delay or Omission Not Waiver		35

Section 512	Control by Holders		35

Section 513	Waiver of Past Defaults		35

Section 514	Undertaking for Costs		36

Section 515	Waiver of Stay or Extension Laws		36

ARTICLE VI	THE TRUSTEE

Section 601	Certain Duties and Responsibilities		37

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Section 602	Notice of Defaults		38

Section 603	Certain Rights of Trustee		39

Section 604	Not Responsible for Recitals or Issuance of Subordinated Debt Securities		40

Section 605	May Hold Subordinated Debt Securities		40

Section 606	Money Held in Trust		41

Section 607	Compensation and Reimbursement		41

Section 608	Disqualification, Conflicting Interests		42

Section 609	Corporate Trustee Required, Eligibility		42

Section 610	Resignation and Removal, Appointment of Successor		43

Section 611	Acceptance of Appointment by Successor		44

Section 612	Merger, Conversion, Consolidation or Succession to Business		45

Section 613	Preferential Collection of Claims Against Company		46

Section 614	Appointment of Authenticating Agent		46

ARTICLE VII	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701	Company to Furnish Trustee Names and Addresses of Holders		47

Section 702	Preservation of Information; Communication to Holders		47

Section 703	Reports by Trustee		49

ARTICLE VIII	CONCERNING THE HOLDERS

Section 801	Acts of Holders		49

Section 802	Proof of Ownership; Proof of Execution of Instruments by Holders		49

Section 803	Revocation of Consents; Future Holders Bound		50

ARTICLE IX	HOLDERS’ MEETINGS

Section 901	Purposes of Meetings		50

Section 902	Call of Meetings by Trustee		51

Section 903	Call of Meetings by Company or Holders		51

Section 904	Qualifications for Voting		51

Section 905	Regulations		52

Section 906	Voting		52

Section 907	No Delay of Rights by Meeting		53

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ARTICLE X	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 1001	Company May Consolidate, etc., Only on Certain Terms		53

Section 1002	Successor Corporation Substituted		53

Section 1003	Opinion of Counsel		54

ARTICLE XI	SUPPLEMENTAL INDENTURES

Section 1101	Supplemental Indentures Without Consent of Holders		54

Section 1102	Supplemental Indentures With Consent of Holders		55

Section 1103	Execution of Supplemental Indentures		56

Section 1104	Effect of Supplemental Indentures		56

Section 1105	[RESERVED.]		57

Section 1106	Reference in Subordinated Debt Securities to Supplemental Indentures		57

Section 1107	Subordination Unimpaired		57

Section 1108	Notice of Supplemental Indenture		57

ARTICLE XII	COVENANTS

Section 1201	Payment of Principal, Premium and Interest		57

Section 1202	Maintenance of Office or Agency		57

Section 1203	Money for Subordinated Debt Securities; Payments To Be Held in Trust		58

Section 1204	Officer’s Certificate as to Default		59

Section 1205	Waiver of Certain Covenants		59

Section 1206	Reports and Other Information		60

ARTICLE XIII	REDEMPTION OF SUBORDINATED DEBT SECURITIES

Section 1301	Applicability of Article		61

Section 1302	Federal Reserve Approval; Election to Redeem; Notice to Trustee		61

Section 1303	Selection by Trustee of Subordinated Debt Securities To Be Redeemed		62

Section 1304	Notice of Redemption		62

Section 1305	Deposit of Redemption Price		63

Section 1306	Subordinated Debt Securities Payable on Redemption Date		64

Section 1307	Subordinated Debt Securities Redeemed in Part		64

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ARTICLE XIV	DEFEASANCE

Section 1401	Applicability of Article		64

Section 1402	Defeasance Upon Deposit of Moneys or U.S. Government Obligations		65

Section 1403	Deposited Moneys and U.S. Government Obligations to be Held in Trust		67

Section 1404	Repayment to Company		67

Section 1405	Subordination Provisions Inapplicable		67

ARTICLE XV	SUBORDINATION OF SUBORDINATED DEBT SECURITIES

Section 1501	Agreement to Subordinate		68

Section 1502	Obligation of the Company Unconditional and Payment Permitted if no Default		70

Section 1503	Limitations on Duties to Holders of Senior Indebtedness		70

Section 1504	Notice to Trustee of Facts Prohibiting Payments		70

Section 1505	Application by Trustee of Moneys Deposited With It		71

Section 1506	Subrogation		71

Section 1507	Subordination Rights Not Impaired by Acts or Omissions of Company or Holders of Senior Indebtedness		71

Section 1508	Authorization of Trustee to Effectuate Subordination of Subordinated Debt Securities		72

Section 1509	Right of Trustee to Hold Senior Indebtedness		72

Section 1510	Article XV Not to Prevent Defaults (Including Events of Default)		72

Section 1511	Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification		72

Section 1512	Article Applicable to Paying Agents		72

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SUBORDINATED INDENTURE, dated as of September 28, 2012, between RBS Citizens Financial Group, Inc., a Delaware corporation (the “Company”), having its principal office at One Citizens Plaza, Providence, Rhode Island 02903, and The Bank of New York Mellon, a New York banking corporation, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 101 Barclay Street 8W, New York, New York 10286.

RECITALS OF THE COMPANY

The Company may issue from time to time for its lawful purposes subordinated debt securities (the “Subordinated Debt Securities”) evidencing its indebtedness, and has duly authorized the execution and delivery of this Subordinated Indenture to provide for the issuance from time to time of the Subordinated Debt Securities, unlimited as to aggregate principal amount, to bear interest at the rates or formulas, to mature at such times and to have such other provisions as shall be fixed therefor and hereinafter provided.

All things necessary have been done to make this Subordinated Indenture a valid agreement of the Company, in accordance with its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101

Definitions.

For all purposes of this Subordinated Indenture, except as otherwise expressly provided or unless the context otherwise requires:

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

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

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with U.S. GAAP, and, except as otherwise herein expressly provided, the term “U.S. GAAP” with respect to any computation required or permitted hereunder shall mean U.S. GAAP at the date of such computation; and

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

“Act” when used with respect to any Holder has the meaning specified in Section 801.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition,

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

“Applicant” has the meaning specified in Section 702(b).

“Authenticating Agent” has the meaning specified in Section 614.

“Board of Directors” means either the board of directors of the Company, or the executive or any other committee of that board duly authorized to act in respect hereof.

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

“Business Day” when used with respect to any Place of Payment specified pursuant to Section 301 means any day that is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in such Place of Payment are authorized or obligated by law to close, except as otherwise specified pursuant to Section 301.

“Code” means the Internal Revenue Code of 1986 as in effect on the date hereof.

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

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

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by one of the Chairman, a Vice Chairman, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

“Corporate Trust Office” means the principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this instrument is located at 101 Barclay Street 8W, New York, New York 10286.

The term “corporation” includes corporations, associations, companies and business trusts.

“Default” has the meaning specified in Section 503.

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

“Depositary” means, with respect to the Subordinated Debt Securities of any series issuable in whole or in part in the form of one or more Global Securities, the Person designated as Depositary by the Company pursuant to Section 301 until a successor Depositary shall have become such pursuant to the applicable provisions of this Subordinated Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Subordinated Debt Securities of any such series shall mean the Depositary with respect to the Subordinated Debt Securities of that series.

“Discharged” has the meaning specified in Section 1402(b).

“Discount Security” means any Subordinated Debt Security that is issued with original issue discount within the meaning of Section 1273(a) of the Code and the regulations thereunder and any other Subordinated Debt Security designated by the Company as issued with original issue discount for United States federal income tax purposes.

“Dollar” or “$” means such currency of the United States as at the time of payment is legal tender for the payment of public and private debts.

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

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Federal Reserve” means the Board of Governors of the Federal Reserve System.

“Floating Rate Security” means a Subordinated Debt Security that provides for the payment of interest at a variable rate determined periodically by reference to an interest determination method specified pursuant to Section 301.

“Global Security” means a Registered Security evidencing all or part of a series of Subordinated Debt Securities issued to the Depositary for such series in accordance with Section 303(c).

“Holder” means, with respect to a Registered Security, the Registered Holder.

“Indebtedness for Money Borrowed” means, when used with respect to the Company, (a) any obligation of the Company, or any obligation guaranteed by the Company, for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, (b) similar obligations arising from off-balance sheet guarantees and direct credit substitutes, (c) obligations associated with derivative products, such as interest-rate and foreign- exchange-rate contracts, commodity contracts and similar arrangements, and (d) any deferred obligations for the payment of the purchase price of property or assets.

“Indebtedness Ranking Junior to the Subordinated Debt Securities” means any Indebtedness for Money Borrowed of the Company, whether outstanding on the date of execution of this Subordinated Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks junior to and not equally with or prior to the Subordinated Debt Securities (and any other Indebtedness Ranking on a Parity with the Subordinated Debt Securities) in right of payment upon the happening of any event of the kind specified in the first sentence of the second paragraph of Section 1501. The securing of any Indebtedness for Money Borrowed of the Company otherwise constituting Indebtedness Ranking Junior to the Subordinated Debt Securities shall not be deemed to prevent such Indebtedness for Money Borrowed from constituting Indebtedness Ranking Junior to the Subordinated Debt Securities.

“Indebtedness Ranking on a Parity with the Subordinated Debt Securities” means Indebtedness for Money Borrowed of the Company, whether outstanding on the date of execution of the Subordinated Indenture or thereafter created, assumed or incurred, which specifically by its terms ranks equally with and not prior to the Subordinated Debt Securities in the right of payment upon the happening of any event of the kind specified in the first sentence of the second paragraph of Section 1501. Indebtedness Ranking on a Parity with the Subordinated Debt Securities includes obligations to trade creditors created or assumed by the Company in the ordinary course of business. The securing of any Indebtedness for Money Borrowed of the Company otherwise constituting Indebtedness Ranking on a Parity with the Subordinated Debt Securities shall not be deemed to prevent such Indebtedness for Money Borrowed from constituting Indebtedness Ranking on a Parity with the Subordinated Debt Securities.

“Indexed Security” means a Subordinated Debt Security the terms of which provided that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

The term “interest” when used with respect to a Discount Security which by its terms bears interest only after Maturity means interest payable after Maturity.

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

“Maturity” when used with respect to any Subordinated Debt Security means the date on which the principal of such Subordinated Debt Security becomes due and payable as therein or herein provided, whether at the Stated Maturity with respect to such principal or by declaration of acceleration, call for redemption, repayment at the option of the Holder thereof or otherwise.

“Obligee” has the meaning specified in Section 1501.

“Offering Document” has the meaning specified in Section 1206(a).

“Officer’s Certificate” means a certificate signed by one of the Chairman, a Vice Chairman, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who shall be satisfactory to the Trustee and who may be counsel to the Company, that is delivered to the Trustee.

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

(a) Subordinated Debt Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

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

(c) mutilated, destroyed, lost or stolen Subordinated Debt Securities that have been paid pursuant to the second paragraph of Section 306 or exchanged for or replaced by other Subordinated Debt Securities that have been authenticated and delivered pursuant the first paragraph of Section 306, other than any such Subordinated Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Subordinated Debt Securities are held by a bona fide purchaser in whose hands such Subordinated Debt Securities are valid obligations of the Company.

In determining whether the Holders of the requisite principal amount of Subordinated Debt Securities Outstanding have performed any Act hereunder, Subordinated Debt Securities owned by the Company or any other obligor upon the Subordinated Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such Act, only Subordinated Debt Securities that the Trustee knows to be so owned shall be so disregarded. Subordinated Debt Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to such Subordinated Debt Securities and that the pledgee is not the Company or any other obligor upon the Subordinated Debt Securities or any Affiliate of the Company or of such other obligor. In determining whether the Holders of the requisite principal amount of Outstanding Subordinated Debt Securities have performed any Act hereunder, (i) the principal amount of a Discount Security that shall be deemed to be Outstanding for such purpose shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 and (ii) the principal amount of any Indexed Security that may be counted in

making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Indexed Security pursuant to Section 301.

“Paying Agent” means any Person authorized by the Company to pay the principal of, premium, if any, or interest on any Subordinated Debt Securities on behalf of the Company.

