Form of amended and restated declaration of trust



 AMENDED AND RESTATED DECLARATION OF TRUST 
 OF 
 AMERICANWEST CAPITAL TRUST IV 
 Dated as of [DATE                 ], 2008 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE I INTERPRETATION AND DEFINITIONS	  	2
			
	 Section 1.1.
	  	Definitions	  	2
		
	ARTICLE II ORGANIZATION	  	10
			
	 Section 2.1.
	  	Name	  	10
	 Section 2.2.
	  	Office	  	10
	 Section 2.3.
	  	Purpose	  	10
	 Section 2.4.
	  	Authority	  	10
	 Section 2.5.
	  	Title to Property of the Trust	  	10
	 Section 2.6.
	  	Powers and Duties of the Trustees and the Administrators	  	11
	 Section 2.7.
	  	Prohibition of Actions by the Trust and the Trustees	  	16
	 Section 2.8.
	  	Powers and Duties of the Institutional Trustee	  	16
	 Section 2.9.
	  	Certain Duties and Responsibilities of the Trustees and the Administrators	  	18
	 Section 2.10.
	  	Certain Rights of Institutional Trustee	  	20
	 Section 2.11.
	  	Delaware Trustee	  	22
	 Section 2.12.
	  	Execution of Documents	  	22
	 Section 2.13.
	  	Not Responsible for Recitals or Issuance of Securities	  	23
	 Section 2.14.
	  	Duration of Trust	  	23
	 Section 2.15.
	  	Mergers	  	23
		
	ARTICLE III SPONSOR	  	25
			
	 Section 3.1.
	  	Sponsor’s Purchase of Common Securities	  	25
	 Section 3.2.
	  	Responsibilities of the Sponsor	  	25
			
	ARTICLE IV	  	TRUSTEES AND ADMINISTRATORS	  	25
			
	 Section 4.1.
	  	Number of Trustees	  	25
	 Section 4.2.
	  	Delaware Trustee	  	26
	 Section 4.3.
	  	Institutional Trustee; Eligibility	  	26
	 Section 4.4.
	  	Administrators	  	26
	 Section 4.5.
	  	Appointment, Removal and Resignation of the Trustees and the Administrators	  	27
	 Section 4.6.
	  	Vacancies Among Trustees	  	29
	 Section 4.7.
	  	Effect of Vacancies	  	29
	 Section 4.8.
	  	Meetings of the Trustees and the Administrators	  	29
	 Section 4.9.
	  	Delegation of Power	  	29
	 Section 4.10.
	  	Merger, Conversion, Consolidation or Succession to Business	  	30









					
	ARTICLE V DISTRIBUTIONS	  	30
			
	 Section 5.1.
	  	Distributions	  	30
		
	ARTICLE VI ISSUANCE OF SECURITIES	  	30
			
	 Section 6.1.
	  	General Provisions Regarding Securities	  	30
	 Section 6.2.
	  	Paying Agent, Transfer Agent and Registrar	  	32
	 Section 6.3.
	  	Form and Dating	  	32
	 Section 6.4.
	  	Book-Entry Capital Securities	  	33
	 Section 6.5.
	  	Mutilated, Destroyed, Lost or Stolen Certificates	  	34
	 Section 6.6.
	  	Temporary Certificates	  	35
	 Section 6.7.
	  	Cancellation	  	35
	 Section 6.8.
	  	Rights of Holders; Waivers of Past Defaults	  	35
		
	ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST	  	37
			
	 Section 7.1.
	  	Dissolution and Termination of Trust	  	37
		
	ARTICLE VIII TRANSFER OF INTERESTS	  	38
			
	 Section 8.1.
	  	General	  	38
	 Section 8.2.
	  	Transfer Procedures and Restrictions	  	39
	 Section 8.3.
	  	Deemed Security Holders	  	40
	 Section 8.4.
	  	Transfer of Initial Securities	  	40
		
	ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS	  	41
			
	 Section 9.1.
	  	Liability	  	41
	 Section 9.2.
	  	Exculpation	  	41
	 Section 9.3.
	  	Fiduciary Duty	  	42
	 Section 9.4.
	  	Indemnification	  	42
	 Section 9.5.
	  	Outside Businesses	  	45
	 Section 9.6.
	  	Compensation; Fee	  	46
		
	ARTICLE X ACCOUNTING	  	46
			
	 Section 10.1.
	  	Fiscal Year	  	46
	 Section 10.2.
	  	Certain Accounting Matters	  	46
	 Section 10.3.
	  	Banking	  	47
	 Section 10.4.
	  	Withholding	  	47
		
	ARTICLE XI AMENDMENTS AND MEETINGS	  	47
			
	 Section 11.1.
	  	Amendments	  	47
	 Section 11.2.
	  	Meetings of the Holders of the Securities; Action by Written Consent	  	50
		
	ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE	  	51
			
	 Section 12.1.
	  	Representations and Warranties of Institutional Trustee	  	51
	 Section 12.2.
	  	Representations and Warranties of Delaware Trustee	  	52

  

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	ARTICLE XIII MISCELLANEOUS	  	53
			
	 Section 13.1.
	  	Notices	  	53
	 Section 13.2.
	  	Governing Law	  	53
	 Section 13.3.
	  	Submission to Jurisdiction	  	54
	 Section 13.4.
	  	Intention of the Parties	  	54
	 Section 13.5.
	  	Headings	  	54
	 Section 13.6.
	  	Successors and Assigns	  	54
	 Section 13.7.
	  	Partial Enforceability	  	55
	 Section 13.8.
	  	Counterparts	  	55

 ANNEXES AND EXHIBITS 
  

			
	ANNEX I	 	Terms of Capital Securities and Common Securities
	EXHIBIT A-1	 	Form of Capital Security Certificate
	EXHIBIT A-2	 	Form of Common Security Certificate
	EXHIBIT B	 	Form of Administrator’s Certificate of the Trust

  

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 AMENDED AND RESTATED DECLARATION OF TRUST 
 OF 
 AMERICANWEST CAPITAL TRUST IV 
 [DATE                 ], 2008 
 AMENDED AND RESTATED DECLARATION OF TRUST (as amended or supplemented from time to time in accordance with the terms hereof, this
“Declaration”), dated and effective as of [DATE                 ], 2008, by the Trustees (as defined herein), the Administrators (as defined
herein), the Sponsor (as defined herein) and the holders from time to time of undivided beneficial interests in the assets of the Trust (as defined herein) to be issued pursuant to this Declaration. 
 WHEREAS, the Trustees and the Sponsor established AmericanWest Capital Trust IV (the “Trust”), a statutory trust under the Statutory
Trust Act (as defined herein), pursuant to a Declaration of Trust, dated as of [DATE                 ], 2008 (the “Original Declaration”), and a
Certificate of Trust filed with the Secretary of State of the State of Delaware on [DATE                 ], 2008, for the sole purpose of issuing and
selling the Securities (as defined herein) representing undivided beneficial interests in the assets of the Trust, investing the proceeds thereof in the Debentures (as defined herein) of the Debenture Issuer (as defined herein) and engaging in those
activities necessary, advisable or incidental thereto; 
 WHEREAS, as of the date hereof, no interests in the assets of the Trust have
been issued; and 
 WHEREAS, all of the Trustees, the Administrators and the Sponsor, by this Declaration, amend and restate each and
every term and provision of the Original Declaration. 
 NOW, THEREFORE, it being the intention of the parties hereto to continue the
Trust as a statutory trust under the Statutory Trust Act and that this Declaration constitutes the governing instrument of such statutory trust, and that all assets contributed to the Trust will be held in trust for the benefit of the holders, from
time to time, of the Securities, subject to the provisions of this Declaration, and, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties,
intending to be legally bound hereby, amend and restate in its entirety the Original Declaration and agree as follows: 







 ARTICLE I 
 INTERPRETATION AND DEFINITIONS 
 Section 1.1. Definitions. Unless the context otherwise
requires: 
 (a) capitalized terms used in this Declaration but not defined in the preamble above or elsewhere herein have the respective
meanings assigned to them in this Section 1.1 or, if not defined in this Section 1.1 or elsewhere herein, in the Indenture; 
 (b)
a term defined anywhere in this Declaration has the same meaning throughout; 
 (c) all references to “the Declaration” or
“this Declaration” are to this Declaration and each Annex and Exhibit hereto, as modified, supplemented or amended from time to time; 
 (d) all references in this Declaration to Articles and Sections and Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to this Declaration unless otherwise specified; 
 (e) a term defined in the Trust Indenture Act (as defined herein) has the same meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and 
 (f) a reference to the singular includes the plural and vice versa. 

“Additional Amounts” has the meaning set forth in Section 3.06 of the Indenture. 
 “Administrative Action” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Administrators” means each of [NAME OF ADMINISTRATORS], solely in such Person’s capacity as Administrator of the Trust continued
hereunder and not in such Person’s individual capacity, or such Administrator’s successor in interest in such capacity, or any successor appointed as herein provided. 
 “Affiliate” has the same meaning as given to that term in Rule 405 under the Securities Act or any successor rule thereunder. 
 “Applicable Depositary Procedures” means, with respect to any transfer or transaction involving a Book-Entry Capital Security, the rules and
procedures of the Depositary for such Book-Entry Capital Security, in each case to the extent applicable to such transaction and as in effect from time to time. 
 “Authorized Officer” of a Person means any Person that is authorized to bind such Person. 
 “Bankruptcy Event” means, with respect to any Person: 
 (a) a court having jurisdiction in the premises enters a decree or
order for relief in respect of such Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of such Person or for any substantial part of its property, or orders the winding-up or liquidation of its affairs, and such decree, appointment or order remains unstayed and in effect for a period of 90 consecutive days; or 
  

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 (b) such Person commences a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of such Person or of any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due. 
 “Beneficial Owner” means each Person who is the beneficial owner of Book-Entry Capital Securities as reflected in the records of the Depositary
or, if a Depositary Participant is not the beneficial owner, then the beneficial owner as reflected in the records of the applicable Depositary Participant. 
 “Book-Entry Capital Security” means a Capital Security the ownership and transfers of which shall be reflected and made, as applicable, through book entries by the Depositary. 
 “Business Day” means any day other than Saturday, Sunday or any other day on which banking institutions in Wilmington, Delaware, The City of
New York or Spokane, Washington are permitted or required by law or executive order to close. 
 “Capital Securities” has the
meaning set forth in Section 6.1(a). 
 “Capital Security Certificate” means a definitive Certificate registered in the name
of the Holder representing a Capital Security substantially in the form of Exhibit A-1. 
 “Capital Treatment Event” has the
meaning set forth in paragraph 4(a) of Annex I. 
 “Certificate” means any certificate evidencing Securities. 
 “Certificate of Trust” means the certificate of trust filed with the Secretary of State of the State of Delaware with respect to the Trust, as
amended and restated from time to time. 
 “Closing Date” has the meaning set forth in the Underwriting Agreement. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation. 
 “Commission” means the United States Securities and Exchange Commission. 
  