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

“Place of Payment” when used with respect to the Subordinated Debt Securities of any series means the place or places where the principal of (and premium, if any) and interest on the Subordinated Debt Securities of that series are payable as specified pursuant to Section 301.

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

“Redemption Date” means the date fixed for redemption of any Subordinated Debt Security pursuant to this Subordinated Indenture which, in the case of a Floating Rate Security, unless otherwise specified pursuant to Section 301, shall be an Interest Payment Date only.

“Redemption Price” means, in the case of a Discount Security, the amount of the principal thereof that would be due and payable as of the Redemption Date upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 and, in the case of any other Subordinated Debt Security, the principal amount thereof, plus, in each case, premium, if any, and accrued and unpaid interest, if any, to the Redemption Date.

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

“Registered Security” means any Subordinated Debt Security registered as to principal, premium, if any, and interest in the Security Register.

“Regular Record Date” for the interest payable on the Registered Securities of any series on any Interest Payment Date means the date specified for that purpose pursuant to Section 301 for such Interest Payment Date.

“Regulation S-X” means Regulation S-X promulgated under the Exchange Act.

“Repayment Date” means, when used with respect to any Subordinated Debt Security to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant to this Subordinated Indenture.

“Responsible Officer” when used with respect to the Trustee means any officer within the Corporate Trust and Agency Group (or any successor group of the Trustee), including any vice president, assistant vice president, assistant secretary, or other trust officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Trustee’s Corporate Trust Office because of his knowledge of and familiarity with the particular subject.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

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

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Indebtedness” means any Indebtedness for Money Borrowed of the Company, whether outstanding on the date of execution of the Subordinated Indenture or thereafter created, assumed or incurred, except Indebtedness Ranking on a Parity with the Subordinated Debt Securities or Indebtedness Ranking Junior to the Subordinated Debt Securities. Senior Indebtedness also includes any deferrals, renewals or extensions of such Senior Indebtedness. Senior Indebtedness does not include obligations to trade creditors created or assumed by us in the ordinary course of business.

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

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

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

“Subordinated Indenture” means this instrument as originally executed, or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, unless the context otherwise requires, shall include the terms of a particular series of Subordinated Debt Securities as established pursuant to Section 301.

“Subsidiary” means a corporation, limited liability company, partnership or other entity, at least a majority of the outstanding voting stock, membership interests or partnership interests, as the case may be, of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock having voting power for the election of directors, whether at all times or only for so long as no senior class of stock has such voting power by reason of any contingency.

“Successor Corporation” has the meaning specified in Section 1101(1).

“Tier 2 Capital” has the meaning given to it from time to time by the Federal Reserve.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to time, except as otherwise provided herein.

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

“Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Subordinated Debt Securities of any series shall mean the Trustee with respect to Subordinated Debt Securities of such series.

“U.S. GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect from time to time, to the extent applicable to the Company.

“U.S. Government Obligations” has the meaning specified in Section 1402(b).

“United States” means the United States of America (including the States and the District of Columbia), its territories and its possessions.

Section 102

Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Subordinated Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Subordinated Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Subordinated Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Subordinated Indenture shall include:

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

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

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

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

Section 103

Form of Documents Delivered to Trustee.

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

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or representations or Opinion of Counsel with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or representation or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Subordinated Indenture, they may, but need not, be consolidated and form one instrument.

Section 104

Notices, etc. to Trustee and Company.

Any Act of Holders or other document provided or permitted by this Subordinated Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, 101 Barclay Street 8W, New York, New York 10286; or

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Subordinated Indenture or at any other address previously furnished in writing to the Trustee by the Company. Any such Act or other document shall be in the English language.

Section 105

Notice to Holders; Waiver.

Where this Subordinated Indenture provides for notice to Holders of any event by the Company or the Trustee, such notice shall be sufficiently given to Registered Holders (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to such Registered Holders as their names and addresses appear in the Security Register, within the time prescribed; provided that, in any case, any notice to Holders of Floating Rate Securities regarding the determination of a periodic rate of interest, if such notice is required pursuant to Section 301, shall be sufficiently given if given in the manner specified pursuant to Section 301. In any case where notice to Registered Holders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Registered Holder shall affect the sufficiency of such notice with respect to other Registered Holders, and any notice that is mailed in the manner herein provided shall be conclusively deemed to have been received by such Registered Holder, whether or not such Registered Holder actually receives such notice.

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

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

Section 106

[RESERVED.]

Section 107

Effect of Headings and Table of Contents.

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

Section 108

Successors and Assigns.

All covenants and agreements in this Subordinated Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not.

Section 109

Separability Clause.

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

Section 110

Benefits of Subordinated Indenture.

Nothing in this Subordinated Indenture or in the Subordinated Debt Securities, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their respective successors hereunder, the Holders and the holders of Senior Indebtedness, any benefit or any legal or equitable right, remedy or claim under this Subordinated Indenture.

Section 111

Governing Law.

This Subordinated Indenture and the Subordinated Debt Securities shall be deemed to be contracts made and to be performed entirely in the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State without regard to the conflicts of law rules of said State.

Section 112

Legal Holidays.

Unless otherwise specified pursuant to Section 301, in any case where any Interest Payment Date, Redemption Date or Maturity of any Subordinated Debt Security of any series shall not be a Business Day at any Place of Payment for the Subordinated Debt Securities of that series, then (notwithstanding any other provision of this Subordinated Indenture or of the Subordinated Debt Securities) payment of principal (and premium, if any) or interest need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on such Interest Payment Date, Redemption Date or Maturity, and no interest shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or duly provided for on such Business Day.

Section 113

No Security Interest Created.

Nothing in this Subordinated Indenture or in the Subordinated Debt Securities, express or implied, shall be construed to constitute a security interest in favor of the Registered Holders under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect in any jurisdiction where property of the Company or its Subsidiaries is or may be located.

Section 114

Limitation of Individual Liability.

No recourse under or upon any obligation, covenant or agreement contained in this Subordinated Indenture or in any Subordinated Debt Security because of any indebtedness evidenced thereby, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any Successor Corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise; it being expressly understood that this Subordinated Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Company or any Successor Corporation, or any of them, because of the creation of the indebtedness hereby

authorized, or under or by reason of the obligations, covenants or agreements contained in this Subordinated Indenture or in any Subordinated Debt Security or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Subordinated Indenture or in any Subordinated Debt Security or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Subordinated Indenture and the issuance of such Subordinated Debt Security.

Section 115

Company’s Submission to Jurisdiction.

The Company irrevocably and unconditionally (a) agrees that any suit, action or legal proceeding arising out of or relating to the Subordinated Indenture and each Subordinated Debt Security that is brought by the Company must be brought by the Company in any New York State Court or Federal Court of the United States of America sitting in New York County; (b) consents to the jurisdiction of such court in any suit, action or proceeding; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts; and (d) agrees that service of any court paper may be effected on the Company by mail, as provided in this Subordinated Indenture, or in such manner as may be provided under applicable laws or court rules in the State of New York.

Section 116

Company’s Waiver of Jury Trial.

THE COMPANY 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 SUBORDINATED INDENTURE, THE SUBORDINATED DEBT SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

ARTICLE II

SUBORDINATED DEBT SECURITY FORMS

Section 201

Forms Generally.

The Subordinated Debt Securities of each series shall be substantially in one of the forms established in or pursuant to one or more indentures supplemental hereto, and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Subordinated Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Subordinated Indenture, 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 on which any series of the Subordinated Debt Securities may be listed or of any automated quotation system on which any such series may be quoted, or to conform to usage, all as determined by the officers executing such Subordinated Debt Securities as conclusively evidenced by their execution of such Subordinated Debt Securities.

The definitive Subordinated Debt Securities, if any, of each series shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, provided that such manner is permitted by the rules of any securities exchange on which such series of Subordinated Debt Securities may be listed or of any automated quotation system on which such series may be quoted, all as determined by the officers executing such Subordinated Debt Securities, as conclusively evidenced by their execution of such Subordinated Debt Securities.

Section 202

Form of Trustee’s Certificate of Authentication.

The form of the Trustee’s certificate of authentication to be borne by the Subordinated Debt Securities shall be substantially as follows:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Subordinated Debt Securities of the series designated therein issued under the within-mentioned Subordinated Indenture.


THE BANK OF NEW YORK MELLON, as Trustee

By:
		Authorized Signatory

Section 203

Form of Trustee’s Certificate of Authentication by an Authenticating Agent.

If at any time there shall be an Authenticating Agent appointed with respect to any series of Subordinated Debt Securities, then the Trustee’s Certificate of Authentication by such Authenticating Agent to be borne by Subordinated Debt Securities of each such series shall be substantially as follows:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Subordinated Debt Securities of the series designated therein issued under the within-mentioned Subordinated Indenture.


THE BANK OF NEW YORK MELLON, as Trustee

By:
		Authenticating Agent

By:
		Authorized Signatory

Section 204

Securities Issuable in Global Form.

If Subordinated Debt Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding Section 301(7) and the provisions of Section 302, any such Subordinated Debt Security shall represent such of the Outstanding Subordinated Debt Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Subordinated Debt Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Subordinated Debt Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Subordinated Debt Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Subordinated Debt Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Subordinated Debt Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to (i) any endorsement to reflect the amount, or any increase or decrease in the amount, of Outstanding Subordinated Debt Securities represented by such Subordinated Debt Security in global form or (ii) delivery or redelivery of a Subordinated Debt Security in permanent global form shall be, in each case, in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel so long as an Opinion of Counsel was provided in connection with the delivery of such Company Order pursuant to Section 303 or Section 304.

The provisions of the last sentence of Section 303(g) shall apply to any Subordinated Debt Security represented by a Subordinated Debt Security in global form if such Subordinated Debt Security was never issued and sold by the Company and the Company delivers to the Trustee the Subordinated Debt Security in global form together with written instructions (which shall be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Subordinated Debt Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303(g).

Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of any premium and interest on any Subordinated Debt Security in permanent global form shall be made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 311 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat the Holder of a permanent global Subordinated Debt Security in registered form as the Holder of such principal amount of Outstanding Subordinated Debt Securities represented by such permanent global Subordinated Debt Security.

ARTICLE III

THE SUBORDINATED DEBT SECURITIES

Section 301

Amount Unlimited; Issuable in Series.

The aggregate principal amount of Subordinated Debt Securities that may be authenticated and delivered under this Subordinated Indenture is unlimited. The Subordinated Debt Securities may be issued in one or more series. There shall be established in one or more indentures supplemental hereto, prior to the issuance of Debt Securities of any series any or all of the following, as applicable:

(1) the title of the Subordinated Debt Securities of the series (which shall distinguish the Subordinated Debt Securities of such series from all other series of Subordinated Debt Securities);

(2) the limit, if any, upon the aggregate principal amount of the Subordinated Debt Securities of the series that may be authenticated and delivered under this Subordinated Indenture (except for Subordinated Debt Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Subordinated Debt Securities of such series pursuant to Section 304, Section 305, Section 306, Section 1106 or Section 1307);

(3) the dates on which or periods during which the Subordinated Debt Securities of the series may be issued, and the dates on, or the range of dates within, which the principal of (and premium, if any, on) the Subordinated Debt Securities of such series are or may be payable;

(4) the rate or rates at which the Subordinated Debt Securities of the series shall bear interest, if any, or the method by which the rate or rates will be determined, and the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, and, in the case of Registered Securities, the Regular Record Dates for the interest payable on such Interest Payment Dates or the method by which the date or dates will be determined;

(5) if other than the Corporate Trust Office of the Trustee in New York City, the place or places where (i) the principal of, premium, if any, and any interest on the Subordinated Debt Securities of the series will be payable, (ii) Subordinated Debt Securities of the series may be surrendered for registration of transfer, (iii) Subordinated Debt Securities of the series may be surrendered for exchange, and (iv) notices to or upon the Company in respect of the Subordinated Debt Securities of the series and this Subordinated Indenture may be served;

(6) the period or periods within which or the dates on which, the price or prices at which and the terms and conditions upon which Subordinated Debt Securities of the series may be redeemed, if any, in whole or in part, at the option of the Company or otherwise;

(7) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which individual Subordinated Debt Securities of the series shall be issuable;

(8) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;

(9) if other than the principal amount, the portion of the principal amount (or the method by which such portion will be determined) of Subordinated Debt Securities of the series that will be payable upon declaration of acceleration of the Maturity thereof;

(10) if other than in Dollars, the currency in which the Subordinated Debt Securities of the series will be denominated or in which payment of the principal of, premium, if any, or interest, if any, on the Subordinated Debt Securities of the series will be payable and any other terms concerning such payment;

(11) any index, formula or other method (including a method based on changes in the prices or performance of particular securities, currencies, intangibles, goods, articles or commodities, or any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance), or a combination thereof, used to determine the amount of payments of principal of, premium, if any, and any interest on the Subordinated Debt Securities of the series and the manner in which those amounts will be determined;

(12) if the principal of, premium, if any, or interest, if any, on Subordinated Debt Securities of the series is to be payable in other than or in combination with cash, the securities, commodities, other property or combination thereof in which such principal, premium, if any, or interest, if any, is so payable, and the terms and conditions (including the manner of determining the value of any such securities, commodities, other property or any combination thereof) upon which such payment is to be made;

(13) if the principal of, premium, if any, or interest, if any, on Subordinated Debt Securities of the series are to be payable, at the election of the Company or a holder of Subordinated Debt Securities of the series, in a currency other than that in which the Subordinated Debt Securities are denominated or stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made and the time and the manner of determining the exchange rate between the currency in which the Subordinated Debt Securities of the series are denominated or payable without such election and the currency in which the Subordinated Debt Securities of the series are to be paid if such election is made;

(14) if, at the election of the Company or a holder of Subordinated Debt Securities of the series, the Subordinated Debt Securities of the series are to be convertible into, or redeemable or exchangeable for, cash, securities, commodities, other property, or a combination thereof (or the cash value thereof), the terms and conditions upon which such election may be made and the time and the manner of determining such conversion, redemption or exchange;

(15) any provisions relating to the extension of, maturity of, or the renewal of, the Subordinated Debt Securities of the series;

(16) the terms on which the Subordinated Debt Securities of the series will be convertible into or exchangeable for or payable in cash, securities or other property;

(17) if any payments are to be made at the election of the Company or otherwise in a currency other than that in which the Subordinated Debt Securities of the series are stated to be payable, the periods within which, and the terms upon which, such election may be made;

(18) whether provisions relating to defeasance and covenant defeasance will be applicable to Subordinated Debt Securities of the series;

(19) any other provisions granting special rights to Holders of Subordinated Debt Securities of the series upon the occurrence of specified events;

(20) any modifications, deletions or additions to the Events of Default, Defaults or covenants of the Company with respect to the Subordinated Debt Securities of the series;

(21) whether the Subordinated Debt Securities of the series are issuable initially in temporary or permanent global form (with or without coupons) and, if so (i) the identity of any initial depositary for such global Subordinated Debt Securities, and (ii) whether (and the circumstances under which) beneficial owners of interests in permanent global Subordinated Debt Securities may exchange their interests for Subordinated Debt Securities of such series and of like tenor of any authorized form and denomination;

(22) the date as of which any temporary global Subordinated Debt Security will be dated if other than the original issuance date of the first Subordinated Debt Security of that series to be issued;

(23) the Person to whom any interest on any Registered Subordinated Debt Securities of the series will be payable, if other than the Registered Holder, and the extent to which and manner that any interest payable on a temporary global Subordinated Debt Security will be paid if other than as specified in this Subordinated Indenture;

(24) the form and/or terms of certificates, documents or conditions, if any, for Subordinated Debt Securities of the series to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Subordinated Debt Security of such series); and

(25) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series of Subordinated Debt Securities.

All Subordinated Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in any such indenture supplemental hereto. All Subordinated Debt Securities of any one series need not be issued at the same time and, unless otherwise provided, additional Subordinated Debt Securities of such series may be issued, with identical terms to those previously issued except for the date of issuance thereof.

Section 302

Denominations.

In the absence of any specification pursuant to Section 301 with respect to Subordinated Debt Securities of any series, the Subordinated Debt Securities of such series shall be issuable only as Registered Securities without coupon, which, other than Global Security, shall be in denominations of $1,000 and any integral multiple thereof, and shall be denominated and payable only in Dollars.

Section 303

Execution, Authentication, Delivery and Dating.

(a) The Subordinated Debt Securities of any series shall be executed on behalf of the Company by its Chairman, a Vice Chairman, its President or one of its Vice Presidents. The signature of any of these officers may be manual or facsimile. Subordinated Debt Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Debt Securities or did not hold such offices at the date of such Subordinated Debt Securities.

(b) At any time and from time to time after the execution and delivery of this Subordinated Indenture, the Company may deliver Subordinated Debt Securities of any series, executed by the Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Subordinated Debt Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Subordinated Debt Securities. The Trustee shall be entitled to receive, prior to the authentication and delivery of the first Subordinated Debt Securities of such series, (i) the supplemental indenture setting forth the form and terms of such Subordinated Debt Securities, (ii) an Officer’s Certificate stating that all conditions precedent provided for in this Subordinated Indenture relating to the issuance of the Subordinated Debt Securities have been complied with and as to the absence of any event that is, or after notice or lapse of time or both would become, a Default, and (iii) an Opinion of Counsel stating that:

(1) all conditions in the Subordinated Indenture or applicable supplemental indenture relating to the authentication and delivery of the Subordinated Debt Securities have been complied with;

(2) the Subordinated Debt Securities have been duly authorized and executed by the Company, and, assuming due authentication by the Trustee and delivery by the Company, constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object; and

(3) any supplemental indenture establishing the forms or terms of such Subordinated Debt Securities has been duly authorized, executed and delivered by the Company; and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and subject to such other exceptions as counsel shall request and as to which the Trustee shall not reasonably object.

If all of the Subordinated Debt Securities of a series are not to be originally issued at the same time, then the Opinion of Counsel, Officer’s Certificate or other documents required to be delivered pursuant to this Section 303(b) need be delivered only once, prior to the authentication and delivery of the first Subordinated Debt Security of such series; provided that any subsequent request by the Company to the Trustee to authenticate Subordinated Debt Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the Officer’s Certificate delivered pursuant to this Section 303(b) shall be true and correct as if made on such date.

(c) If the Company shall establish pursuant to Section 301 that the Subordinated Debt Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, upon receipt by the Trustee of the Company Order authorizing such authentication, authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Subordinated Debt Securities of such series to be represented by one or more Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear one or more legends to be specified pursuant to Section 301.

(d) Each Depositary designated pursuant to Section 301 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation.

(e) The Trustee shall not be required to authenticate any Subordinated Debt Securities if the issuance of such Subordinated Debt Securities pursuant to this Subordinated Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Subordinated Debt Securities and this Subordinated Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

(f) Each Subordinated Debt Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 301 with respect to the Subordinated Debt Securities of any series.

(g) No Subordinated Debt Security shall be entitled to any benefit under this Subordinated Indenture or be valid or obligatory for any purpose unless there appears on such

Subordinated Debt Security a certificate of authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manual signature of one of its authorized officers, and such certificate upon any Subordinated Debt Security shall be conclusive evidence, and the only evidence, that such Subordinated Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Subordinated Indenture. Notwithstanding the foregoing, if any Subordinated Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Subordinated Debt Security to the Trustee for cancellation as provided in Section 308 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Subordinated Debt Security has never been issued or sold by the Company, for all purposes of this Subordinated Indenture such Subordinated Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Subordinated Debt Indenture.

Section 304

Temporary Subordinated Debt Securities.

Pending the preparation of definitive Subordinated Debt Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Subordinated Debt Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Subordinated Debt Securities in lieu of which they are issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Subordinated Debt Securities, may determine, as conclusively evidenced by their execution of such Subordinated Debt Securities. Any such temporary Subordinated Debt Security may be in global form, representing all or a portion of the Outstanding Subordinated Debt Securities of such series.

Every such temporary Subordinated Debt Security shall be executed by the Company and shall be authenticated and delivered by the Trustee or the Authenticating Agent, as the case may be, upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Subordinated Debt Security or Securities in lieu of which it is issued.

If temporary Subordinated Debt Securities of any series are issued, the Company will cause definitive Subordinated Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Subordinated Debt Securities of such series, the temporary Subordinated Debt Securities of such series shall be exchangeable for definitive Subordinated Debt Securities of such series upon surrender of the temporary Subordinated Debt Securities of such series at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder, except as provided in Section 305 in connection with a transfer, and upon surrender for cancellation of any one or more temporary Subordinated Debt Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Subordinated Debt Securities of the same series of authorized denominations and of like tenor. Until so exchanged, temporary Subordinated Debt Securities of any series shall in all respects be entitled to the same benefits under this Subordinated Indenture as definitive Subordinated Debt Securities of such series.

Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the individual Subordinated Debt Securities represented thereby pursuant to this Section 304 or Section 305, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Section 305

Registration, Transfer and Exchange.

(a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Registered Securities (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers and exchanges of Registered Securities and the address at which notice and demand to or upon the Company in respect of this Subordinated Indenture and the Subordinated Debt Securities may be served by the Holders of Subordinated Debt Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Registered Securities and registering transfers and exchanges of Registered Securities as herein provided; provided that the Company may appoint co-Security Registrars. Such Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable period of time. At all reasonable times the Security Register shall be open for inspection by the Company or the Trustee.

Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose, the Company shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee, one or more new Registered Securities of the same series of any authorized denomination or denominations of like tenor and aggregate principal amount, bearing a number not contemporaneously Outstanding and containing identical terms and provisions.

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Subordinated Debt Securities represented thereby, a Global Security representing all or a portion of the Subordinated Debt Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

At the option of the Holder, Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for other Registered Securities of the same series of any authorized denomination or denominations of like tenor and aggregate principal amount containing identical terms and conditions, upon surrender of the Registered Securities to be exchanged at the office or agency of the Company maintained for such purpose.

Whenever any Subordinated Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Subordinated Debt Securities that the Holder making the exchange is entitled to receive.

(b) If at any time the Depositary for the Subordinated Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Subordinated Debt Securities of such series or if at any time the Depositary for the Subordinated Debt Securities of such series shall no longer be eligible under Section 303(d), the Company shall appoint a successor Depositary with respect to the Subordinated Debt Securities of such series. If a successor Depositary for the Subordinated Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Subordinated Debt Securities of such series, will authenticate and deliver, individual Subordinated Debt Securities of such series in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing Subordinated Debt Securities of such series in exchange for such Global Security or Securities.

The Company may at any time and in its sole discretion determine that Subordinated Debt Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Subordinated Debt Securities of such series, will authenticate and deliver, individual Subordinated Debt Securities of such series in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing Subordinated Debt Securities of such series in exchange for such Global Security or Securities.

If specified by the Company pursuant to Section 301 with respect to a series of Subordinated Debt Securities, the Depositary for such series of Subordinated Debt Securities may surrender a Global Security for such series of Subordinated Debt Securities in exchange in whole or in part for individual Subordinated Debt Securities of such series on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

(i) to each Person specified by such Depositary a new individual Subordinated Debt Security or Securities of the same series, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and

(ii) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of individual Subordinated Debt Securities delivered to Holders thereof.

In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Subordinated Debt Securities in registered form and in authorized denominations.

Upon the exchange of a Global Security for individual Subordinated Debt Securities, such Global Security shall be canceled by the Trustee. Individual Registered Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Registered Securities to the Persons in whose names such Registered Securities are so registered.

(c) All Subordinated Debt Securities issued upon any transfer or exchange of Subordinated Debt Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Subordinated Indenture, as the Subordinated Debt Securities surrendered for such transfer or exchange.

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

No service charge will be made for any transfer or exchange of Subordinated Debt Securities except as provided in Section 304 or Section 306. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration, transfer or exchange of Subordinated Debt Securities, other than those expressly provided in this Subordinated Indenture to be made at the Company’s own expense or without expense or without charge to the Holders.

The Company or the Trustee, as applicable, shall not be required (i) to register, transfer or exchange Subordinated Debt Securities of any series during a period beginning at the opening of business 15 days before the day of the transmission of a notice of redemption of Subordinated Debt Securities of such series selected for redemption under Section 1303 and ending at the close of business on the day of such transmission, or (ii) to register, transfer or exchange any Subordinated Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Subordinated Debt Security being redeemed in part.