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 “Common Securities” has the meaning set forth in Section 6.1(a). 
 “Common Security Certificate” means a definitive Certificate registered in the name of the Holder representing a Common Security substantially
in the form of Exhibit A-2. 
 “Company Indemnified Person” means (a) any Administrator, (b) any Affiliate of any
Administrator, (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator or (d) any officer, employee or agent of the Trust or its Affiliates. 
 “Corporate Trust Office” means the office of the Institutional Trustee at which at any particular time its corporate trust business shall be
principally administered, which at all times shall be located within the United States and at the time of execution of this Declaration shall be Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001, Attention: Corporate Capital
Markets. 
 “Coupon Rate” has the meaning set forth in paragraph 2(a) of Annex I. 
 “Covered Person” means (a) any Administrator, officer, director, shareholder, partner, member, representative, employee or agent of the
Trust or the Trust’s Affiliates or (b) any Holder of Securities. 
 “Debenture Issuer” means AmericanWest Bancorporation,
a bank holding company incorporated in Washington, in its capacity as issuer of the Debentures under the Indenture, and any permitted successor under the Indenture. 
 “Debenture Trustee” means Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as trustee under the Indenture until a successor is appointed thereunder, and
thereafter means such successor trustee. 
 “Debentures” means the Fixed Rate Junior Subordinated Debt Securities due 2038 to be
issued by the Debenture Issuer under the Indenture. 
 “Default” means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default. 
 “Deferred Interest” means any interest on the Debentures that would have
been overdue and unpaid for more than one Distribution Payment Date but for the imposition of an Extension Period, and the interest that shall accrue (to the extent that the payment of such interest is legally enforceable) on such interest at the
Coupon Rate applicable during such Extension Period, compounded quarterly from the date on which such Deferred Interest would otherwise have been due and payable until paid or made available for payment. 
 “Definitive Capital Securities” means any Capital Securities in definitive form issued by the Trust. 
 “Delaware Trustee” has the meaning set forth in Section 4.2. 
  


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 “Depositary” means an organization registered as a clearing agency under the Exchange Act that
is designated as Depositary by the Sponsor. DTC will be the initial Depositary. 
 “Depositary Participant” means a broker, dealer,
bank, other financial institution or other Person for whom from time to time the Depositary effects book-entry transfers and pledges of securities deposited with or on behalf of the Depositary. 
 “Direct Action” has the meaning set forth in Section 2.8(e). 
 “Distribution” means a distribution payable to Holders of Securities in accordance with Section 5.1. 
 “Distribution Payment Date” has the meaning set forth in paragraph 2(b) of Annex I. 
 “Distribution Period” has the meaning set forth in paragraph 2(a) of Annex I. 
 “DTC” means The Depository Trust Company or any successor thereto. 
 “Event of Default” means the occurrence of an Indenture Event of Default. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation. 
 “Extension Period” has the meaning set forth in paragraph 2(b) of Annex I. 
 “Federal Reserve” means the Board of Governors of the Federal Reserve System. 
 “Fiduciary Indemnified Person” shall mean each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee
(including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional
Trustee or the Delaware Trustee. 
 “Fiscal Year” has the meaning set forth in Section 10.1 
 “Global Capital Security” means a global Certificate evidencing ownership of Book-Entry Capital Securities. 
 “Guarantee” means the Guarantee Agreement, dated as of the Closing Date, of the Sponsor (the “Guarantor”) in respect of the Capital
Securities. 
 “Holder” means a Person in whose name a Certificate representing a Security is registered on the Securities Register
maintained by or on behalf of the Registrar, such Person being a beneficial owner within the meaning of the Statutory Trust Act. 
  

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 “Indemnified Person” means a Company Indemnified Person or a Fiduciary Indemnified Person.

 “Indenture” means the Indenture, dated as of the Closing Date, between the Debenture Issuer and the Debenture Trustee, and any
indenture supplemental thereto pursuant to which the Debentures are to be issued. 
 “Indenture Event of Default” means an
“Event of Default” as defined in the Indenture. 
 “Institutional Trustee” means the Trustee meeting the eligibility
requirements set forth in Section 4.3. 
 “Investment Company” means an investment company as defined in the Investment
Company Act. 
 “Investment Company Act” means the Investment Company Act of 1940, as amended from time to time, or any successor
legislation. 
 “Investment Company Event” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Legal Action” has the meaning set forth in Section 2.8(e). 
 “Liquidation” has the meaning set forth in paragraph 3 of Annex I. 
 “Liquidation
Distribution” has the meaning set forth in paragraph 3 of Annex I. 
 “Majority in liquidation amount of the Securities” means
Holders of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of more
than 50% of the aggregate liquidation amount (including the amount that would be paid upon the redemption, liquidation or otherwise on the date upon which the voting percentages are determined, plus unpaid Distributions accrued thereon to such date)
of all outstanding Securities of the relevant class. 
 “Maturity Date” has the meaning set forth in paragraph 4(a) of Annex I.

 “Maturity Redemption Price” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Officers’ Certificate” means, with respect to any Person, a certificate signed by two Authorized Officers of such Person or, in the case
of a natural Person, such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include: 
 (a) a statement that each Authorized Officer or Person, as the case may be, signing the Officers’ Certificate has read the covenant or condition and
the definitions relating thereto; 
  

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 (b) a brief statement of the nature and scope of the examination or investigation undertaken by each
Authorized Officer or Person, as the case may be, in rendering the Officers’ Certificate; 
 (c) a statement that each Authorized
Officer or Person, as the case may be, has made such examination or investigation as, in his or her opinion, is necessary to enable such Authorized Officer or Person, as the case may be, to express an informed opinion as to whether or not such
covenant or condition has been complied with; and 
 (d) a statement as to whether, in the opinion of each Authorized Officer or Person, as
the case may be, such condition or covenant has been complied with. 
 “Option Closing Date” has the meaning given to such term in
the Underwriting Agreement.” 
 “Optional Redemption Date” has the meaning set forth in paragraph 4(a) of Annex I. 

“Optional Redemption Price” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Paying Agent” has the meaning set forth in Section 6.2. 
 “Payment Amount” has the meaning set forth in Section 5.1. 
 “Person” means a legal
person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any
other entity of whatever nature. 
 “Property Account” has the meaning set forth in Section 2.8(c). 
 “Pro Rata” has the meaning set forth in paragraph 8 of Annex I. 
 “Quorum” means a majority of the Administrators or, if there are only two Administrators, both of them. 
 “Redemption/Distribution Notice” has the meaning set forth in paragraph 4(e) of Annex I. 
 “Registrar” has
the meaning set forth in Section 6.2. 
  

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 “Registration Statement” means a registration statement filed by the Trust with the Commission
in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Securities. 
 “Relevant Trustee” has the meaning set forth in Section 4.5(a). 
 “Responsible Officer” means, with
respect to the Institutional Trustee, any officer within the Corporate Trust Office of the Institutional Trustee with direct responsibility for the administration of this Declaration, including any vice-president, any assistant vice-president, any
secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or other officer of the Corporate Trust Office of the Institutional Trustee customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject. 
 “Restricted Securities Legend” has the meaning set forth in Section 8.2(a). 
 “Rule 3a-5” means Rule 3a-5 under the Investment Company Act. 
 “Rule 3a-7” means Rule 3a-7 under the Investment Company Act. 
 “Securities” means the
Common Securities and the Capital Securities. 
 “Securities Act” means the Securities Act of 1933, as amended from time to time,
or any successor legislation. 
 “Securities Register” has the meaning set forth in Section 6.2(a). 
 “Special Event” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Special Redemption Date” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Special Redemption Price” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Sponsor” means AmericanWest Bancorporation, a bank holding company that is incorporated in Washington, or any permitted successor of the
Debenture Issuer under the Indenture, in its capacity as sponsor of the Trust. 
 “Statutory Trust Act” means Chapter 38 of Title
12 of the Delaware Code, 12 Del. Code § 3801 et seq., as it may be amended from time to time, or any successor legislation. 
 “Successor Delaware Trustee” has the meaning set forth in Section 4.5(e). 
 “Successor Entity” has the
meaning set forth in Section 2.15(b). 
 “Successor Institutional Trustee” has the meaning set forth in Section 4.5(b).

  

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 “Successor Securities” has the meaning set forth in Section 2.15(b). 
 “Super Majority” has the meaning set forth in paragraph 5(b) of Annex I. 
 “Tax Event” has the meaning set forth in paragraph 4(a) of Annex I. 
 “10% in liquidation amount of the Securities” means Holders of outstanding Securities voting together as a single class or, as the context may
require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount (including the stated amount that would be paid
upon the redemption, liquidation or otherwise on the date upon which the voting percentages are determined, plus unpaid Distributions accrued thereon to such date) of all outstanding Securities of the relevant class. 
 “Transfer Agent” has the meaning set forth in Section 6.2. 
 “Treasury Regulations” means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury, as such regulations may be amended from time
to time (including corresponding provisions of succeeding regulations). 
 “Trust Indenture Act” means the Trust Indenture Act of
1939, as amended from time-to-time, or any successor legislation. 
 “Trust Property” means (a) the Debentures, (b) any
cash on deposit in, or owing to, the Property Account and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Institutional Trustee pursuant to the trusts
of this Declaration. 
 “Trustee” or “Trustees” means each Person who has signed this Declaration as a trustee, so long
as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a
Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder. 
 “Underwriting
Agreement” means the Underwriting Agreement relating to the offer and sale of Capital Securities, dated [DATE                 ], 2008, by and among
Sandler O’Neill & Partners, L.P., as representative of several underwriters, Howe Barnes Hoefer & Arnett, Inc., as representative of several underwriters, and the Sponsor. 
 “U.S. Person” means a United States Person as defined in Section 7701(a)(30) of the Code. 
  

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 ARTICLE II 
 ORGANIZATION 
 Section 2.1. Name. The Trust is named “AmericanWest Capital Trust
IV,” as such name may be modified from time to time by the Administrators following written notice to the Institutional Trustee and the Holders of the Securities. The Trust’s activities may be conducted under the name of the Trust or any
other name deemed advisable by the Administrators. 
 Section 2.2. Office. The address of the principal office of the Trust,
which shall be in a state of the United States or the District of Columbia, is c/o AmericanWest Bancorporation, 41 West Riverside Avenue, Suite 400, Spokane, WA 99201, Attention: President. On ten Business Days’ written notice to the
Institutional Trustee and the Holders of the Securities, the Administrators may designate another principal office, which shall be in a state of the United States or the District of Columbia. 
 Section 2.3. Purpose. The exclusive purposes and functions of the Trust are (a) to issue and sell the Securities representing undivided
beneficial interests in the assets of the Trust, (b) to invest the gross proceeds from such sale in the Debentures and (c) except as otherwise limited herein, to engage in only those other activities deemed necessary, advisable or
incidental thereto by the Institutional Trustee, including, without limitation, those activities specified in this Declaration. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or
otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust. 
 Section 2.4. Authority. Except as specifically provided in this Declaration, the Institutional Trustee shall have exclusive and complete
authority to carry out the purposes of the Trust. An action taken by a Trustee on behalf of the Trust and in accordance with such Trustee’s powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on
behalf of the Trust, no Person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this
Declaration. The Administrators shall have only those ministerial duties set forth herein with respect to accomplishing the purposes of the Trust and are not intended to be trustees or fiduciaries with respect to the Trust or the Holders. The
Institutional Trustee shall have the right, but shall not be obligated except as provided in Section 2.6, to perform those duties assigned to the Administrators. 
 Section 2.5. Title to Property of the Trust. Except as provided in Section 2.6(g) and Section 2.8 with respect to the Debentures and the Property Account or as otherwise provided in this
Declaration, legal title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust. 