Section 306

Mutilated, Destroyed, Lost and Stolen Subordinated Debt Securities.

If (a) any mutilated Subordinated Debt Security is surrendered to the Trustee at its Corporate Trust Office or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Subordinated Debt Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them and any Paying Agent harmless, and neither the Company nor the Trustee receives notice that such Subordinated Debt Security has been acquired by a bona fide purchaser, then the Company shall execute and upon Company Request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Subordinated Debt Security, a new Subordinated Debt Security of the same series of like tenor, form, terms and principal amount, bearing a number not contemporaneously Outstanding.

In case any such mutilated, destroyed, lost or stolen Subordinated Debt Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Subordinated Debt Security, pay the amount due on such Subordinated Debt Security in accordance with its terms.

Upon the issuance of any new Subordinated Debt Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in respect thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Subordinated Debt Security of any series, issued pursuant to this Section 306 shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Subordinated Debt Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Subordinated Indenture equally and proportionately with any and all other Subordinated Debt Securities of that series duly issued hereunder.

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

Section 307

Payment of Interest; Interest Rights Preserved.

(a) Interest on any Registered Security that is payable and is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such Registered Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest notwithstanding the cancellation of such Registered Security upon any transfer or exchange subsequent to the Regular Record Date. The Trustee is hereby appointed as the initial “Paying Agent” under this Subordinated Indenture. Payment of interest on Registered Securities shall be made at the Corporate Trust Office or at the corporate offices of the Trustee in New York City (except as otherwise specified pursuant to Section 301) or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or, if provided pursuant to Section 301 and in accordance with arrangements satisfactory to the Trustee, at the option of the Registered Holder, by wire transfer to an account designated by the Registered Holder.

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

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of

the amount of Defaulted Interest proposed to be paid on each such Registered Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holders of such Registered Securities at their addresses as they appear in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Registered Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

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

(c) Subject to the foregoing provisions of this Section 307, each Subordinated Debt Security delivered under this Subordinated Indenture upon transfer of or in exchange for or in lieu of any other Subordinated Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Subordinated Debt Security.

Section 308

Cancellation.

Unless otherwise specified pursuant to Section 301 for Subordinated Debt Securities of any series, all Subordinated Debt Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Subordinated Debt Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Subordinated Debt Securities so delivered shall be promptly canceled by the Trustee. No Subordinated Debt Securities shall be authenticated in lieu of or in exchange for any Subordinated Debt Securities canceled as provided in this Section, except as expressly permitted by this Subordinated Indenture. All canceled Subordinated Debt Securities held by the Trustee shall be returned to the

Company. The acquisition of any Subordinated Debt Securities by the Company shall not operate as a redemption or satisfaction of the indebtedness represented thereby unless and until such Subordinated Debt Securities are surrendered to the Trustee for cancellation.

Section 309

Computation of Interest.

Except as otherwise specified pursuant to Section 301 for Subordinated Debt Securities of any series, interest on the Subordinated Debt Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 310

CUSIP Numbers and ISINs.

The Company in issuing the Securities may use “CUSIP” numbers and/or “ISINs,” if either is then generally in use, and, if so, the Trustee shall use “CUSIP” numbers and/or “ISINs” in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Subordinated Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Subordinated Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

Section 311

Persons Deemed Owners.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 307) interest, if any, on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All payments made to any Holder, or upon his order, shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the liability for moneys payable upon such Subordinated Debt Security. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global Subordinated Debt Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Notwithstanding the foregoing, with respect to any global Subordinated Debt Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depositary, as a Holder, with respect to such global Subordinated Debt Security or impair, as between such Depositary and owners of beneficial interests in such global Subordinated Debt Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Subordinated Debt Security.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 401

Satisfaction and Discharge of Subordinated Indenture.

This Subordinated Indenture, with respect to the Subordinated Debt Securities of any series (if all series issued under this Subordinated Indenture are not to be affected), shall, upon Company Order, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Subordinated Debt Securities herein expressly provided for and rights to receive payments of principal of (and premium, if any) and interest on such Subordinated Debt Securities) and the Trustee, upon receipt of a Company Order and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Subordinated Indenture, when

(1) either

(A) all Subordinated Debt Securities of such series theretofore authenticated and delivered (other than (i) Subordinated Debt Securities of such series that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 306 and (ii) Subordinated Debt Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1203) have been delivered to the Trustee for cancellation; or

(B) all Subordinated Debt Securities of such series not theretofore delivered to the Trustee for cancellation,

(i) have become due and payable, or

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

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Debt Securities for principal (and premium, if any) and interest to the date of such deposit (in the case of Subordinated Debt Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; provided in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with

respect to the Company within 91 days after the deposit and the Trustee is required to return the moneys then on deposit with the Trustee to the Company, the obligations of the Company under this Subordinated Indenture with respect to such Subordinated Debt Securities shall not be deemed terminated or discharged;

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

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Subordinated Indenture with respect to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Subordinated Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Company to any Authenticating Agent under Section 614, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1203 shall survive.

Section 402

Application of Trust Money.

Subject to Section 607 and the provisions of the last paragraph of Section 1203, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Subordinated Debt Securities and this Subordinated Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, or the principal (and premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee, except that such money need not be segregated from other funds except to the extent required by applicable law.

Section 403

Indemnity.

The Company shall pay and indemnify the Trustee and the Holders of Subordinated Debt Securities of any series as to which the Company’s obligations under this Subordinated Indenture have terminated against any tax, fee or other charge resulting from the deposit of cash in accordance with Section 401 and termination of the Company’s obligations under this Subordinated Indenture with respect to the Subordinated Debt Securities of such series.

Section 404

Subordination Provisions Inapplicable.

Notwithstanding anything contained herein to the contrary, any money that shall have been deposited by the Company with the Trustee pursuant to Section 401 shall not be subject to the provisions of Article XV of this Subordinated Indenture respecting subordination of the Subordinated Debt Securities; provided that said provisions respecting subordination shall continue to apply to such money, if any, that has been returned to the Company or its legal representative pursuant to an order or judgment of a court or governmental authority but only to the extent that all obligations of the Company under this Subordinated Indenture, the Subordinated Debt Securities shall be in full force and effect.

ARTICLE V

REMEDIES

Section 501

Events of Default.

“Event of Default” wherever used herein with respect to Subordinated Debt Securities of any series means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law, pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless it is inapplicable to a particular series:

(1) the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, receivership, insolvency, reorganization or similar law;

(2) the commencement by the Company of a voluntary case under any applicable federal or state bankruptcy, receivership, insolvency, reorganization or other similar law of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee sequestrator or similar official of the Company or of substantially all its property; or

(3) any other Event of Default as provided pursuant to Section 301 with respect to the Subordinated Debt Securities of any series.

Section 502

Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Subordinated Debt Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of Outstanding Subordinated Debt Securities of such series may declare the principal amount of (or, if any Subordinated Debt Securities of such series are Discount Securities or Indexed Securities, such portion of the principal amount of such Discount Securities as may be specified in the terms of such Discount Securities or Indexed Securities), premium, if any, and all accrued but unpaid interest, if any, on all the Subordinated Debt Securities of such series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), premium and interest of such series of Subordinated Debt Securities shall become immediately due and payable. Upon payment of such amounts, all obligations of the Company in respect of the payment of principal of and interest on the

Subordinated Debt Securities of such series shall terminate. Notwithstanding the foregoing, if an Event of Default with respect to Subordinated Debt Securities of any series occurs as a result of the happening of any event of the kind specified in the first sentence of the second paragraph of Section 1501 involving the Company, the principal of all outstanding Subordinated Debt Securities of such series, premium, if any, and any interest accrued thereon shall become due and payable immediately without any further action on the part of the Trustee or the Holders of such series of Subordinated Debt Securities.

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

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue installments on all Subordinated Debt Securities of such series,

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

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

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

(2) all Defaults with respect to Subordinated Debt Securities of such series have been remedied, or, if permitted, waived. No such rescission and waiver shall affect any subsequent default or impair any right consequent thereon.

For all purposes under this Subordinated Indenture, if a portion of the principal of any Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Discount Securities.

Section 503

Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee.

“Default”, wherever used herein, means any one of the following events (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) with respect to any series of Subordinated Debt Securities under this Subordinated Indenture:

(1) an Event of Default has occurred with respect to such series of Subordinated Debt Securities as specified in Section 501 or as provided pursuant to Section 301 with respect to the Subordinated Debt Securities of any series;

(2) the Company fails to pay the principal of (or premium, if any, on) any Subordinated Debt Security of such series at the Maturity thereof and such failure is continued for seven days, whether or not such payment is prohibited by Article XV;

(3) the Company fails to pay any installment of interest on any Subordinated Debt Security of such series when such interest becomes due and payable and such failure is continued for 30 days, whether or not such payment is prohibited by Article XV;

(4) the Company fails to perform any covenants or warranties specified in Article XII (other than a covenant or warranty default in whose performance or whose breach is specifically dealt with elsewhere in this Subordinated Indenture, or a covenant or warranty included in this Subordinated Indenture solely for the benefit of a series of Subordinated Debt Securities other than such series), which failure continues for 60 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25% in principal amount of the Outstanding Subordinated Debt Securities of such series; or

(5) any other Default as provided pursuant to Section 301 with respect to the Subordinated Debt Securities of any series.

The Company covenants that, if a Default shall occur with respect to the Subordinated Debt Securities of a particular series, it will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Subordinated Debt Securities of such series, the entire amount then due and payable on such Subordinated Debt Securities, for the principal of, premium, if any, and interest, if any, and interest upon the overdue principal, premium, if any, and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate or rates prescribed therefor in such Subordinated Debt Securities of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree,

and may enforce the same against the Company or any other obligor upon such Subordinated Debt Securities of such series, and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Subordinated Debt Securities of such series wherever situated; provided that any judgment received in respect of any obligation in respect of such series of Subordinated Debt Securities shall be subordinated to the same extent as any other right to payment under such series of Subordinated Debt Securities.

If a Default with respect to Subordinated Debt Securities of any series occurs and is continuing, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of Subordinated Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Subordinated Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 504

Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceedings, or any voluntary or involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, relative to the Company or any other obligor upon the Subordinated Debt Securities, of a particular series or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of such Subordinated Debt Securities shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Subordinated Debt Securities of such series and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of such Subordinated Debt Securities allowed in such judicial proceeding, and

(ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or other similar official) in any such proceeding is hereby authorized by each such Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to such Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Subordinated Debt Securities of such series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 505

Trustee May Enforce Claims Without Possession of Subordinated Debt Securities.

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

Section 506

Application of Money Collected.

Any money collected by the Trustee pursuant to this Article V shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or interest, upon presentation of the Subordinated Debt Securities of any series in respect of which money has been collected and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due to the Trustee under Section 607;

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

THIRD: The balance, if any, to the Person or Persons entitled thereto.

Section 507

Limitation on Suits.

No Holder of any Subordinated Debt Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Subordinated Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

(2) the Holders of not less than 25% in principal amount of the Outstanding Subordinated Debt Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Default in its own name as Trustee hereunder;

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

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Subordinated Debt Securities of such series;

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

For the protection and enforcement of the provisions of this Section 507, each and every Holder of Subordinated Debt Securities of any series and the Trustee for such series shall be entitled to such relief as can be given at law or in equity.

Section 508

Unconditional Right of Holders to Receive Principal, Premium and Interest.

Subject only to the provisions of Article XV, the Holder of any Subordinated Debt Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on the respective Stated Maturity or Maturities expressed in such Subordinated Debt Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment and interest thereon, and such right shall not be impaired without the consent of such Holder.

Section 509

Restoration of Rights and Remedies.

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

Section 510

Right and Remedies Cumulative.

Except as otherwise expressly provided elsewhere in this Subordinated Indenture, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 511

Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Default shall impair any such right or remedy or constitute a waiver of any such Default or any acquiescence therein.

Every right and remedy given by this Subordinated Indenture or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 512

Control by Holders.

The Holders of not less than a majority in principal amount of the Outstanding Subordinated Debt Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Subordinated Debt Securities of such series; provided that:

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

(2) subject to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceeding so directed might result in personal liability or would be unjustly prejudicial to the Holders of Subordinated Debt Securities of such series not joining in any such direction; and

(3) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Section 513

Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Subordinated Debt Securities of any series may on behalf of the Holders of all the Subordinated Debt Securities of any such series waive any past default hereunder with respect to such series and its consequences, except a default

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

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

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

Section 514

Undertaking for Costs.

All parties to this Subordinated Indenture agree, and each Holder of any Subordinated Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Subordinated Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant, but the provisions of this Section 514 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Subordinated Debt Securities of any series, or to any suit instituted by any Holder of a Subordinated Debt Security for the enforcement of the payment of the principal of (or premium, if any) or interest on such Subordinated Debt Security on or after the respective Stated Maturity or Maturities expressed in such Subordinated Debt Security (or, in the case of redemption, on or after the Redemption Date).

Section 515

Waiver of Stay or Extension Laws.

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

ARTICLE VI

THE TRUSTEE

Section 601

Certain Duties and Responsibilities.

(a) With respect to Subordinated Debt Securities of any series, except during the continuance of an Event of Default or Default with respect to the Subordinated Debt Securities of such series,

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Subordinated Indenture, and no implied covenants or obligations shall be read into this Subordinated Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon an Officer’s Certificate or Opinion of Counsel or any other certificates or opinions furnished to the Trustee and conforming to the requirements of this Subordinated Indenture; but in the case of any Officer’s Certificate or Opinion of Counsel or any other such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Subordinated Indenture.

(b) In case a Default with respect to Subordinated Debt Securities of any series has occurred and is continuing, the Trustee shall, with respect to the Subordinated Debt Securities of such series, exercise such of the rights and powers vested in it by this Subordinated Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Subordinated Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this subsection shall not be construed to limit the effect of subsection (a) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it, with respect to Subordinated Debt Securities of any series, in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Subordinated Debt Securities of such series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Subordinated Indenture with respect to the Subordinated Debt Securities of any such series;

(4) the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and

(5) the Trustee shall not be responsible or liable for any failure or delay in performing any act or fulfilling any of its duties, obligations or responsibilities under this Subordinated Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes, fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communication services (assuming the appropriate back-up systems are in place); acts of civil or military authority or governmental action; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.

(d) Whether or not therein expressly so provided, every provision of this Subordinated Indenture and of each supplemental indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.

Section 602

Notice of Defaults.

Within 90 days after the occurrence of any default hereunder with respect to Subordinated Debt Securities of any series, the Trustee shall by the pertinent methods provided in Section 105 give notice to all Holders of Subordinated Debt Securities of such series of each default hereunder known to the Trustee, unless such default shall have been cured or waived; provided that except in the case of default in the payment of the principal of, premium, if any, or interest on any Subordinated Debt Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Subordinated Debt Securities of such series; provided further that the Trustee shall not be deemed to have knowledge of a default unless either (A) a Responsible Officer of the Trustee assigned to the Trustee’s Corporate Trust Administration Department shall have actual knowledge of such default or (B) the Trustee shall have received written notice thereof from the Company or from any Holder. For the purpose of this Section, the term “default” means any event that is, or after notice or lapse of time or both would become, a Default with respect to Subordinated Debt Securities of such series.

Section 603

Certain Rights of Trustee.

Except as otherwise provided in Section 601:

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

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

(c) whenever in the administration of this Subordinated Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

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

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Subordinated Indenture at the request or direction of any of the Holders of Subordinated Debt Securities of any series pursuant to this Subordinated Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee, in its reasonable discretion, against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h) the Trustee assumes no responsibility for the correctness of the recitals contained herein, in the Subordinated Debt Securities or in any document issued in connection with the sale of the Subordinated Debt Securities (other than the signature and authentication on the Subordinated Debt Securities);

(i) the Trustee makes no representations or warranties as to the validity or sufficiency of this Subordinated Indenture, any supplemental indenture, the Subordinated Debt Securities (other than the signature and authentication on the Subordinated Debt Securities) or of any related document, and the Trustee shall not be accountable for the use, or application by the Company, of any of the Subordinated Debt Securities or of the proceeds from the sale of such Subordinated Debt Securities;

(j) the Trustee shall accept and deliver all notices, reports and other information that are required to be provided or delivered to it pursuant to the Subordinated Indenture, and, where required under the Subordinated Indenture, shall, in its reasonable judgment, determine whether such notices, reports or other information are satisfactory to it in form; provided that receipt and delivery of such reports, information and documents to the Trustee is for informational purposes only and, except for any explicit notice of a default from the Company or a Holder as contemplated by Section 602, the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates);

(k) so long as any Subordinated Debt Securities are registered in the name of Cede & Co., as nominee for The Depository Trust Company, or another Depositary and subject to any listing requirements, notices, reports and other information that are required to be sent to the Holders of such Subordinated Debt Securities may be given by delivery of the relevant notice to The Depository Trust Company for communication by The Depository Trust Company to entitled participants and account holders of such clearing systems;

(l) in no event shall the Trustee be liable for (i) any of its acts or omissions that do not constitute its negligence or willful misconduct, (ii) the acts or omissions of the Company, or (iii) any special, indirect, consequential or punitive damages (including lost profits), regardless of the form of action and even if the same are foreseeable; and

(m) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Subordinated Indenture.

Section 604

Not Responsible for Recitals or Issuance of Subordinated Debt Securities.

The recitals contained herein and in the Subordinated Debt Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Subordinated Indenture, of the Subordinated Debt Securities of any series or to any prospectus relating to the series of Subordinated Debt Securities. The Trustee shall not be accountable for the use or application by the Company of any Subordinated Debt Securities or the proceeds thereof.

Section 605

May Hold Subordinated Debt Securities.

The Trustee, any Paying Agent, the Security Registrar or any officer, director, employee or agent of any Paying Agent, Security Registrar or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Subordinated Debt Securities, and, subject to the limitations set forth in Sections 310(a)(5), 310(b) and 311 of the Trust Indenture Act (as if such sections applied to this Subordinated Indenture), may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent.

Section 606

Money Held in Trust.

Money held by the Trustee or any Paying Agent (except the Company) in trust hereunder need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

Section 607

Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time such compensation in Dollars for all services rendered by it hereunder as may be mutually agreed upon in writing by the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) to reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Subordinated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(3) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust or performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (including the reasonable and documented compensation and expenses and disbursements of its agents and counsel). When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(1) or Section 501(2), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar laws. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Subordinated Debt Securities, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of amounts due on the Subordinated Debt Securities.

The obligations of the Company under this Section 607 to compensate and indemnify the Trustee for expenses, disbursements and advances shall constitute additional indebtedness under this Subordinated Indenture and shall survive the satisfaction and discharge of this Subordinated Indenture.

The term “Trustee” as used in this Section 607 and in Section 506 shall (unless the context shall otherwise require) be construed as extending to and including each Paying Agent, Authenticating Agent and Security Registrar appointed by the Company or the Trustee, as the case may be, and acting hereunder within its meaning as fully for all intents and purposes as if such Paying Agent, Authenticating Agent or Security Registrar were named in this Section 607 and in Section 506 in addition to the Trustee; provided that the foregoing sentence shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as Paying Agent or Security Registrar.

Section 608

Disqualification, Conflicting Interests.

(a) The Trustee shall comply with Section 310(b) of the Trust Indenture Act (as if such section applied to this Subordinated Indenture); provided that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

(b) If Section 310(b) of the Trust Indenture Act is amended at any time after the date of this Indenture to change the circumstances under which a Trustee shall be deemed to have a conflicting interest with respect to the Subordinated Debt Securities of any series or to change any of the definitions in connection therewith, this Section 608 shall be automatically amended to incorporate such changes.

Section 609

Corporate Trustee Required, Eligibility.

There shall at all times be a Trustee hereunder that shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority and having its Corporate Trust Office or an agency in New York, New York; provided that if Section 310(a) of the Trust Indenture Act or the rules and regulations of the Commission under the Trust Indenture Act at any time permit a corporation organized and doing business under the laws of any other jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act, this Section 609 shall be automatically amended to permit a corporation organized and doing business under the laws of any such other jurisdiction to serve as Trustee hereunder. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee shall comply with Section 310(a)(5) of the Trust Indenture Act (as if such section applied to this Subordinated Indenture). If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 610

Resignation and Removal, Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 611.

(b) The Trustee may resign at any time with respect to the Subordinated Debt Securities of one or more series by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Subordinated Debt Securities of such series.

(c) The Trustee may be removed at any time with respect to the Subordinated Debt Securities of any series and a successor Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding Subordinated Debt Securities of such series, delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 608(a) with respect to the Subordinated Debt Securities of any series after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Subordinated Debt Security of such series for at least six months, or

(2) the Trustee shall cease to be eligible under Section 609 with respect to the Subordinated Debt Securities of any series and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Subordinated Debt Security of such series for at least six months, or

(3) the Trustee shall become incapable of acting or a decree or order for relief by a court having jurisdiction in the premises shall have been entered in respect of the Trustee in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar law; or a decree or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trustee or of its property or affairs, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, winding up or liquidation, or

(4) the Trustee shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trustee or its property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Subordinated Debt Securities, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Subordinated Debt Security of any series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee for the Subordinated Debt Securities of such series.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Subordinated Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Subordinated Debt Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Subordinated Debt Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Subordinated Debt Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Subordinated Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Subordinated Debt Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Subordinated Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Subordinated Debt Securities of any series shall have been so appointed by the Company or the Holders of such series and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Subordinated Debt Security of such series for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Subordinated Debt Securities of such series.

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Subordinated Debt Securities of any series and each appointment of a successor Trustee with respect to the Subordinated Debt Securities of any series in the manner and to the extent provided in Section 105 to the Holders of Subordinated Debt Securities of such series. Each notice shall include the name of the successor Trustee with respect to the Subordinated Debt Securities of such series and the address of its Corporate Trust Office.

Section 611

Acceptance of Appointment by Successor.

(a) In the case of an appointment hereunder of a successor Trustee with respect to all Subordinated Debt Securities, each such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become

vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 607.

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

(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in subsection (a) or (b) of this Section, as the case may be.

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

Section 612

Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation

to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Subordinated Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Subordinated Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Subordinated Debt Securities. In case any Subordinated Debt Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Subordinated Debt Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which this Subordinated Indenture provides for the certificate of authentication of the Trustee.

Section 613

Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Subordinated Debt Securities of a series), the Trustee shall be subject to the provisions of the Trust Indenture Act (as if the Trust Indenture Act applied to this Subordinated Indenture) regarding the collection of claims against the Company (or any such other obligor).

Section 614

Appointment of Authenticating Agent.

As long as any Subordinated Debt Securities of a series remain Outstanding, the Trustee may, by an instrument in writing, appoint an authenticating agent (the “Authenticating Agent”), which shall be authorized to act on behalf of the Trustee to authenticate Subordinated Debt Securities of such series issued upon exchange, registration of transfer, partial redemption or pursuant to Section 306. Subordinated Debt Securities of each such series authenticated by such Authenticating Agent shall be entitled to the benefits of this Subordinated Indenture and shall be valid and obligatory for all purposes as if authenticated by such Trustee. Wherever reference is made in this Subordinated Indenture to the authentication and delivery of Subordinated Debt Securities of any series by the Trustee for such series or to the Trustee’s Certificate of Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee for such series by an Authenticating Agent for such series and a Certificate of Authentication executed on behalf of such Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 (determined as provided in Section 609 with respect to the Trustee) and subject to supervision or examination by Federal or State authority.

Any corporation into which any Authenticating Agent may be merged or converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business or corporate trust business of any Authenticating Agent, shall continue to be the Authenticating Agent with respect to all series of Subordinated Debt Securities for which it served as Authenticating Agent without the execution or filing of any paper or any

further act on the part of the Trustee for such series or such Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the applicable Trustee and to the Company.

Upon receiving such a notice of resignation, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614 with respect to one or more of all series of Subordinated Debt Securities, the Trustee for such series shall upon Company Request appoint a successor Authenticating Agent, and the Company shall provide notice of such appointment to all Holders of Subordinated Debt Securities of such series in the manner and to the extent provided in Section 105. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. The Company agrees to pay to the Authenticating Agent for such series from time to time reasonable compensation including reimbursement of its reasonable expenses for its services. The Authenticating Agent for the Subordinated Debt Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee for such series.