 

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 Section 2.6. Powers and Duties of the Trustees and the Administrators. 
 (a) The Trustees and the Administrators shall conduct the affairs of the Trust in accordance with the terms of this Declaration. Subject to the
limitations set forth in paragraph (b) of this Section, and in accordance with the following provisions (i) and (ii), the Administrators and, at the direction of the Administrators, the Trustees, shall have the authority to enter into all
transactions and agreements determined by the Administrators to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under this Declaration, and to perform all
acts in furtherance thereof, including without limitation, the following: 
 (i) Each Administrator shall have the power, duty
and authority, and is hereby authorized, to act on behalf of the Trust with respect to the following matters: 
 (A) the
issuance and sale of the Securities; 
 (B) to cause the Trust to enter into, and to execute, deliver and perform on behalf of
the Trust, such agreements as may be necessary or desirable in connection with the purposes and function of the Trust, including the Underwriting Agreement, a subscription agreement for Debentures between the Trust and the Sponsor and a subscription
agreement for Common Securities between the Trust and the Sponsor; 
 (C) ensuring compliance with the Securities Act and
applicable securities or blue sky laws of states and other jurisdictions; 
 (D) the preparation for filing by the Trust, and
execution on behalf of the Trust, of an application to the Nasdaq Global Select Market or any other national securities exchange for listing upon notice of issuance of any Capital Securities; 
 (E) the sending of notices (other than notices of default) and other information regarding the Securities and the Debentures to the
Holders in accordance with this Declaration, including notice of any notice received from the Debenture Issuer of its election to defer payments of interest on the Debentures by extending the interest payment period under the Indenture; 

(F) the appointment of a Paying Agent, Transfer Agent and Registrar in accordance with this Declaration; 
 (G) execution and delivery of the Securities in accordance with this Declaration; 
  

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 (H) execution and delivery of closing certificates pursuant to the Underwriting Agreement
and the application for a taxpayer identification number; 
 (I) unless otherwise determined by the Holders of a Majority in
liquidation amount of the Securities or as otherwise required by the Statutory Trust Act, to execute on behalf of the Trust (either acting alone or together with any or all of the Administrators) any documents that the Administrators have the power
to execute pursuant to this Declaration; 
 (J) the taking of any action as the Sponsor or an Administrator may from time to
time determine is necessary, advisable or incidental to the foregoing to give effect to the terms of this Declaration for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); 
 (K) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including
Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Capital Securities and Holders of Common Securities as to such actions and applicable record dates; 
 (L) to duly prepare and file on behalf of the Trust all applicable tax returns and tax information reports that are required to be filed
with respect to the Trust; 
 (M) to negotiate the terms of, and the execution and delivery of, the Underwriting Agreement;

 (N) to employ or otherwise engage employees, agents (who may be designated as officers with titles), managers, contractors,
advisors, attorneys and consultants and pay reasonable compensation for such services; 
 (O) to incur expenses that are
necessary, advisable or incidental to carry out any of the purposes of the Trust; 
 (P) to give the certificate,
substantially in the form of Exhibit B attached hereto, required by § 314(a)(4) of the Trust Indenture Act to the Institutional Trustee, which certificate may be executed by an Administrator; and 
 (Q) to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust’s valid existence,
rights, franchises and privileges as a statutory trust under the laws of each jurisdiction (other than the State of Delaware) in which such existence is necessary to protect the limited liability of the Holders of the Capital Securities or to enable
the Trust to effect the purposes for which the Trust was created. 
  

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 (ii) As among the Trustees and the Administrators, the Institutional Trustee shall have
the power, duty and authority, and is hereby authorized, to act on behalf of the Trust with respect to the following matters: 
 (A) the establishment of the Property Account; 
 (B) the receipt of the Debentures; 
 (C) the collection of interest, principal and any other payments made in respect of the Debentures in the Property Account; 
 (D) the distribution through the Paying Agent of amounts owed to the Holders in respect of the Securities; 
 (E) the exercise of all of the rights, powers and privileges of a holder of the Debentures; 
 (F) the sending of notices of default and other information regarding the Securities and the Debentures to the Holders in accordance with
this Declaration; 
 (G) the distribution of the Trust Property in accordance with the terms of this Declaration; 

(H) to the extent provided in this Declaration, the winding up of the affairs of and liquidation of the Trust and the preparation,
execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; 
 (I) after any
Event of Default (of which the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)) (provided, that such Event of Default is not by or with respect to the Institutional Trustee), the taking of any action that the
Institutional Trustee may from time to time determine is necessary, advisable or incidental for the foregoing to give effect to the terms of this Declaration and protect and conserve the Trust Property for the benefit of the Holders (without
consideration of the effect of any such action on any particular Holder); 
 (J) to take all action that may be necessary or
appropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware to protect the limited liability of the Holders of the Capital
Securities or to enable the Trust to effect the purposes for which the Trust was created; and 
  

 13 








 (K) to undertake any actions set forth in § 317(a) of the Trust Indenture Act.

 (iii) The Institutional Trustee shall have the power and authority, and is hereby authorized, to act on behalf of the Trust
with respect to any of the duties, liabilities, powers or the authority of the Administrators set forth in Section 2.6(a)(i)(E) and (F) herein but shall not have a duty to do any such act unless specifically requested to do so in writing
by the Sponsor, and shall then be fully protected in acting pursuant to such written request; and in the event of a conflict between the action of the Administrators and the action of the Institutional Trustee, the action of the Institutional
Trustee shall prevail. 
 (b) So long as this Declaration remains in effect, the Trust (or the Trustees or Administrators acting on behalf of
the Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, neither the Trustees nor the Administrators may cause the Trust to (i) acquire any investments or
engage in any activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would cause (or in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer would cause) the Trust to fail or cease to qualify as a grantor trust for United States
federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any other debt or (v) take or consent to any action that would result in the placement of a lien on any of the Trust Property. The Institutional Trustee
shall, at the sole cost and expense of the Trust subject to reimbursement under Section 9.6(a), defend all claims and demands of all Persons at any time claiming any lien on any of the Trust Property adverse to the interest of the Trust or the
Holders in their capacity as Holders. 
 (c) In connection with the issuance and sale of the Capital Securities, the Sponsor shall have the
right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the Sponsor in furtherance of the following prior to the date of this Declaration are hereby ratified and
confirmed in all respects): 
 (i) the preparation and filing by the Trust with the Commission, and the execution on behalf of
the Trust, of a Registration Statement on the appropriate form in relation to the Capital Securities, including and amendments thereto and the taking of any action necessary or desirable to sell the Capital Securities in a transaction or a series of
transactions pursuant thereto; 
 (ii) the determination of the jurisdictions in which to take appropriate action to qualify
or register for sale all or part of the Capital Securities and the determination of any and all such acts, other than actions which must be taken by or on behalf of the Trust, and the advisement of and direction to the Trustees of actions they must
take on behalf of the Trust, and the preparation for execution and filing of any documents to be executed and filed by the Trust or on behalf of the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of
any such jurisdictions in connection with the sale of the Capital Securities; and 
  

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 (iii) the preparation for filing by the Trust, and execution on behalf of the Trust, of
an application to the Nasdaq Global Select Market or any other national securities exchange for listing upon notice of issuance of any Capital Securities; 
 (iv) the preparation for filing by the Trust with the Commission, and the execution on behalf of the Trust, of a registration statement on Form 8-A relating to the registration of the Capital Securities under
Section 12(b) of the Exchange Act, including any amendments thereto; and 
 (v) the taking of any other actions necessary
or desirable to carry out any of the foregoing activities. 
 (d) Notwithstanding anything herein to the contrary, the Administrators, the
Institutional Trustee and the Holders of a Majority in liquidation amount of the Common Securities are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that (i) the Trust will not be deemed to be an
Investment Company required to be registered under the Investment Company Act (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer), and (ii) the Trust will not fail to be classified as a grantor trust for
United States federal income tax purposes (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer) and (iii) the Trust will not take any action inconsistent with the treatment of the Debentures as
indebtedness of the Debenture Issuer for United States federal income tax purposes (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer). In this connection, the Institutional Trustee, the Administrators and
the Holders of a Majority in liquidation amount of the Common Securities are authorized to take any action, not inconsistent with applicable laws or this Declaration, as amended from time to time, that each of the Institutional Trustee, the
Administrators and such Holders determine in their discretion to be necessary or desirable for such purposes, even if such action adversely affects the interests of the Holders of the Capital Securities. 
 (e) All expenses incurred by the Administrators or the Trustees pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the Trustees
shall have no obligations with respect to such expenses. 
 (f) The assets of the Trust shall consist of the Trust Property. 
 (g) Legal title to all Trust Property shall be vested at all times in the Institutional Trustee (in its capacity as such) and shall be held and
administered by the Institutional Trustee for the benefit of the Trust in accordance with this Declaration. 
 (h) If the Institutional
Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Declaration and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Institutional Trustee or to such
Holder, then and in every such case the Sponsor, the Institutional Trustee and the Holders 

  

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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 Institutional Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 Section 2.7. Prohibition of Actions by the Trust and the Trustees. 
 The Trust shall not, and the Institutional Trustee
and the Administrators shall not, and the Administrators shall cause the Trust not to, engage in any activity other than as required or authorized by this Declaration. In particular, the Trust shall not, and the Institutional Trustee and the
Administrators shall not cause the Trust to: 
 (a) invest any proceeds received by the Trust from holding the Debentures, but shall
distribute all such proceeds to Holders of the Securities pursuant to the terms of this Declaration and of the Securities; 
 (b) acquire any
assets other than as expressly provided herein; 
 (c) possess Trust Property for other than a Trust purpose; 
 (d) make any loans or incur any indebtedness other than loans represented by the Debentures; 
 (e) possess any power or otherwise act in such a way as to vary the Trust Property or the terms of the Securities; 
 (f) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Securities; or 
 (g) other than as provided in this Declaration (including Annex I), (i) direct the time, method and place of exercising any trust or power conferred
upon the Debenture Trustee with respect to the Debentures, (ii) waive any past default that is waivable under the Indenture, (iii) exercise any right to rescind or annul any declaration that the principal of all the Debentures shall be due
and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures where such consent shall be required unless the Trust shall have received a written opinion of counsel experienced in such matters to
the effect that such amendment, modification or termination will not cause the Trust to cease to be classified as a grantor trust for United States federal income tax purposes. 
 Section 2.8. Powers and Duties of the Institutional Trustee. 
 (a) The legal title to the Debentures shall be owned by and held of record in the name of the Institutional Trustee in trust for the benefit of the Trust. The right, title and interest of the Institutional Trustee to
the Debentures shall vest automatically in each Person who may hereafter be appointed as Institutional Trustee in accordance with Section 4.5. Such vesting and cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered. 
  