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701

Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee with respect to Registered Securities of each series for which it acts as Trustee:

(a) semiannually, not later than 15 days after the Regular Record Date for interest for each series of Subordinated Debt Securities, of each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Registered Holders as of the Regular Record Date, respectively; and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided that if and so long as the Trustee shall be the Security Registrar, no such list need be furnished.

Section 702

Preservation of Information; Communication to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701, received by it in the capacity of Paying Agent or Security Registrar (if so acting) hereunder.

The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished, destroy any information received by it as Paying Agent or Security Registrar (if so acting) hereunder upon delivering to itself as Trustee, not earlier than 45 days after an Interest Payment Date, a list containing the names and addresses of the Holders obtained from such information since the delivery of the next previous list, if any, destroy any list delivered to itself as Trustee which was compiled from information received by it as Paying Agent or Security Registrar (if so acting) hereunder upon the receipt of a new list so delivered.

(b) If three or more Holders (hereinafter referred to as “Applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such Applicant has owned a Subordinated Debt Security for a period of at least six months preceding the date of such application, and such application states that the Applicants desire to communicate with other Holders of Subordinated Debt Securities of a particular series (in which case the Applicants must hold Subordinated Debt Securities of such series) or with all Holders of Subordinated Debt Securities with respect to their rights under this Subordinated Indenture or under the Subordinated Debt Securities and is accompanied by a copy of the form of proxy or other communication which such Applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election either:

(i) afford such Applicants access to the information preserved at the time by the Trustee in accordance with Section 702(a), or

(ii) inform such Applicants as to the approximate number of Holders of Subordinated Debt Securities of such series or of all Subordinated Debt Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 702(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, specified in such application.

If the Trustee shall elect not to afford such Applicants access to such information, the Trustee shall, upon written request of such Applicants, mail to the Holders of Subordinated Debt Securities of such series or all Holders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 702(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail to such Applicants, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Subordinated Debt Securities of such series or all Holders, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion.

(c) Every Holder of Subordinated Debt Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any Paying Agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 702(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 702(b).

Section 703

Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Subordinated Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto (as if the Trust Indenture Act applied to this Subordinated Indenture). If required by Section 313(a) of the Trust Indenture Act (as if such section applied to this Subordinated Indenture), the Trustee shall, within sixty days after each May 15 following the date of this Subordinated Indenture deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a).

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which the Subordinated Debt Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee when the Securities are listed on any stock exchange.

ARTICLE VIII

CONCERNING THE HOLDERS

Section 801

Acts of Holders.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Subordinated Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or proxy duly appointed in writing, and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Whenever in this Subordinated Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Outstanding Subordinated Debt Securities of any series may take any Act, the fact that the Holders of such specified percentage have joined therein may be evidenced (a) by the instrument or instruments executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of Holders voting in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article IX, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders.

Section 802

Proof of Ownership; Proof of Execution of Instruments by Holders.

The ownership of Registered Securities of any series shall be proved by the Security Register for such series or by a certificate of the Security Registrar for such series. Subject to the provisions of Section 601, Section 603 and Section 905, proof of the execution of a writing appointing an agent or proxy and of the execution of any instrument by a Holder or his agent or proxy shall be sufficient and conclusive in favor of the Trustee and the Company if made in the following manner:

The fact and date of the execution by any such person of any instrument may be proved by the certificate of any notary public or other officer authorized to take acknowledgment of

deeds, that the person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, as the case may be, or by any other person acting in a representative capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.

The record of any Holders’ meeting shall be proved in the manner provided in Section 906. The Trustee may in any instance require further proof with respect to any of the matters referred to in this Section so long as the request is a reasonable one. If the Company shall solicit from the Holders of Subordinated Debt Securities of any series any Act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to take such Act, but the Company shall have no obligation to do so. Such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed.

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

Section 803

Revocation of Consents; Future Holders Bound.

At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 801, of the taking of any Act by the Holders of the percentage in aggregate principal amount of the Outstanding Subordinated Debt Securities specified in this Subordinated Indenture in connection with such Act, any Holder of a Subordinated Debt Security the number, letter or other distinguishing symbol of which is shown by the evidence to be included in the Subordinated Debt Securities the Holders of which have consented to such Act may, by filing written notice with the Trustee at the Corporate Trust Office and upon proof of ownership as provided in Section 802, revoke such Act so far as it concerns such Subordinated Debt Security. Except as aforesaid, any such Act taken by the Holder of any Subordinated Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of such Subordinated Debt Security and of any Subordinated Debt Securities issued on transfer or in lieu thereof or in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Subordinated Debt Security or such other Subordinated Debt Securities.

ARTICLE IX

HOLDERS’ MEETINGS

Section 901

Purposes of Meetings.

A meeting of Holders of any or all series may be called at any time and from time to time pursuant to the provisions of this Article IX for any of the following purposes:

(1) to give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V;

(2) remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VI;

(3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 1102; or

(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Subordinated Debt Securities of any one or more or all series, as the case may be, under any other provision of this Subordinated Indenture or under applicable law.

Section 902

Call of Meetings by Trustee.

The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in Section 901, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any series, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to Holders of such series in the manner and to the extent provided in Section 105. Such notice shall be given not less than 20 days or more than 90 days prior to the date fixed for the meeting.

Section 903

Call of Meetings by Company or Holders.

In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Outstanding Subordinated Debt Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized in Section 901, by giving notice thereof as provided in Section 902.

Section 904

Qualifications for Voting.

To be entitled to vote at any meeting of Holders of any series a Person shall be (a) a Holder of a Subordinated Debt Security of the series with respect to which such meeting is being held or (b) a Person appointed by an instrument in writing as agent or proxy by such Holder.

The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.

Section 905

Regulations.

Notwithstanding any other provisions of this Subordinated Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of Subordinated Debt Securities of such series, in regard to proof of the holding of Subordinated Debt Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in Section 903, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by a majority vote of the meeting.

Subject to the provisos in the definition of “Outstanding,” at any meeting each Holder of a Subordinated Debt Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to vote in such manner so that whether the specified percentage required for any Act has been voted may be calculated by the inspectors; provided that no vote shall be cast or counted at any meeting in respect of any Subordinated Debt Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Outstanding Subordinated Debt Securities of such series held by him or instruments in writing duly designating him as the person to vote on behalf of Holders of Subordinated Debt Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of Section 902 or Section 903 may be adjourned from time to time by a majority of such Holders present and the meeting may be held as so adjourned without further notice.

Section 906

Voting.

The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Subordinated Debt Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in Section 902. The record shall show the serial numbers of the Subordinated Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 907

No Delay of Rights by Meeting.

Nothing in this Article IX contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to any Holder under any of the provisions of the Subordinated Indenture or of the Subordinated Debt Securities of any series.

ARTICLE X

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 1001

Company May Consolidate, etc., Only on Certain Terms.

The Company may consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person without the consent of the Holders of any of the Outstanding Subordinated Debt Securities of any series, provided that:

(1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety (the “Successor Corporation”) shall be a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the Subordinated Debt Securities and the performance of every covenant of this Subordinated Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Company as a result of such transaction as having been incurred by the Company at the time of such transaction, no Default, and no event that, after notice or lapse of time, or both, would become a Default, shall have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or lease, and the assumption by any successor entity, and such supplemental indenture comply with this Article X and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 1002

Successor Corporation Substituted.

Upon any consolidation with or merger into any other corporation, or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 1001, the Successor Corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company

under this Subordinated Indenture with the same effect as if such Successor Corporation had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Subordinated Indenture and the Subordinated Debt Securities.

Section 1003

Opinion of Counsel.

The Trustee shall be entitled to receive and, subject to Section 601 and Section 603, shall be protected in relying upon an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance or lease and any such assumption complies with the provisions of this Article X.

ARTICLE XI

SUPPLEMENTAL INDENTURES

Section 1101

Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another corporation to the Company and the assumption by such successor of the covenants of the Company herein and in the Subordinated Debt Securities contained; or

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

(3) to add any additional Defaults or Events of Default (and, if such Defaults or Events of Default are to be applicable to less than all series of Subordinated Debt Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or

(4) to change or eliminate any restrictions on the payment of principal of (or premium, if any, on) Registered Securities, provided that any such action shall not adversely affect the interests of the Holders of Subordinated Debt Securities of any series in any material respect, or to permit or facilitate the issuance of Subordinated Debt Securities of any series in uncertificated form; or

(5) to change or eliminate any of the provisions of this Subordinated Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Subordinated Debt Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; or

(6) to establish the form or terms of Subordinated Debt Securities of any series as permitted by Section 201 and Section 301; or

(7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Subordinated Debt Securities and to add to or change any of the provisions of this Subordinated Indenture as shall be necessary for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

(8) to evidence any changes to Section 608 or Section 609 permitted by the terms thereof; or

(9) to add to or change or eliminate any provision of this Subordinated Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided such action shall not adversely affect the interests of the Holders of the Subordinated Debt Securities of any series in any material respect; or

(10) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Subordinated Indenture that shall not be inconsistent with any provision of this Subordinated Indenture, provided such other provisions shall not adversely affect the interests of the Holders of Outstanding Subordinated Debt Securities of any series created prior to the execution of such supplemental indenture in any material respect.

Section 1102

Supplemental Indentures With Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Subordinated Debt Securities of each series affected by such supplemental indenture voting separately, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Subordinated Indenture or of modifying in any manner the rights of the Holders under this Subordinated Indenture of such Subordinated Debt Securities; provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Subordinated Debt Security of each such series affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Subordinated Debt Security, or reduce the principal amount thereof or the rate or amount of interest thereon or any premium payable upon redemption thereof, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of any Holder of any Subordinated Debt Security, or change any Place of Payment where, or the currency in which, any Subordinated Debt Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be); or

(2) reduce the percentage of principal amount of the Outstanding Subordinated Debt Securities of any series, the consent of whose Holders is required for any modification or amendment of this Subordinated Indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Subordinated Indenture or certain defaults hereunder and their consequences provided for in this Subordinated Indenture; or

(3) modify any of the provisions of this Section 1102, Section 513 or Section 1205, except to increase any such percentage or to provide that certain other provisions of this Subordinated Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Subordinated Debt Security affected thereby; provided that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 1102 and Section 1205, or the deletion of this proviso, in accordance with the requirements of Section 611 and Section 1101(7). It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

A supplemental indenture that changes or eliminates any covenant or other provision of this Subordinated Indenture with respect to one or more particular series of Subordinated Debt Securities, or that modifies the rights of the Holders of Subordinated Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Subordinated Indenture of the Holders of Subordinated Debt Securities of any other series.

Section 1103

Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article XI or the modifications thereby of the trusts created by this Subordinated Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized and permitted by this Subordinated Indenture and is in compliance with all conditions precedent. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that adversely affects the Trustee’s own rights, duties or immunities under this Subordinated Indenture or otherwise in a material way.

Section 1104

Effect of Supplemental Indentures.

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

Section 1105

[RESERVED.]

Section 1106

Reference in Subordinated Debt Securities to Supplemental Indentures.

Subordinated Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article XI may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Subordinated Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Subordinated Debt Securities of such series.

Section 1107

Subordination Unimpaired.

No supplemental indenture entered into under this Article XI shall modify, directly or indirectly, the provisions of Article XV or the definition of Senior Indebtedness in Section 101 in any manner that might alter or impair the subordination of the Subordinated Debt Securities with respect to Senior Indebtedness then outstanding unless each holder of such Senior Indebtedness has consented thereto in writing.

Section 1108

Notice of Supplemental Indenture.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to Section 1102, the Company shall transmit to the Holders of Subordinated Debt Securities of any series affected thereby a notice setting forth the substance of such supplemental indenture.

ARTICLE XII

COVENANTS

Section 1201

Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Subordinated Debt Securities, that it will duly and punctually pay the principal of (and premium, if any) and interest on the Subordinated Debt Securities in accordance with the terms of the Subordinated Debt Securities and this Subordinated Indenture.

Section 1202

Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Subordinated Debt Securities, an office or agency where Subordinated Debt Securities of such series may be presented or surrendered for payment, where Subordinated Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Subordinated Debt Securities of such series and this Subordinated Indenture may be served.