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 (b) The Institutional Trustee shall not transfer its right, title and interest in the Debentures to the
Administrators or to the Delaware Trustee. 
 (c) The Institutional Trustee shall: 
 (i) establish and maintain a segregated non-interest bearing trust account (the “Property Account”) in the United States (as
defined in Treasury Regulations § 301.7701-7), in the name of and under the exclusive control of the Institutional Trustee, and maintained in the Institutional Trustee’s trust department, on behalf of the Holders of the Securities and,
upon the receipt of payments of funds made in respect of the Debentures held by the Institutional Trustee, deposit such funds into the Property Account and make payments to the Holders of the Capital Securities and Holders of the Common Securities
from the Property Account in accordance with Section 5.1. Funds in the Property Account shall be held uninvested until disbursed in accordance with this Declaration; 
 (ii) engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Capital Securities and the
Common Securities to the extent the Debentures are redeemed or mature; and 
 (iii) upon written notice of distribution issued
by the Administrators in accordance with the terms of the Securities, engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Debentures to Holders of Securities upon the occurrence of the
circumstances specified therefor under the terms of the Securities. 
 (d) The Institutional Trustee shall take all actions and perform such
duties as may be specifically required of the Institutional Trustee pursuant to the terms of the Securities. 
 (e) The Institutional Trustee
may bring or defend, pay, collect, compromise, arbitrate, resort to legal action with respect to, or otherwise adjust claims or demands of or against, the Trust (a “Legal Action”) which arise out of or in connection with an Event of
Default of which a Responsible Officer of the Institutional Trustee has actual knowledge or the Institutional Trustee’s duties and obligations under this Declaration or the Trust Indenture Act; provided, however, that if an Event
of Default has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to pay interest or premium, if any, on or principal of the Debentures on the date such interest, premium, if any, or principal is
otherwise payable (or in the case of redemption, on the date of redemption), then a Holder of the Capital Securities may directly institute a proceeding for enforcement of payment to such Holder of the principal of or premium, if any, or interest
that is so payable on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such Holder (a “Direct Action”) on or after the respective due date specified in the Debentures. In
connection with such Direct Action, the rights of the Holders of the Common Securities will be subrogated to the rights of such Holder of the Capital Securities to the extent of any payment made by the Debenture Issuer to such Holder of the Capital
Securities in such Direct Action; provided, however, that a Holder of the Common Securities may exercise such right of subrogation only if no Event of Default with respect to the Capital Securities has occurred and is continuing.

  

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 (f) The Institutional Trustee shall continue to serve as a Trustee until either: 
 (i) the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of the Securities pursuant to
the terms of the Securities and this Declaration (including Annex I); or 
 (ii) a Successor Institutional Trustee has been
appointed and has accepted that appointment in accordance with Section 4.5. 
 (g) The Institutional Trustee shall have the legal power
to exercise all of the rights, powers and privileges of a holder of the Debentures under the Indenture and, if an Event of Default occurs and is continuing, the Institutional Trustee may, for the benefit of Holders of the Securities, enforce its
rights as holder of the Debentures subject to the rights of the Holders pursuant to this Declaration (including Annex I) and the terms of the Securities. 
 (h) The Institutional Trustee must exercise the powers set forth in this Section 2.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 2.3, and the Institutional
Trustee shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 2.3. 
 Section 2.9. Certain Duties and Responsibilities of the Trustees and the Administrators. 
 (a) The Institutional
Trustee, before the occurrence of any Event of Default (of which the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)) and after the curing of all Events of Default that may have occurred, shall undertake to perform
only such duties as are specifically set forth in this Declaration and no implied covenants shall be read into this Declaration against the Institutional Trustee. In case an Event of Default (of which the Institutional Trustee has knowledge (as
provided in Section 2.10(m) hereof)), has occurred (that has not been cured or waived pursuant to Section 6.8), the Institutional Trustee shall exercise such of the rights and powers vested in it by this Declaration, 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 or her own affairs. 
 (b) The duties and responsibilities of the Trustees and the Administrators shall be as provided by this Declaration and, in the case of the Institutional Trustee, by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Declaration shall require any Trustee or Administrator 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 satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Declaration relating to the conduct or affecting the liability of or affording protection to the Trustees or the Administrators shall be subject to the provisions of this Article. Nothing in this Declaration shall be
construed 

  

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to release a Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct or bad faith. Nothing in
this Declaration shall be construed to release an Administrator from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct or bad faith. To the extent that, at law or in equity, a Trustee
or an Administrator has duties (including fiduciary duties) to the Trust or to the Holders, such Trustee’s or Administrator’s duties may be restricted or eliminated by provisions in this Declaration, except that this Declaration may not
eliminate the implied contractual covenant of good faith and fair dealing. A Trustee or Administrator shall not be liable to the Trust or a Holder or another Person that is party to or otherwise bound by the Declaration for breach of fiduciary duty
for such Trustee’s or Administrator’s good faith reliance on the provisions of the Declaration. The provisions of this Declaration, to the extent that they restrict or eliminate the liabilities of the Trustees or the Administrators
otherwise existing at law or in equity, are agreed by the Sponsor and the Holders to replace such other liabilities of the Trustees or the Administrators, as the case may be, except that no provision of this Declaration may limit or eliminate
liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. 
 (c) All payments made by the Institutional Trustee or a Paying Agent in respect of the Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Institutional Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Holder, by its acceptance of a Security, agrees that it will look solely to the revenue and proceeds
from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees and the Administrators are not personally liable to it for any amount distributable in respect of any Security or for any other
liability in respect of any Security. This Section 2.9(c) does not limit the liability of the Trustees expressly set forth elsewhere in this Declaration or, in the case of the Institutional Trustee, in the Trust Indenture Act. 
 (d) No provision of this Declaration shall be construed to relieve the Institutional Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct or bad faith with respect to matters that are within the authority of the Institutional Trustee under this Declaration, except that: 
 (i) the Institutional Trustee shall not be liable for any error or judgment made in good faith by an Authorized Officer of the
Institutional Trustee, unless it shall be proved that the Institutional Trustee was negligent in ascertaining the pertinent facts; 
 (ii) the Institutional Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in liquidation amount of the Capital Securities or
the Common Securities, as applicable, relating to the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under this
Declaration; 
  

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 (iii) the Institutional Trustee’s sole duty with respect to the custody, safe
keeping and physical preservation of the Debentures and the Property Account shall be to deal with such property in a similar manner as the Institutional Trustee deals with similar property for its own account, subject to the protections and
limitations on liability afforded to the Institutional Trustee under this Declaration and the Trust Indenture Act; 
 (iv) the
Institutional Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree in writing with the Sponsor; and money held by the Institutional Trustee need not be segregated from other funds held by it
except in relation to the Property Account maintained by the Institutional Trustee pursuant to Section 2.8(c)(i) and except to the extent otherwise required by law; and 
 (v) the Institutional Trustee shall not be responsible for monitoring the compliance by the Administrators or the Sponsor with their
respective duties under this Declaration, nor shall the Institutional Trustee be liable for any default or misconduct of the Administrators or the Sponsor. 
 Section 2.10. Certain Rights of Institutional Trustee. Subject to the provisions of Section 2.9: 
 (a) the Institutional Trustee may conclusively rely and shall fully be protected in acting or refraining from acting in good faith upon any resolution, written opinion of counsel, certificate, written representation of a Holder or
transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document believed by
it to be genuine and to have been signed, sent or presented by the proper party or parties; 
 (b) if (i) in performing its duties under
this Declaration, the Institutional Trustee is required to decide between alternative courses of action, (ii) in construing any of the provisions of this Declaration, the Institutional Trustee finds the same ambiguous or inconsistent with any
other provisions contained herein, or (iii) the Institutional Trustee is unsure of the application of any provision of this Declaration, then, except as to any matter as to which the Holders of Capital Securities are entitled to vote under the
terms of this Declaration, the Institutional Trustee may deliver a notice to the Sponsor requesting the Sponsor’s opinion as to the course of action to be taken and the Institutional Trustee shall take such action, or refrain from taking such
action, as the Institutional Trustee in its sole discretion shall deem advisable and in the best interests of the Holders, in which event the Institutional Trustee shall have no liability except for its own negligence, willful misconduct or bad
faith; 
 (c) any direction or act of the Sponsor or the Administrators contemplated by this Declaration shall be sufficiently evidenced by
an Officers’ Certificate; 
 (d) whenever in the administration of this Declaration, the Institutional Trustee shall deem it desirable
that a matter be proved or established before undertaking, 

  

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suffering or omitting any action hereunder, the Institutional Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad
faith on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Administrators; 
 (e) the Institutional Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any rerecording, refiling or reregistration thereof; 
 (f) the
Institutional Trustee may consult with counsel of its selection (which counsel may be counsel to the Sponsor or any of its Affiliates) and the advice of such 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 and in accordance with such advice; the Institutional Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration
from any court of competent jurisdiction; 
 (g) the Institutional Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Declaration at the request or direction of any of the Holders pursuant to this Declaration, unless such Holders shall have offered to the Institutional Trustee security or indemnity reasonably satisfactory to it against
the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; provided, that nothing contained in this Section 2.10(g) shall be taken to relieve the Institutional Trustee, upon the
occurrence of an Event of Default (of which the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)) that has not been cured or waived, of its obligation to exercise the rights and powers vested in it by this
Declaration; 
 (h) the Institutional 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, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do so by one or more
Holders, but the Institutional Trustee may make such further inquiry or investigation into such facts or matters as it may see fit; 
 (i)
the Institutional Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys and the Institutional Trustee shall not be responsible for any misconduct or
negligence on the part of, or for the supervision of, any such agent or attorney appointed with due care by it hereunder; 
 (j) whenever in
the administration of this Declaration the Institutional Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Institutional Trustee (i) may request
instructions from the Holders of the Common Securities and the Capital Securities, which instructions may be given only by the Holders of the same proportion in liquidation amount of the Common Securities and the Capital Securities as would be
entitled to direct the Institutional Trustee under the terms of the Common Securities and the Capital Securities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until
such instructions are received, and (iii) shall be fully protected in acting in accordance with such instructions; 
  

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 (k) except as otherwise expressly provided in this Declaration, the Institutional Trustee shall not be
under any obligation to take any action that is discretionary under the provisions of this Declaration; 
 (l) when the Institutional Trustee
incurs expenses or renders services in connection with a Bankruptcy Event, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any
bankruptcy law or law relating to creditors rights generally; 
 (m) the Institutional Trustee shall not be charged with knowledge of an
Event of Default unless a Responsible Officer of the Institutional Trustee has actual knowledge of such event or the Institutional Trustee receives written notice of such event from any Holder, except that the Institutional Trustee shall be deemed
to have knowledge of any Event of Default pursuant to Sections 5.01(a), 5.01(b) or 5.01(c) of the Indenture (other than an Event of Default resulting from the default in the payment of Additional Amounts if the Institutional Trustee does not have
actual knowledge or written notice that such payment is due and payable); 
 (n) any action taken by the Institutional Trustee or its agents
hereunder shall bind the Trust and the Holders of the Securities, and the signature of the Institutional Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to
the authority of the Institutional Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Institutional Trustee’s or its agent’s taking such
action; and 
 (o) no provision of this Declaration shall be deemed to impose any duty or obligation on the Institutional Trustee to perform
any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Institutional Trustee shall be unqualified or incompetent in accordance with applicable
law, to perform any such act or acts, or to exercise any such right, power, duty or obligation, and no permissive power or authority available to the Institutional Trustee shall be construed to be a duty. 
 Section 2.11. Delaware Trustee. Notwithstanding any other provision of this Declaration other than Section 4.2, the Delaware Trustee
shall not be entitled to exercise any powers, and the Delaware Trustee shall not have any of the duties and responsibilities of any of the Trustees or the Administrators specified in this Declaration (except as may be required under the Statutory
Trust Act). Except as set forth in Section 4.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of § 3807 of the Statutory Trust Act. 
 Section 2.12. Execution of Documents. Unless otherwise determined in writing by the Institutional Trustee, and except as otherwise required
by the Statutory Trust Act, the Institutional Trustee, or any one or more of the Administrators, as the case may be, is authorized to execute and deliver on behalf of the Trust any documents, agreements, instruments or certificates that the Trustees
or the Administrators, as the case may be, have the power and authority to execute pursuant to Section 2.6. 
  