The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.

The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.

Section 1203

Money for Subordinated Debt Securities; Payments To Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Subordinated Debt Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Subordinated Debt Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents with respect to any series of Subordinated Debt Securities it will, prior to each due date of the principal (and premium, if any) or interest on any Subordinated Debt Securities of such series, deposit with any such Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless any such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent with respect to any series of Subordinated Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1203, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Subordinated Debt Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Company (or any other obligor upon the Subordinated Debt Securities of such series) in the making of any payment of principal of (and premium, if any) or interest on the Subordinated Debt Securities of such series; and

(3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Subordinated Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent, and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Subordinated Debt Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company upon Company Request, or (if then held by the Company) shall be discharged from such trust, and the Holder of such Subordinated Debt Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided that the Trustee or such Paying Agent before being required to make any such repayment, may at the expense of the Company cause to be transmitted in the manner and to the extent provided by Section 105, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 1204

Officer’s Certificate as to Default.

The Company will deliver to the Trustee, on or before a date not more than four months after the end of each fiscal year of the Company (which on the date hereof is the calendar year) ending after the date hereof, an Officer’s Certificate (one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company), stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observation of any of the terms, provisions and conditions of this Subordinated Indenture, and, if the Company shall be in default, specifying all such defaults and the nature thereof of which they may have knowledge. Such compliance shall be determined without regard to periods of grace or notice requirements.

Section 1205

Waiver of Certain Covenants.

The Company may omit in any particular instance to comply, if so provided pursuant to Section 301, with any covenant specified pursuant to Section 301 with respect to the Subordinated Debt Securities of any series if, before the time for such compliance, the Holders of at least a majority in principal amount of the Outstanding Subordinated Debt Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant, but no such waiver shall extend to or affect

such covenant except to the extent so expressly waived and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant shall remain in full force and effect.

Section 1206

Reports and Other Information.

So long as Subordinated Debt Securities of any series remain Outstanding, the Company shall furnish to the Trustee and also post on its website each of the following:

(a) within four months following the end of each of the Company’s fiscal years, (i) information with scope and content substantially equivalent to the “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of any offering memorandum, supplemental offering memorandum or similar document (each, an “Offering Document”) pursuant to which the most recently issued series of debt securities under the Company’s Rule 144A/Reg S securities offering program, established pursuant to the Company’s base offering memorandum dated September 25, 2012, have been issued (after taking into consideration any changes to the Company’s business and operations after the date of the applicable Offering Document) with respect to the most recently completed fiscal year (or the two most recent fiscal years in the case of “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which information need not, however, comply with the rules and regulations of the Commission, and (ii) consolidated audited statements of income, balance sheets and statements of cash flows and the related notes thereof for the Company and its Subsidiaries for the two most recent fiscal years, in each case in accordance with U.S. GAAP, together with an audit report thereon by the Company’s independent auditors, which information need not, however, comply with the rules and regulations of the Commission, including Regulation S-X;

(b) within four months following the end of the Company’s fiscal quarter ending September 30, 2012 and thereafter within sixty days following the end of the first three fiscal quarters in each the Company’s fiscal years, consolidated unaudited statements of income, balance sheets and statements of cash flows for the Company and its Subsidiaries, in each case for the quarterly period then ended and the corresponding quarterly period in the prior fiscal year and prepared in accordance with U.S. GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for such quarterly period and the corresponding quarterly period in the prior fiscal year, and condensed footnote disclosure, which information need not, however, comply with the rules and regulations of the Commission, including Regulation S-X; and

(c) within ten Business Days after the occurrence of a material acquisition, disposition, restructuring or change in accountants or any event that would require a report under Items 1.03, 2.01, 2.02 (excluding any public announcement or release regarding results of operations or financial condition for a completed quarterly or annual fiscal period made by an Affiliate of the Company), 2.03, 2.04, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.03 of Form 8-K (or any successor or comparable form) to be filed with the Commission if the Company were required to file reports with the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act, a report containing a description of such event.

Notwithstanding the foregoing, the Company shall not be required to provide any supervisory information or competitively sensitive confidential information pursuant to the requirements set forth above.

In the event that the Company becomes subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, or elects to comply with such provisions, the Company shall, for so long as the Company continues to file the reports required by Section 13(a) or 15(d) of the Exchange Act with the Commission, make available to the Trustee the annual reports, information, documents and other reports that the Company is, or would be, required to file with the Commission pursuant to such Section 13(a) or 15(d). Upon complying with the foregoing requirement, the Company shall be deemed to have complied with the provisions contained in the preceding subsections (a), (b) and (c).

In addition, for so long as Subordinated Debt Securities of any series offered in reliance on the exemptions provided by Rule 144A remain outstanding and during any period when the Company is neither subject to Section 13(a) or Section 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company will furnish to Holders of and prospective investors in such Subordinated Debt Securities, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the relevant Subordinated Debt Securities are not freely transferable under the Securities Act by Persons who are not “affiliates” under the Securities Act. The Company will be entitled to require certification as to a Person’s bona fide status as a Holder of or prospective investor in the relevant Subordinated Debt Securities, as applicable, prior to distributing to such Person the information to be provided by the Company.

ARTICLE XIII

REDEMPTION OF SUBORDINATED DEBT SECURITIES

Section 1301

Applicability of Article.

Subordinated Debt Securities of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified pursuant to Section 301 for Subordinated Debt Securities of any series) in accordance with this Article XIII.

Section 1302

Federal Reserve Approval; Election to Redeem; Notice to Trustee.

Redemption of amounts owed under the Subordinated Debt Securities is subject to the Company obtaining the prior written approval of the Federal Reserve and any additional requirements that the Federal Reserve may impose with respect to redemption of the Subordinated Debt Securities. Notwithstanding the foregoing, if, due to a change in law, regulation or policy subsequent to the issuance of the Subordinated Debt Securities, the Federal Reserve does not require that redemption of instruments be subject to Federal Reserve approval in order for the instrument to be accorded Tier 2 Capital treatment, then no such approval of the Federal Reserve will be required for such redemption.

The election of the Company to redeem any Subordinated Debt Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of

less than all of the Subordinated Debt Securities of any series pursuant to Section 1303, the Company shall, at least 60 days prior to the giving of notice of redemption in Section 1304 by the Company (unless a shorter period shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Subordinated Debt Securities of such series to be redeemed. In case of any redemption at the election of the Company of all of the Subordinated Debt Securities of any series, the Company shall, at least 45 days prior to the giving of notice of redemption in Section 1304 fixed by the Company (unless a shorter period shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date. In the case of any redemption of Subordinated Debt Securities prior to the expiration of any restriction on such redemption provided in the terms of such Subordinated Debt Securities or elsewhere in this Subordinated Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restrictions.

Section 1303

Selection by Trustee of Subordinated Debt Securities To Be Redeemed.

If less than all the Subordinated Debt Securities of any series are to be redeemed at the option of the Company, the particular Subordinated Debt Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date from the Outstanding Subordinated Debt Securities of such series not previously called for redemption by the Trustee (a) in accordance with the Depositary’s procedures, or (b) if no Depositary’s procedures are applicable to such redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Subordinated Debt Securities of such series or any integral multiple thereof) of the principal amount of Subordinated Debt Securities of such series in a denomination larger than the minimum authorized denomination for Subordinated Debt Securities of such series. In any case where more than one Registered Security of such series is registered in the same name, the Trustee may treat the aggregate principal amount so registered as if it were represented by one Registered Security of such series. The Trustee shall promptly notify the Company in writing of the Subordinated Debt Securities selected for redemption and, in the case of any Subordinated Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.

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

Section 1304

Notice of Redemption.

Notice of redemption shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company, not less than 30 days and not more than 60 days prior to the Redemption Date, to the Holders of Subordinated Debt Securities of any series to be redeemed in whole or in part pursuant to this Article XIII, in the manner provided in Section 105. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Failure to give such notice, or any defect in such notice to the Holder of any Subordinated Debt Security of a series designated for redemption, in whole or in part, shall not affect the sufficiency of any notice of redemption with respect to the Holder of any other Subordinated Debt Security of such series.

All notices of redemption shall identify the Subordinated Debt Securities to be redeemed (including CUSIP numbers) and shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) that Subordinated Debt Securities of such series are being redeemed by the Company pursuant to provisions contained in this Subordinated Indenture or the terms of the Subordinated Debt Securities of such series or a supplemental indenture establishing such series, if such be the case, together with a brief statement of the facts permitting such redemption,

(4) if less than all Outstanding Subordinated Debt Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Subordinated Debt Securities to be redeemed,

(5) that on the Redemption Date the Redemption Price will become due and payable upon each such Subordinated Debt Security to be redeemed, and that interest thereon, if any, shall cease to accrue on and after said date,

(6) the Place or Places of Payment where such Subordinated Debt Securities are to be surrendered for payment of the Redemption Price,

(7) if any Subordinated Debt Security of any series is to be redeemed in part, that on and after the Redemption Date, upon surrender of such Subordinated Debt Security, a new Subordinated Debt Security or Subordinated Debt Securities of such series in principal amount equal to the unredeemed portion thereof will be issued or, in the case of Subordinated Debt Securities providing appropriate space for such notation, at the option of the Holder, the Trustee, in lieu of delivering a new Subordinated Debt Security or Subordinated Debt Securities as aforesaid, may make a notation on such Subordinated Debt Security of the payment of the redeemed portion thereof.

Section 1305

Deposit of Redemption Price.

On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust), in immediately available funds, an amount of money in which the Subordinated Debt Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Subordinated Debt Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Subordinated Debt Securities or portions thereof which are to be redeemed on that date.

Section 1306

Subordinated Debt Securities Payable on Redemption Date.

(a) Notice of redemption having been given as aforesaid, any Subordinated Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company shall default in the payment of the Redemption Price) such Subordinated Debt Securities shall cease to bear interest. Upon surrender of any such Subordinated Debt Security for redemption in accordance with said notice, such Subordinated Debt Security shall be paid by the Company at the Redemption Price; provided that installments of interest that have a Stated Maturity on or prior to the Redemption Date for such Subordinated Debt Securities shall be payable according to the terms of such Subordinated Debt Securities and the provisions of Section 307.

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

Section 1307

Subordinated Debt Securities Redeemed in Part.

Any Subordinated Debt Security that is to be redeemed only in part shall be surrendered at the Corporate Trust Office or such other office or agency of the Company as is specified pursuant to Section 301 with, if the Company, the Security Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing, and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Subordinated Debt Security without service charge, a new Subordinated Debt Security or Subordinated Debt Securities of the same series, of like tenor and form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Subordinated Debt Security so surrendered; except that if a Global Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. In the case of a Subordinated Debt Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Subordinated Debt Security or Subordinated Debt Securities as aforesaid, may make a notation on such Subordinated Debt Security of the payment of the redeemed portion thereof.

ARTICLE XIV

DEFEASANCE

Section 1401

Applicability of Article.

If, pursuant to Section 301, provision is made for the defeasance of Subordinated Debt Securities of a series and if the Subordinated Debt Securities of such series are Registered Securities, then the provisions of this Article XIV shall be applicable except as otherwise specified pursuant to Section 301 for Subordinated Debt Securities of such series.

Section 1402

Defeasance Upon Deposit of Moneys or U.S. Government Obligations.

(a) Defeasance of amounts owed under the Subordinated Debt Securities shall be subject to the Company obtaining the prior approval of the Federal Reserve and any additional requirements that the Federal Reserve may impose with respect to defeasance of the Subordinated Debt Securities. Notwithstanding the foregoing, if, due to a change in law, regulation or policy subsequent to the Issue Date, the Federal Reserve does not require that defeasance of instruments be subject to Federal Reserve approval in order for such instruments to be accorded Tier 2 Capital treatment, then no such approval of the Federal Reserve will be required for defeasance of amounts owed under the Subordinated Debt Securities.