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 Section 2.13. Not Responsible for Recitals or Issuance of Securities. The recitals contained
in this Declaration and the Securities shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the Trust Property
or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration, the Debentures or the Securities. 
 Section 2.14. Duration of Trust. The Trust, unless dissolved pursuant to the provisions of Article VII hereof, shall have existence for five (5) years after the Maturity Date. 
 Section 2.15. Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or
lease its properties and assets substantially as an entirety to any corporation or other Person, except as described in this Section 2.15 and except with respect to the distribution of Debentures to Holders of Securities pursuant to
Section 7.1(a)(iv) of this Declaration or Section 4 of Annex I. 
 (b) The Trust may, with the consent of the Administrators (which
consent will not be unreasonably withheld) and without the consent of the Institutional Trustee, the Delaware Trustee or the Holders of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any state; provided, that: 
 (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either: 
 (A) expressly assumes all of the obligations of the Trust under the Securities; or 
 (B) substitutes for the Securities other securities having substantially the same terms as the Securities (the “Successor
Securities”) so that the Successor Securities rank the same as the Securities rank with respect to Distributions and payments upon Liquidation, redemption and otherwise; 
 (ii) the Sponsor expressly appoints, as the holder of the Debentures, a trustee of the Successor Entity that possesses the same powers and
duties as the Institutional Trustee; 
 (iii) the Capital Securities or any Successor Securities are listed or quoted, or any
Successor Securities will be listed or quoted upon notification of issuance, on any national securities exchange or with another organization on which the Capital Securities are then listed or quoted, if any; 
  

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 (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not cause the rating on the Capital Securities or any Successor Securities to be downgraded or withdrawn by any nationally recognized statistical rating organization, if the Capital Securities are then rated; 
 (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Securities or any Successor Securities in any material respect (other than with respect to any dilution of such Holders’ interests in the Successor Entity); 
 (vi) such Successor Entity, if any, has a purpose substantially identical to that of the Trust; 
 (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust has received a written
opinion of a nationally recognized independent counsel to the Trust experienced in such matters to the effect that: 
 (A)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Securities or any Successor Securities in any material respect (other than
with respect to any dilution of such Holders’ interests in the Successor Entity); 
 (B) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company under the Investment Company Act; and 
 (C) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust or the Successor Entity will
continue to be classified as a grantor trust for United States federal income tax purposes; 
 (viii) the Sponsor guarantees
the obligations of the Successor Entity under the Successor Securities to the same extent provided by the Indenture, the Guarantee, the Debentures and this Declaration; and 
 (ix) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Institutional Trustee shall have
received an Officers’ Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent of this paragraph (b) to such transaction have been satisfied. 
 (c) Notwithstanding Section 2.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, 

  

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merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other
Person or permit any other Person to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity to be classified as
other than a grantor trust for United States federal income tax purposes. 
 ARTICLE III 
 SPONSOR 
 Section 3.1.
Sponsor’s Purchase of Common Securities. On the Closing Date, or the Option Closing Date (if any), the Sponsor will purchase all of the Common Securities issued by the Trust, in an amount at least equal to 3% of the capital of the Trust,
at the same time as the Capital Securities are sold. 
 Section 3.2. Responsibilities of the Sponsor. In connection with the
issue and sale of the Capital Securities, the Sponsor shall have the exclusive right and responsibility and sole decision to engage in, or direct the Administrators to engage in, the following activities: 
 (a) to determine the jurisdictions in which to take appropriate action to qualify or register for sale all or part of the Capital Securities and to do any
and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary, advisable
or incidental thereto in order to comply with the applicable laws of any such jurisdictions; and 
 (b) to negotiate the terms of and/or
execute and deliver on behalf of the Trust, the Underwriting Agreement and other related agreements providing for the sale of the Capital Securities. 
 ARTICLE IV 
 TRUSTEES AND ADMINISTRATORS 
 Section 4.1. Number of Trustees. The number of Trustees initially shall be two, and: 
 (a) at any time before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the number of Trustees; and

 (b) after the issuance of any Securities, the number of Trustees may be increased or decreased by vote of the Holder of a Majority in
liquidation amount of the Common Securities voting as a class at a meeting of the Holder of the Common Securities; provided, however, that there shall be a Delaware Trustee if required by Section 4.2; and there shall always be one
Trustee who shall be the Institutional Trustee, and such Trustee may also serve as Delaware Trustee if it meets the applicable requirements, in which case Section 2.11 shall have no application to such entity in its capacity as Institutional
Trustee. 
  

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 Section 4.2. Delaware Trustee. If required by the Statutory Trust Act, one Trustee (the
“Delaware Trustee”) shall be: 
 (a) a natural person who is a resident of the State of Delaware and a U.S. Person at least 21 years
of age; or 
 (b) if not a natural person, an entity which is organized under the laws of the United States or any state thereof or the
District of Columbia, has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law, including § 3807 of the Statutory Trust Act. 
 The initial Delaware Trustee shall be Wilmington Trust Company. 
 Section 4.3. Institutional Trustee; Eligibility. 
 (a) There shall at all times be one Trustee
that shall act as Institutional Trustee which shall: 
 (i) not be an Affiliate of the Sponsor; 
 (ii) not offer or provide credit or credit enhancement to the Trust; and 
 (iii) be a banking corporation or national association organized and doing business under the laws of the United States of America or any
state thereof or of the District of Columbia and authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by
federal, state or District of Columbia authority. If such corporation or national association publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then
for the purposes of this Section 4.3(a)(iii), the combined capital and surplus of such corporation or national association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

 (b) If at any time the Institutional Trustee shall cease to be eligible to so act under Section 4.3(a), the Institutional Trustee
shall immediately resign in the manner and with the effect set forth in Section 4.5. 
 (c) If the Institutional Trustee has or shall
acquire any “conflicting interest” within the meaning of § 310(b) of the Trust Indenture Act, the Institutional Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to this
Declaration. 
 (d) The initial Institutional Trustee shall be Wilmington Trust Company. 
 Section 4.4. Administrators. Each Administrator shall be a U.S. Person. There shall at all times be at least one Administrator. Except where
a requirement for action by a 

  

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specific number of Administrators is expressly set forth in this Declaration and except with respect to any action the taking of which is the subject of a
meeting of the Administrators, any action required or permitted to be taken by the Administrators may be taken by, and any power of the Administrators may be exercised by, or with the consent of, any one such Administrator acting alone. 

Section 4.5. Appointment, Removal and Resignation of the Trustees and the Administrators. 
 (a) No resignation or removal of any Trustee (the “Relevant Trustee”) and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section. 
 (b) Subject to Section 4.5(a), a Relevant Trustee may resign at any time by giving written notice thereof to the Holders of the Securities and by appointing a successor Relevant Trustee. Upon the resignation of the Institutional
Trustee, the Institutional Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements their expenses and charges to serve as the successor Institutional Trustee on a form provided by the
Administrators, and selecting the Person who agrees to the lowest expense and charges (the “Successor Institutional Trustee”). If the instrument of acceptance by the successor Relevant Trustee required by this Section shall not have been
delivered to the Relevant Trustee within 60 days after the giving of such notice of resignation or delivery of the instrument of removal, the Relevant Trustee may petition, at the expense of the Trust, any federal, state or District of Columbia
court of competent jurisdiction for the appointment of a successor Relevant Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Relevant Trustee. The Institutional Trustee shall have no
liability for the selection of such successor pursuant to this Section. 
 (c) Unless an Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by an act of the Holders of a Majority in liquidation amount of the Common Securities. If any Trustee shall be so removed, the Holders of the Common Securities, by act of the Holders of a Majority
in liquidation amount of the Common Securities delivered to the Relevant Trustee, shall promptly appoint a successor Relevant Trustee, and such successor Relevant Trustee shall comply with the applicable requirements of this Section. If an Event of
Default shall have occurred and be continuing, the Institutional Trustee or the Delaware Trustee, or both of them, may be removed by the act of the Holders of a Majority in liquidation amount of the Capital Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). If any Trustee shall be so removed, the Holders of Capital Securities, by act of the Holders of a Majority in liquidation amount of the Capital Securities then outstanding delivered to
the Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and such successor Relevant Trustee shall comply with the applicable requirements of this Section. If no successor Relevant Trustee shall have been so appointed
by the Holders of a Majority in liquidation amount of the Capital Securities and accepted appointment in the manner required by this Section within 30 days after delivery of an instrument of removal, the Relevant Trustee or any Holder who has been a
Holder of the 

  

 27 








 
Securities for at least six months may, on behalf of himself and all others similarly situated, petition any federal, state or District of Columbia court of
competent jurisdiction for the appointment of a successor Relevant Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a successor Relevant Trustee or Trustees. 
 (d) The Institutional Trustee shall give notice of each resignation and each removal of a Trustee and each appointment of a successor Trustee to all
Holders and to the Sponsor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Institutional Trustee. 
 (e) Notwithstanding the foregoing or any other provision of this Declaration, in the event a Delaware Trustee who is a natural person dies or is adjudged
by a court to have become incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Institutional Trustee following the procedures in this Section (with the successor being a Person who
satisfies the eligibility requirement for a Delaware Trustee set forth in this Declaration) (the “Successor Delaware Trustee”). 
 (f) In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Securities shall execute and deliver an amendment hereto wherein each successor
Relevant Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties
of the retiring Relevant Trustee with respect to the Securities and the Trust and (b) shall add to or change any of the provisions of this Declaration as shall be necessary to provide for or facilitate the administration of the Trust by more
than one Relevant Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee;
but, on request of the Trust or any successor Relevant Trustee, such retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring
Relevant Trustee hereunder with respect to the Securities and the Trust subject to the payment of all unpaid fees, expenses and indemnities of such retiring Relevant Trustee. 
 (g) No Institutional Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be. 
 (h) The Holders of the Capital Securities will have no right to vote to appoint, remove or replace
the Administrators, which voting rights are vested exclusively in the Holders of the Common Securities. 
 (i) Any Successor Delaware Trustee
shall file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of such Delaware Trustee in the State of Delaware. 
  