(b) Subject to the preceding subsection (a), at the Company’s option, either

(x) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to Subordinated Debt Securities of any series on the 91st day after the applicable conditions set forth below have been satisfied; or

(y) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 1001 and Section 1206 with respect to Subordinated Debt Securities of any series (and, if so specified pursuant to Section 301, any other restrictive covenant added for the benefit of such series pursuant to Section 301), and any omission to comply with such term, provision or condition shall not constitute a Default or an Event of Default under the Subordinated Indenture with respect to such series of Subordinated Debt Securities,

in each case, at any time after the applicable conditions set forth below have been satisfied:

(1) Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Subordinated Debt Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations (as defined below) that through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment, money in an amount or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and (premium, if any) and interest on, the Outstanding Subordinated Debt Securities of such series on the dates such installments of interest or principal and premium are due;

(2) if the Subordinated Debt Securities of such series are then listed on the New York Stock Exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company’s exercise of its option under this Section would not cause such Subordinated Debt Securities to be delisted;

(3) no Default or event (including such deposit) that, with notice or lapse of time, or both, would become a Default with respect to the Subordinated Debt Securities of such series shall have occurred and be continuing on the date of such deposit;

(4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Subordinated Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such option had not been exercised and accompanied by a ruling to that effect received from or published by the Internal Revenue Service; and

(5) the Company shall have delivered to the Trustee (A) an Officer’s Certificate and an Opinion of Counsel, each stating that (i) all conditions precedent to the defeasance under this Section 1402 have been complied with and (ii) the proposed defeasance is authorized and permitted under this Subordinated Indenture and any applicable supplemental indenture, and (B) an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (1) above and the related exercise of the Company’s option under this Section 1402, registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under the Investment Company Act of 1940, as amended, have been effected.

Notwithstanding any other provisions of this Section 1402, such defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations, which may be imposed on the Company in connection therewith pursuant to Section 301.

“Discharged” means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Subordinated Debt Securities of such series and to have satisfied all the obligations under this Subordinated Indenture relating to the Subordinated Debt Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except (A) the rights of Holders of Subordinated Debt Securities of such series to receive, from the trust fund described in clause (1) above, payment of the principal of (and premium, if any) and interest on such Subordinated Debt Securities when such payments are due, (B) the Company’s obligations with respect to the Subordinated Debt Securities of such series under Section 304, Section 305, Section 306 and Section 1203 and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder.

“U.S. Government Obligations” means securities that are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, that, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by

such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

Section 1403

Deposited Moneys and U.S. Government Obligations to be Held in Trust.

All moneys and U.S. Government Obligations deposited with the Trustee pursuant to Section 1402(b) in respect of Subordinated Debt Securities of a series shall be held in trust and applied by it, in accordance with the provisions of such Subordinated Debt Securities and this Subordinated Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Subordinated Debt Securities, of all sums due and to become due thereon for principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to this Section 1403 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Subordinated Debt Securities.

Section 1404

Repayment to Company.

The Trustee and any Paying Agent shall promptly pay or return to the Company upon Company Request any moneys or U.S. Government Obligations held by them at any time which, in the opinion of a nationally recognized firm of independent public accountants as set forth in a written certification thereof delivered to the Trustee, are in excess of the amount which would then be required to be deposited to effect a defeasance in accordance with this Article XIV.

The provisions of the last paragraph of Section 1203 shall apply to any money held by the Trustee or any Paying Agent under this Article XIV that remains unclaimed for two years after the Maturity of any series of Subordinated Debt Securities for which money or U.S. Government Obligations have been deposited pursuant to Section 1402(b).

Section 1405

Subordination Provisions Inapplicable.

Notwithstanding anything contained herein by the contrary, any money that shall have been deposited by the Company with the Trustee pursuant to this Article XIV shall not be subject to the provisions of Article XV of this Subordinated Indenture respecting subordination of the Subordinated Debt Securities.

ARTICLE XV

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

Section 1501

Agreement to Subordinate.

The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of a Subordinated Debt Security likewise covenants and agrees by his or her acceptance thereof, that the obligation of the Company to make any payment on account of the principal of (and premium, if any) and interest on each and all of the Subordinated Debt Securities shall be subordinate and junior in right of payment to the Company’s obligations to the holders of Senior Indebtedness.

In the case of any bankruptcy, insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or dissolution or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to the Trustee pursuant to Section 607 and to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal of, premium, if any, or interest on the Subordinated Debt Securities of any series. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders, together with the holders of Indebtedness Ranking on a Parity with the Subordinated Debt Securities, shall be entitled ratably to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of, premium, if any, and interest, if any, on the Subordinated Debt Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any Indebtedness Ranking Junior to the Subordinated Debt Securities or any capital stock. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Subordinated Debt Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Subordinated Debt Securities, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such Holders) for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Subordinated Debt Securities of any series on account of the unpaid principal of (or premium, if any) or interest, if any, on the Subordinated Debt

Securities for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Subordinated Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Subordinated Indenture.

The Holders of Subordinated Debt Securities and the Trustee, in respect of any claims of such Holders to payment of any principal, premium or interest in respect of any Subordinated Debt Securities, by their acceptance thereof, will be deemed to have irrevocably waived any rights they may have to counterclaim, set off or recoup amounts they owe to the Company or its Affiliates (each, an “Obligee”) against, or otherwise reduce such amounts by, amounts owed to such Holders or (subject to Section 607) the Trustee by the Company under the Subordinated Indenture or to institute proceedings to give effect to or otherwise enforce any such rights. To the extent that any such counterclaim, setoff or recoupment takes place, whether by operation of law or otherwise, the Holder benefiting from such counterclaim, setoff or recoupment shall immediately transfer an amount equal to such counterclaim, setoff or recoupment to the Obligee or, in the event of the Obligee’s winding up or administration (as the case may be), to the liquidator or the administrator (or other relevant insolvency official) of the Obligee.

The Company shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Company as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Subordinated Debt Securities under this Section. The Trustee, subject to the provisions of Section 601, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from the Company or any one or more holders of Senior Indebtedness or any trustee therefor (who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in this Article XV, the Trustee and Holders shall be entitled to rely conclusively upon a certificate of the liquidating trustee or agent, or any order or decree entered by a court of competent jurisdiction, or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article, and the Trustee, subject to the provisions of Article VI, and the Holders of the Subordinated Debt Securities shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of the Securities for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent to this Article XV. In the absence of any such liquidating trustee, agent or other Person, the Trustee, subject to Section 601, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in its discretion, that further

evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution pursuant to this Section 1501, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section 1501, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 1502

Obligation of the Company Unconditional and Payment Permitted if no Default.

Subject to the provisions of this Article XV and the terms of the Subordinated Debt Securities, nothing contained in this Article XV or elsewhere in this Subordinated Indenture is intended to or shall impair, as between the Company and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to such Holders the principal of (and premium, if any) and interest on the Subordinated Debt Securities when, where and as the same shall become due and payable, all in accordance with the terms of the Subordinated Debt Securities, or is intended to or shall affect the relative rights of such Holders and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Subordinated Debt Security from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Indenture, subject to the rights, if any, under this Article XV of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

Section 1503

Limitations on Duties to Holders of Senior Indebtedness.

In the event and during the continuation of any default in the payment of principal of, premium, if any, or interest on any Senior Indebtedness beyond any applicable grace period, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing, or would occur as a result of the payment referred to hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to accelerate the maturity thereof, then, unless and until such default or event of default shall have been cured or waived or shall have ceased to exist, no payment of principal of, premium, if any, or interest on the Subordinated Debt Securities, or in respect of any redemption, exchange, retirement, purchase or other acquisition of any of the Subordinated Debt Securities, shall be made by the Company.

Section 1504

Notice to Trustee of Facts Prohibiting Payments.

Notwithstanding any of the provisions of this Article XV or any other provision of this Subordinated Indenture, the Trustee shall not at any time be charged with knowledge of the existence of any facts that would prohibit the making of any payment of funds to or by the Trustee unless and until a Responsible Officer of the Trustee assigned to its Corporate Trust Division shall have received at the Corporate Trust Office written notice thereof from the Company or from one or more holders of Senior Indebtedness or from any trustee therefor who

shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such a holder or trustee; and, prior to the receipt of such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided that if prior to the fifth Business Day preceding the date upon which by the terms hereof any such funds may become payable, or if prior to the third Business Day preceding the date of the execution of instruments pursuant to Section 401 acknowledging satisfaction and discharge of this Subordinated Indenture, the Trustee shall not have received with respect to such funds the notice provided for in this Section 1504, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and/or apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it on or after such date; provided no such application shall affect the obligations under this Article XV of the Persons receiving such moneys from the Trustee.

Section 1505

Application by Trustee of Moneys Deposited With It.

Anything in this Subordinated Indenture to the contrary notwithstanding, any deposit of a sum by the Company with the Trustee or any agent (whether or not in trust) for any payment of the principal of (and premium, if any) or interest on any Subordinated Debt Securities shall, except as provided in Section 1504, is subject to the provisions of Section 1501.

Section 1506

Subrogation.

Subject to the payment in full of all Senior Indebtedness, the Holders of the Subordinated Debt Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Company applicable to such Senior Indebtedness until the Subordinated Debt Securities shall be paid in full, and none of the payments or distributions to the holders of such Senior Indebtedness to which the Holders of the Subordinated Debt Securities or the Trustee would be entitled except for the provisions of this Article XV or of payments over, pursuant to the provisions of this Article XV, to the holders of such Senior Indebtedness by the Holders of such Subordinated Debt Securities or the Trustee shall, as among the Company, its creditors other than the holders of such Senior Indebtedness, and the Holders of such Subordinated Debt Securities, be deemed to be a payment by the Company to or on account of such Senior Indebtedness; it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of such Subordinated Debt Securities, on one hand, and the holders of the Senior Indebtedness, on the other hand.

Section 1507

Subordination Rights Not Impaired by Acts or Omissions of Company or Holders of Senior Indebtedness.

No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Subordinated Indenture, regardless of any knowledge thereof with which any such holder may have or be otherwise charged. The holders of Senior Indebtedness may, at any

time or from time to time and in their absolute discretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders or the Trustee and without affecting the obligations of the Company, the Trustee or the Holders under this Article XV.

Section 1508

Authorization of Trustee to Effectuate Subordination of Subordinated Debt Securities.

Each Holder of a Subordinated Debt Security, by his or her acceptance thereof, authorizes and expressly directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate, as between the Holders and the holders of Senior Indebtedness, the subordination provided in this Article XV. If, in the event of any proceeding or other action relating to the Company referred to in the second paragraph of Section 1501, a proper claim or proof of debt in the form required in such proceeding or action is not filed by or on behalf of the Holders prior to fifteen days before the expiration of the time to file such claim or claims, then the holder or holders of Senior Indebtedness shall have the right to file and are hereby authorized to file an appropriate claim for and on behalf of the Holders.

Section 1509

Right of Trustee to Hold Senior Indebtedness.

The Trustee shall be entitled to all of the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it in its individual capacity to the same extent as any other holder of such Senior Indebtedness, and nothing in this Subordinated Indenture shall be construed to deprive the Trustee of any of its rights as such holder.

Section 1510

Article XV Not to Prevent Defaults (Including Events of Default).

The failure to make a payment pursuant to the terms of the Subordinated Debt Securities by reason of any provision in this Article XV shall not be construed as preventing the occurrence of a Default (including an Event of Default, if any).

Section 1511

Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification.

The Trustee’s rights to compensation, reimbursement of expenses and indemnification under Section 607 are not subordinated to the payment of Senior Indebtedness.

Section 1512

Article Applicable to Paying Agents.

The term “Trustee” as used in this Article XV shall (unless the context shall otherwise require) be construed as extending to and including each Paying Agent, Authenticating Agent and Security Registrar appointed by the Company or the Trustee, as the case may be, and acting hereunder within its meaning as fully for all intents and purposes as if such Paying Agent, Authenticating Agent or Security Registrar were named in this Article XV in addition to the

Trustee; provided that Section 1504 and Section 1509 shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as Paying Agent or Security Registrar.

* * * * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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


RBS CITIZENS FINANCIAL GROUP, INC.
By:		/s/ Joseph R. Dewhirst
Name:		Joseph R. Dewhirst
Title:		Executive Vice President and Treasurer

THE BANK OF NEW YORK MELLON, as Trustee
By:		/s/ Francine Kincaid
Name:		FRANCINE KINCAID
Title:		VICE PRESIDENT

[Signature Page to the Subordinated Indenture]