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 Section 4.6. Vacancies Among Trustees. If a Trustee ceases to hold office for any reason and
the number of Trustees is not reduced pursuant to Section 4.1, or if the number of Trustees is increased pursuant to Section 4.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Trustees or, if there are
more than two, a majority of the Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 4.5. 
 Section 4.7. Effect of Vacancies. The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or
incapacity to perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust or terminate this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled by the appointment of a
Trustee in accordance with Section 4.5, the Institutional Trustee shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. 
 Section 4.8. Meetings of the Trustees and the Administrators. Meetings of the Trustees or the Administrators shall be held from time to time
upon the call of any Trustee or Administrator, as applicable. Regular meetings of the Trustees and the Administrators, respectively, may be in person in the United States or by telephone, at a place (if applicable) and time fixed by resolution of
the Trustees or the Administrators, as applicable. Notice of any in-person meetings of the Trustees or the Administrators shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not
less than 48 hours before such meeting. Notice of any telephonic meetings of the Trustees or the Administrators or any committee thereof shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of a Trustee or an Administrator, as the case may
be, at a meeting shall constitute a waiver of notice of such meeting except where a Trustee or an Administrator, as the case may be, attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the
meeting has not been lawfully called or convened. Unless provided otherwise in this Declaration, any action of the Trustees or the Administrators, as the case may be, may be taken at a meeting by vote of a majority of the Trustees or the
Administrators present (whether in person or by telephone) and eligible to vote with respect to such matter; provided, that, in the case of the Administrators, a Quorum is present, or without a meeting by the unanimous written consent of the
Trustees or the Administrators, as the case may be. Meetings of the Trustees and the Administrators together shall be held from time to time upon the call of any Trustee or Administrator. 
 Section 4.9. Delegation of Power. (a) Any Trustee or any Administrator, as the case may be, may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 that is a U.S. Person his or her power for the purpose of executing any documents, instruments or other writings contemplated in Section 2.6. 
 (b) The Trustees shall have power to delegate from time to time to such of their number or to any officer of the Trust that is a U.S. Person, the doing
of such things and the 

  

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execution of such instruments or other writings either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient,
to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein. 
 Section 4.10. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Institutional Trustee or the Delaware Trustee, as the case may be, may be merged or converted or with which either may be
consolidated, or any Person resulting from any merger, conversion or consolidation to which the Institutional Trustee or the Delaware Trustee, as the case may be, shall be a party, or any Person succeeding to all or substantially all the corporate
trust business of the Institutional Trustee or the Delaware Trustee, as the case may be, shall be the successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided such Person shall be otherwise qualified and eligible under this Article and, provided, further, that such Person shall file an amendment to the Certificate of Trust with
the Secretary of State of the State of Delaware as contemplated in Section 4.5(i). 
 ARTICLE V 
 DISTRIBUTIONS 
 Section 5.1.
Distributions. Holders shall receive Distributions in accordance with the applicable terms of the relevant Holder’s Securities. Distributions shall be made on the Capital Securities and the Common Securities in accordance with the
preferences set forth in their respective terms. If and to the extent that the Debenture Issuer makes a payment of interest (including any Additional Amounts or Deferred Interest) or premium, if any, on and/or principal of the Debentures held by the
Institutional Trustee (the amount of any such payment being a “Payment Amount”), the Institutional Trustee shall and is directed, to the extent funds are available in the Property Account for that purpose, to make a distribution (a
“Distribution”) of the Payment Amount to Holders. For the avoidance of doubt, funds in the Property Account shall not be distributed to Holders to the extent of any taxes payable by the Trust, in the case of withholding taxes, as
determined by the Institutional Trustee or any Paying Agent and, in the case of taxes other than withholding taxes, as determined by the Administrators in a written notice to the Institutional Trustee. 
 ARTICLE VI 
 ISSUANCE OF SECURITIES

 Section 6.1. General Provisions Regarding Securities. 
 (a) The Administrators shall on behalf of the Trust issue one series of capital securities, evidenced by a certificate substantially in the form of
Exhibit A-1, representing undivided beneficial interests in the assets of the Trust and having such terms as are set forth in Annex I (the “Capital Securities”), and one series of common securities, evidenced by a certificate substantially
in the form of Exhibit A-2, representing undivided beneficial interests in the assets of the Trust and having such terms as are set forth in Annex I (the “Common Securities”). The Trust shall issue no securities or other interests in the
assets of the Trust other 

  

 30 








 
than the Capital Securities and the Common Securities. The Capital Securities rank pari passu with, and payment thereon shall be made Pro Rata with,
the Common Securities except that, where an Event of Default has occurred and is continuing, the rights of Holders of the Common Securities to payment in respect of Distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights to payment of the Holders of the Capital Securities. 
 (b) The Certificates shall be signed on behalf of the
Trust by one or more Administrators. Such signature shall be the facsimile or manual signature of any Administrator. In case any Administrator of the Trust who shall have signed any of the Securities shall cease to be such Administrator before the
Certificates so signed shall be delivered by the Trust, such Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Administrator. Any Certificate may be signed on behalf of the Trust
by such person who, at the actual date of execution of such Certificate, shall be an Administrator of the Trust, although at the date of the execution and delivery of the Declaration any such person was not such an Administrator. A Capital Security
shall not be valid until the Certificate evidencing it is authenticated by the manual or facsimile signature of an Authorized Officer of the Institutional Trustee. Such signature shall be conclusive evidence that the Certificate evidencing such
Capital Security has been authenticated under this Declaration. Upon written order of the Trust signed by one Administrator, the Institutional Trustee shall authenticate one or more Certificates evidencing the Capital Securities for original issue.
The Institutional Trustee may appoint an authenticating agent that is a U.S. Person acceptable to the Sponsor to authenticate Certificates evidencing Capital Securities. A Common Security need not be so authenticated and shall be valid upon
execution by one or more Administrators. 
 (c) Capital Securities initially issued by the Trust shall be issued in the form of one or more
Definitive Capital Securities Certificates. Global Capital Security Certificates shall be, except as provided in Section 6.4, registered in the name of the Depositary or its nominee and deposited with the Depositary or, if not so deposited,
held by the Institutional Trustee as a custodian for the Depositary, for credit by the Depositary to the respective accounts of the Depositary Participants (or such other accounts as they may direct). The Trust, as issuer and the Institutional
Trustee, as custodian, are hereby authorized to execute, deliver and perform any letter of representations and other similar agreements or writings in connection with Capital Securities issued in the form of Global Capital Securities.] 

(d) The consideration received by the Trust for the issuance of the Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust. 
 (e) Upon issuance of the Securities as provided in this Declaration, the Securities so issued shall be
deemed to be validly issued, fully paid and non-assessable, and the Securities and each Holder thereof shall be entitled to the benefits provided by this Declaration. 
 (f) Every Person, by virtue of having become a Holder in accordance with the terms of this Declaration, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration
and the Guarantee. 
  

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 Section 6.2. Paying Agent, Transfer Agent and Registrar. The Trust shall maintain in
Wilmington, Delaware (i) an office or agency where the Securities may be presented for payment (the “Paying Agent”) and (ii) an office or agency where Securities may be presented for registration of transfer or exchange (the
“Transfer Agent”). The Trust shall keep or cause to be kept at such office or agency a register (the “Securities Register”) for the purpose of registering Securities and transfers and exchanges of Securities, such Securities
Register to be held by a registrar (the “Registrar”). The Administrators may appoint the Paying Agent, the Registrar and the Transfer Agent, and may appoint one or more additional Paying Agents, one or more co-Registrars, or one or more
co-Transfer Agents in such other locations as it shall determine. The term “Paying Agent” includes any additional Paying Agent, the term “Registrar” includes any additional Registrar or co-Registrar and the term “Transfer
Agent” includes any additional Transfer Agent or co-Transfer Agent. The Administrators may change any Paying Agent, Transfer Agent or Registrar at any time without prior notice to any Holder. The Administrators shall notify the Institutional
Trustee of the name and address of any Paying Agent, Transfer Agent and Registrar not a party to this Declaration. The Administrators hereby initially appoint the Institutional Trustee to act as Paying Agent, Transfer Agent and Registrar for the
Capital Securities and the Common Securities at its Corporate Trust Office. The Institutional Trustee or any of its Affiliates in the United States may act as Paying Agent, Transfer Agent or Registrar. 
 Section 6.3. Form and Dating. 
 (a) The Capital Securities shall be evidenced by one or more Certificates, and the Institutional Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A-1, and the Common Securities shall be
evidenced by one or more Certificates substantially in the form of Exhibit A-2, each of which is hereby incorporated in and expressly made a part of this Declaration. Certificates may be typed, printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrators, as conclusively evidenced by their execution thereof. Certificates evidencing Securities may have letters, numbers, notations or other marks of identification or designation and
such legends or endorsements required by law, stock exchange rule, agreements to which the Trust is subject, if any, or usage (provided, that any such notation, legend or endorsement is in a form acceptable to the Sponsor). The Trust at the
direction of the Sponsor shall furnish any such legend not contained in Exhibit A-1 to the Institutional Trustee in writing. Each Capital Security Certificate shall be dated the date of its authentication. The terms and provisions of the Securities
set forth in Annex I and the forms of Certificates set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration and to the extent applicable, the Institutional Trustee, the Delaware Trustee, the Administrators and the Sponsor, by
their execution and delivery of this Declaration, expressly agree to such terms and provisions and to be bound thereby. 
 (b) The Capital
Securities are being offered and sold by the Trust initially pursuant to the Underwriting Agreement in the form of a Global Capital Security or one or more Definitive Capital Securities, in accordance with Section 6.1(c), and will be registered
in the name of the Holder thereof, without coupons and with the Restricted Securities Legend. 
  

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 Section 6.4. Book-Entry Capital Securities. 
 (a) Book-Entry Capital Securities and Definitive Capital Securities may be exchanged or transferred, in whole or in part, for one another only if such
exchange or transfer complies with such procedures as are substantially consistent with this Section 6.4 and Article VIII. In addition, if (i) the Depositary advises the Administrators and the Institutional Trustee in writing that the
Depositary is no longer willing or able to properly discharge its responsibilities with respect to the Global Capital Security, and no qualified successor is appointed by the Administrators within ninety (90) days of receipt of such notice,
(ii) the Depositary ceases to be a clearing agency registered under the Exchange Act and the Administrators fail to appoint a qualified successor within ninety (90) days of obtaining knowledge of such event or (iii) an Indenture Event
of Default has occurred and is continuing, a Global Capital Security may be exchanged, in whole or in part, for Definitive Capital Securities registered in the names of the Beneficial Owners of the Book-Entry Capital Securities evidenced thereby.
Upon the occurrence of any event specified in clause (i), (ii) or (iii) above, the Administrators shall notify the Depositary and instruct the Depositary to notify all Beneficial Owners and the Institutional Trustee of the occurrence of
such event and of the availability of Definitive Capital Securities Certificates to Beneficial Owners. Upon the issuance of Definitive Capital Securities Certificates, the Administrators and the Institutional Trustee shall recognize the Persons in
whose names the Definitive Capital Securities Certificates are registered in the Securities Register as the Holders of the Capital Securities evidenced thereby for all purposes under this Declaration and the Capital Securities. 
 (b) If any Global Capital Security is to be exchanged or transferred for Definitive Capital Securities Certificates or canceled in part, or if any
Definitive Capital Securities Certificate is to be exchanged in whole or in part for any Global Capital Security, then (i) such Global Capital Security shall be so surrendered for exchange, transfer or cancellation as provided in this
Section 6.4 and Article VIII and (ii) the aggregate liquidation amount represented by such Global Capital Security shall be reduced or increased, subject to Section 8.2(b), by an amount equal to the liquidation amount represented by
that portion of the Global Capital Security to be so exchanged, transferred or canceled, or equal to the liquidation amount represented by such Definitive Capital Securities Certificates to be so exchanged for any Global Capital Security, as the
case may be, by means of an appropriate adjustment made on the records of the Registrar, whereupon the Institutional Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender or adjustment to the Administrators or the Registrar of any Global Capital Security or Securities by the Depositary, accompanied by registration instructions, the
Administrators, or any one of them, shall execute and the Institutional Trustee shall authenticate and deliver Definitive Capital Securities Certificates issuable in exchange for such Global Capital Securities (or any portion thereof) in accordance
with the instructions of the Depositary. The Registrar, Administrators and the Institutional Trustee may conclusively rely on, and shall be fully protected in relying on, such instructions. 
 (c) Every Definitive Capital Securities Certificate executed and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global
Capital Security or any portion thereof shall be executed and delivered in the form of, and shall be, a Global Capital Security, unless such Definitive Capital Securities Certificate is registered in the name of a Person other than the Depositary
for such Global Capital Security or a nominee thereof. 
  

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 (d) The Depositary or its nominee, as registered owner of a Global Capital Security, shall be the Holder
of such Global Capital Security for all purposes under this Declaration and the Global Capital Security, and Beneficial Owners with respect to a Global Capital Security shall hold such interests pursuant to the Applicable Depositary Procedures. The
Registrar, the Administrators and the Institutional Trustee shall be entitled to deal with the Depositary for all purposes of this Declaration relating to the Global Capital Securities as the sole Holder of the Book-Entry Capital Securities
represented thereby and shall have no obligations to the Beneficial Owners thereof. None of the Administrators, the Institutional Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary. 

(e) The rights of the Beneficial Owners of the Book-Entry Capital Securities shall be exercised only through the Depositary and shall be limited to
those established by law, the Applicable Depositary Procedures and agreements between such Beneficial Owners and the Depositary and/or its Depositary Participants; provided, solely for the purpose of determining whether the Holders of the requisite
amount of Capital Securities have voted on any matter provided for in this Declaration, to the extent that Capital Securities are represented by a Global Capital Security, the Administrators and the Institutional Trustee may conclusively rely on,
and shall be fully protected in relying on, any written instrument (including a proxy) delivered to the Institutional Trustee by the Depositary setting forth the Beneficial Owners’ votes or assigning the right to vote on any matter to any other
Persons either in whole or in part. To the extent that Capital Securities are represented by a Global Capital Security, subject to this Section 6.4, the initial Depositary will make book-entry transfers among the Depositary Participants and
receive and transmit payments on the Capital Securities that are represented by a Global Capital Security to such Depositary Participants, and none of the Sponsor, the Administrators or the Institutional Trustee shall have any responsibility or
obligation with respect thereto. 
 (f) To the extent that a notice or other communication to the Holders is required under this Declaration,
for so long as Capital Securities are represented by a Global Capital Security, the Administrator and the Institutional Trustee shall give all such notices and communications to the Depositary, and shall have no obligations to the Beneficial Owners.

 Section 6.5. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate should be surrendered to
the Registrar, or if the Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) the related Holder shall deliver to the Registrar, the Administrators and the Institutional Trustee such
security or indemnity as may be reasonably required by them to keep each of them harmless, then, in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, an Administrator on behalf of the Trust shall execute
(and in the case of a Capital Security Certificate, the Institutional Trustee shall authenticate) and deliver to such Holder, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
denomination. In connection with the issuance of any new Certificate under this Section, the Registrar or the Administrators may require such Holder to pay a sum 

  

 34 








 
sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any Certificate executed and delivered pursuant to this
Section shall constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. 
 Section 6.6. Temporary Certificates. Until definitive Certificates are ready for delivery, the Administrators may prepare and execute on
behalf of the Trust and, in the case of Capital Security Certificates, the Institutional Trustee shall authenticate, temporary Certificates. Temporary Certificates shall be substantially in the form of definitive Certificates but may have variations
that the Administrators consider appropriate for temporary Certificates. Without unreasonable delay, the Administrators shall prepare and execute on behalf of the Trust and, in the case of the Capital Security Certificates, the Institutional Trustee
shall authenticate definitive Certificates in exchange for temporary Certificates. 
 Section 6.7. Cancellation. The
Administrators at any time may deliver Certificates evidencing Securities to the Institutional Trustee for cancellation. The Registrar shall forward to the Institutional Trustee any Certificates evidencing Securities surrendered to it for
registration of transfer, redemption or payment. The Institutional Trustee shall promptly cancel all Certificates surrendered for registration of transfer, payment, replacement or cancellation and shall dispose of such canceled Certificates as the
Administrators direct. The Administrators may not issue new Certificates to replace Certificates evidencing Securities that have been paid or, except for Certificates surrendered for purposes of the transfer or exchange of the Securities evidenced
thereby, that have been delivered to the Institutional Trustee for cancellation. 
 Section 6.8. Rights of Holders; Waivers of Past
Defaults. 
 (a) The legal title to the Trust Property is vested exclusively in the Institutional Trustee (in its capacity as such) in
accordance with Section 2.5, and the Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Trust conferred by their Securities and they shall have no right to call for any partition
or division of property, profits or rights of the Trust except as described below. The Securities shall be personal property giving only the rights specifically set forth therein and in this Declaration. The Securities shall have no, and the
issuance of the Securities shall not be subject to, preemptive or other similar rights and when issued and delivered to Holders against payment of the purchase price therefor, the Securities will be fully paid and nonassessable by the Trust.

 (b) For so long as any Capital Securities remain outstanding, if, upon an Indenture Event of Default pursuant to Sections 5.01(b), (e),
(f), (g), (h) or (i) of the Indenture, the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures fail to declare the principal of all of the Debentures to be immediately due and
payable, the Holders of not less than a Majority in liquidation amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Institutional Trustee, the Sponsor and the Debenture
Trustee. 
 (c) At any time after the acceleration of maturity of the Debentures has been made and before a judgment or decree for payment of
the money due has been obtained by the 

  

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Debenture Trustee as provided in the Indenture, if the Institutional Trustee, subject to the provisions hereof, fails to annul any such acceleration and
waive such default, the Holders of a Majority in liquidation amount of the Capital Securities, by written notice to the Institutional Trustee, the Sponsor and the Debenture Trustee, may rescind and annul such acceleration and its consequences if:

 (i) the Sponsor has paid or deposited with the Debenture Trustee a sum sufficient to pay 
 (A) all overdue installments of interest on all of the Debentures; 
 (B) any accrued Deferred Interest on all of the Debentures; 
 (C) all payments on any Debentures that have become due otherwise than by such acceleration and interest and Deferred Interest thereon at
the rate borne by the Debentures; and 
 (D) all sums paid or advanced by the Debenture Trustee under the Indenture and the
reasonable compensation, documented expenses, disbursements and advances of the Debenture Trustee and the Institutional Trustee, their agents and counsel; and 
 (ii) all Events of Default with respect to the Debentures, other than the non-payment of the principal of or premium, if any, on the
Debentures that has become due solely by such acceleration, have been cured or waived as provided in Section 5.07 of the Indenture. 
 (d) The Holders of a Majority in liquidation amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive any past Default or Event of Default, except a Default or Event of Default arising from the
non-payment of principal of or premium, if any, or interest on the Debentures (unless such Default or Event of Default has been cured and a sum sufficient to pay all matured installments of interest, premium and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee) or a Default or Event of Default in respect of a covenant or provision that under the Indenture cannot be modified or amended without the consent of the holder of each outstanding
Debenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. 
 (e) Upon receipt by the
Institutional Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of any part of the Capital Securities, a record date shall be established for determining Holders of outstanding Capital
Securities entitled to join in such notice, which record date shall be at the close of business on the day the Institutional Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective
by virtue of the requisite percentage having joined in such notice prior to the day that is 90 days after such record date, such notice of declaration of acceleration, or rescission and 

  

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annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice
that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section. 
 (f) Except as otherwise provided in this Section, the Holders of a Majority in liquidation amount of the Capital Securities may, on behalf of the Holders
of all the Capital Securities, waive any past Default or Event of Default and its consequences. Upon such waiver, any such Default or Event of Default shall cease to exist, and any Default or Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 
 ARTICLE VII 
 DISSOLUTION AND TERMINATION OF TRUST 
 Section 7.1. Dissolution and Termination of Trust. (a) The Trust shall dissolve on the first to occur of : 
 (i) unless earlier dissolved, on [DATE
                ], 2043, the expiration of the term of the Trust; 
 (ii) a Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture Issuer; 
 (iii) other than in connection with a merger, consolidation or similar transaction not prohibited by the Indenture, this Declaration or
the Guarantee, as the case may be, the filing of a certificate of dissolution or its equivalent with respect to the Sponsor or upon the revocation of the charter of the Sponsor and the expiration of 90 days after the date of revocation without a
reinstatement thereof; 
 (iv) the distribution of all of the Debentures to the Holders of the Securities, upon exercise of
the right of the Holders of all of the outstanding Common Securities to dissolve the Trust as provided in Annex I hereto; 
 (v) the entry of a decree of judicial dissolution of any Holder of the Common Securities, the Sponsor, the Trust or the Debenture Issuer; 
 (vi) when all of the Securities are then subject to redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; or 
  

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 (vii) before the issuance of any Securities, with the consent of all of the Trustees and
the Sponsor. 
 (b) As soon as is practicable after the occurrence of an event referred to in Section 7.1(a), and after satisfaction of
liabilities to creditors of the Trust as required by applicable law, including § 3808 of the Statutory Trust Act, and subject to the terms set forth in Annex I, the Institutional Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware. 
 (c) The provisions of Section 2.9 and Article IX shall survive the
termination of the Trust. 
 ARTICLE VIII 
 TRANSFER OF INTERESTS 
 Section 8.1. General. (a) Subject to Section 6.4 and
Section 8.1(c), when a Holder of Capital Securities delivers to the Registrar in accordance with this Declaration a request to register a transfer of such Holder’s Capital Securities or to exchange them for an equal aggregate liquidation
amount of Capital Securities represented by different Certificates, the Registrar shall register the transfer or make the exchange when the requirements provided for herein for such transfer or exchange are met. To facilitate registrations of
transfers and exchanges, the Trust shall execute and the Institutional Trustee shall authenticate Capital Security Certificates at the Registrar’s request. 
 (b) Upon issuance of the Common Securities, the Sponsor shall acquire and retain beneficial and record ownership of the Common Securities and, for so long as the Securities remain outstanding, the Sponsor shall
maintain 100% ownership of the Common Securities; provided, however, that any permitted successor of the Debenture Issuer under the Indenture may succeed to the Sponsor’s ownership of the Common Securities. 
 (c) Capital Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration and in the
terms of the Capital Securities. To the fullest extent permitted by applicable law, any transfer or purported transfer of any Security not made in accordance with this Declaration shall be null and void and will be deemed to be of no legal effect
whatsoever and any such purported transferee shall be deemed not to be the Holder of such Capital Securities for any purpose, including, but not limited to, the receipt of Distributions on such Capital Securities, and such transferee shall be deemed
to have no interest whatsoever in such Capital Securities. 
 (d) The Registrar shall provide in the Securities Register for the registration
of Securities and of transfers of Securities, which will be effected without charge but only upon payment (with such indemnity as the Registrar may reasonably require) in respect of any tax or other governmental charges that may be imposed in
relation to it. 
 With respect to Capital Securities that are not Book-Entry Capital Securities, upon its receipt of the documents required
under this Section 8.1(d) for registration of transfer of any 

  

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Securities, the Registrar shall register in the Securities Register, in the name of the designated transferee or transferees, the Securities being
transferred and thereupon, for all purposes of this Declaration, such transfer shall be effective and such transferee or transferees shall be, and such transferor shall no longer be, the Holder of the transferred Securities. Upon the registration of
transfer of a Security pursuant to the terms of this Declaration in the name of the new Holder thereof, such Security shall constitute the same Security as the Security so transferred and shall be entitled to the same benefits under this Declaration
as the Security so transferred. The Registrar shall, and is authorized to, record and register in the Securities Register the transfer of a Security upon the Registrar’s receipt of originals or copies (which may be by facsimile or other form of
electronic transmission) of a written instrument of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Thereupon, the Registrar is authorized to confirm in
writing to the transferee and, if requested, to the transferor of such Security that such transfer has been registered in the Securities Register and that such transferee is the Holder of such Security. The Definitive Capital Securities Certificate
so transferred, duly endorsed by the transferor, shall be surrendered to the Registrar at the time the transfer conditions specified in the immediately preceding sentence are satisfied or within five (5) Business Days after the Registrar has
registered the transfer of such Security on the Securities Register, and promptly after such surrender, an Administrator on behalf of the Trust shall execute and the Institutional Trustee shall, and is authorized to, authenticate a Certificate in
the name of the transferee as the new Holder of the Security evidenced thereby. Until the Definitive Capital Securities Certificate evidencing the Security so transferred is surrendered to the Registrar, such Security may not be transferred by such
new Holder. 
 Each Definitive Capital Securities Certificate surrendered in connection with a registration of transfer shall be canceled by
the Institutional Trustee pursuant to Section 6.7. A transferee of a Security shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the registration of such transfer in the Securities Register. Each such
transferee shall be deemed to have agreed to be bound by this Declaration. 
 (e) Neither the Trust nor the Registrar shall be required
(i) to issue Certificates representing Securities or register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption and ending at the
close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of the Securities to be redeemed, or (ii) to register the transfer or exchange of any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 Section 8.2. Transfer
Procedures and Restrictions. Each Certificate evidencing outstanding Capital Securities shall bear the following restricted securities legend (“Restricted Securities Legend”): 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN 

  

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THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF THIS CAPITAL SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN THE CIRCUMSTANCES SPECIFIED IN THE DECLARATION. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 Section 8.3. Deemed Security Holders. The Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent or the Registrar may treat the Person in whose name any Security shall be registered on the Securities
Register of the Trust as the sole Holder and owner of such Security for purposes of receiving Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such
Security on the part of any other Person, whether or not the Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent or the Registrar shall have actual or other notice thereof. 
 Section 8.4. Transfer of Initial Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, and
notwithstanding the foregoing provisions of this Article VIII or any other provision of this Declaration (including all Annexes and Exhibits hereto) to the contrary, any or all of the Capital Securities initially issued to the purchaser (the
“Initial Securities”) may be transferred by the purchaser to any transferee selected by it and, upon delivery to the Registrar of originals or copies (which may be by facsimile or other form of electronic transmission) of a written
instrument of transfer in form reasonably satisfactory to the Registrar duly executed by the purchaser or the purchaser’s attorney duly authorized in writing (it being understood that no signature guarantee shall be required), then the
Registrar shall, and is authorized to, record and register on the Securities Register the transfer of such Initial Securities to such transferee; thereupon, the Registrar is authorized to confirm in writing to the transferee and, if requested, to
the transferor of such Initial Securities that such transfer has been registered in the Securities Register and that such transferee is the Holder of such Initial Securities. The Definitive Capital Securities Certificate evidencing the Initial
Securities 

  

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to be transferred, duly endorsed by the purchaser, shall be surrendered to the Registrar at the time the transfer conditions specified in the immediately
preceding sentence are satisfied or within five (5) Business Days after the Registrar has registered the transfer of such Initial Securities in the Securities Register, and promptly after such surrender, an Administrator on behalf of the Trust
shall execute and, in the case of a Capital Security Certificate, the Institutional Trustee shall, and is authorized to, authenticate a Certificate in the name of the transferee as the new Holder of the Initial Securities evidenced thereby. Until
the Definitive Capital Securities Certificate evidencing the Initial Securities so transferred is surrendered to the Registrar, such Initial Securities may not be transferred by such new Holder. No other conditions, restrictions or other provisions
of this Declaration or any other document shall apply to a transfer of Initial Securities by the purchaser. 
 ARTICLE IX 

LIMITATION OF LIABILITY OF 
 HOLDERS OF SECURITIES, TRUSTEES OR OTHERS 
 Section 9.1. Liability. (a) Except as expressly set forth in
this Declaration, the Guarantee and the terms of the Securities, the Sponsor shall not be: 
 (i) personally liable for the
return of any portion of the capital contributions (or any return thereon) of the Holders of the Securities which shall be made solely from assets of the Trust; and 
 (ii) required to pay to the Trust or to any Holder of the Securities any deficit upon dissolution of the Trust or otherwise. 

(b) The Holder of the Common Securities shall be liable for all of the debts and obligations of the Trust (other than with respect to the Securities)
to the extent not satisfied out of the Trust’s assets. 
 (c) Pursuant to § 3803(a) of the Statutory Trust Act, the Holders of the
Securities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware, except as otherwise specifically set forth
herein. 
 Section 9.2. Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration or by law, except that an Indemnified Person (other than an Administrator) shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person’s negligence, willful misconduct or bad faith with respect to such acts or omissions and except that an Administrator shall be liable for any such loss, damage or claim incurred by reason of such
Administrator’s gross negligence, willful misconduct or bad faith with respect to such acts or omissions. 
  

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 (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust
and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and, if selected by such
Indemnified Person, has been selected by such Indemnified Person with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any
other facts pertinent to the existence and amount of assets from which Distributions to Holders of Securities might properly be paid. 
 Section 9.3. Fiduciary Duty. (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration. The provisions of this Declaration, to the extent that they restrict
the duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and
liabilities of the Indemnified Person. 
 (b) Whenever in this Declaration an Indemnified Person is permitted or required to make a decision:

 (i) in its “discretion” or under a grant of similar authority, the Indemnified Person shall be entitled to
consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or 
 (ii) in its “good faith” or under another express standard, the Indemnified Person shall act under such express standard and
shall not be subject to any other or different standard imposed by this Declaration or by applicable law. 
 Section 9.4.
Indemnification. (a)
 (i) The Sponsor shall indemnify, to the fullest extent permitted by law, any Indemnified Person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason
of the fact that such Person is or was an Indemnified Person against expenses (including attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such
action, suit or proceeding if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause
to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, 

  

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create a presumption that the Indemnified Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to
the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful. 
 (ii) The Sponsor shall indemnify, to the fullest extent permitted by law, any Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or
in the right of the Trust to procure a judgment in its favor by reason of the fact that such Person is or was an Indemnified Person against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by such Person in
connection with the defense or settlement of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Trust and except that no such indemnification
shall be made in respect of any claim, issue or matter as to which such Indemnified Person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper. 
 (iii) To the extent that an Indemnified Person shall be successful on the merits or
otherwise (including dismissal of an action without prejudice or the settlement of an action without admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a),
or in defense of any claim, issue or matter therein, such Person shall be indemnified, to the fullest extent permitted by law, against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by such Person in
connection therewith. 
 (iv) Any indemnification of an Administrator under paragraphs (i) and (ii) of this
Section 9.4(a) (unless ordered by a court) shall be made by the Sponsor only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such Person has met the
applicable standard of conduct set forth in paragraphs (i) and (ii). Such determination shall be made (A) by the Administrators by a majority vote of a Quorum consisting of such Administrators who were not parties to such action, suit or
proceeding, (B) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested Administrators so directs, by independent legal counsel in a written opinion, or (C) by the Common Security Holder of the Trust.

 (v) To the fullest extent permitted by law, expenses (including attorneys’ fees and expenses) incurred by an
Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a) shall be paid by the Sponsor in 

  

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advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such
amount if it shall ultimately be determined that such Person is not entitled to be indemnified by the Sponsor as authorized in this Section 9.4(a). Notwithstanding the foregoing, no advance shall be made by the Sponsor if a determination is
reasonably and promptly made (1) in the case of a Company Indemnified Person (A) by the Administrators by a majority vote of a Quorum of disinterested Administrators, (B) if such a Quorum is not obtainable, or, even if obtainable, if
a Quorum of disinterested Administrators so directs, by independent legal counsel in a written opinion or (C) by the Common Security Holder of the Trust, that, based upon the facts known to the Administrators, counsel or the Common Security
Holder at the time such determination is made, such Indemnified Person acted in bad faith or in a manner that such Person either believed to be opposed to or did not believe to be in the best interests of the Trust, or, with respect to any criminal
proceeding, that such Indemnified Person believed or had reasonable cause to believe such conduct was unlawful, or (2) in the case of a Fiduciary Indemnified Person, by independent legal counsel in a written opinion that, based upon the facts
known to the counsel at the time such determination is made, such Indemnified Person acted in bad faith or in a manner that such Indemnified Person either believed to be opposed to or did not believe to be in the best interests of the Trust, or,
with respect to any criminal proceeding, that such Indemnified Person believed or had reasonable cause to believe such conduct was unlawful. In no event shall any advance be made (i) to a Company Indemnified Person in instances where the
Administrators, independent legal counsel or the Common Security Holder reasonably determine that such Person deliberately breached such Person’s duty to the Trust or its Common or Capital Security Holders or (ii) to a Fiduciary
Indemnified Person in instances where independent legal counsel promptly and reasonably determines in a written opinion that such Person deliberately breached such Person’s duty to the Trust or its Common or Capital Security Holders.

 (b) The Sponsor shall indemnify, to the fullest extent permitted by applicable law, each Indemnified Person from and against any and all
loss, damage, liability, tax (other than taxes based on the income of such Indemnified Person), penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person arising out of or in connection with or by reason of the
creation, administration or termination of the Trust, or any act or omission of such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on
such Indemnified Person by this Declaration, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage, liability, tax, penalty, expense or claim incurred by such Indemnified Person by reason of negligence,
willful misconduct or bad faith with respect to such acts or omissions. 
 (c) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other paragraphs of this Section shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled 

  

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under any agreement, vote of stockholders or disinterested directors of the Sponsor or Capital Security Holders of the Trust or otherwise, both as to action
in such Person’s official capacity and as to action in another capacity while holding such office. All rights to indemnification under this Section shall be deemed to be provided by a contract between the Sponsor and each Indemnified Person who
serves in such capacity at any time while this Section is in effect. Any repeal or modification of this Section shall not affect any rights or obligations then existing. 
 (d) The Sponsor or the Trust may purchase and maintain insurance on behalf of any Person who is or was an Indemnified Person against any liability asserted against such Person and incurred by such Person in any such
capacity, or arising out of such Person’s status as such, whether or not the Sponsor would have the power to indemnify such Person against such liability under the provisions of this Section. 
 (e) For purposes of this Section, references to “the Trust” shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation or merger, so that any Person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such constituent
entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving entity as such Person would have with respect to such
constituent entity if its separate existence had continued. 
 (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a Person.

 (g) The provisions of this Section shall survive the termination of this Declaration or the earlier resignation or removal of the
Institutional Trustee. The obligations of the Sponsor under this Section to compensate and indemnify the Trustees and to pay or reimburse the Trustees for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such
additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustees as such, except funds held in trust for the benefit of the Holders of particular Capital Securities,
provided, that the Sponsor is the Holder of the Common Securities. 
 Section 9.5. Outside Businesses. Any Covered Person,
the Sponsor, the Delaware Trustee and the Institutional Trustee (subject to Section 4.3(c)) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the
business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or improper. None of any Covered Person, the Sponsor, the Delaware Trustee or the Institutional Trustee shall be obligated to present any particular investment or other
opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any 

  

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Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Institutional Trustee may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. 
 Section 9.6. Compensation; Fee. (a) The Sponsor agrees: 
 (i) to pay to the Trustees from time to time such compensation for all services rendered by them hereunder as the parties shall agree in
writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and 
 (ii) except as otherwise expressly provided herein, to reimburse each of the Trustees upon request for all reasonable, documented
expenses, disbursements and advances incurred or made by such Person in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of such Person’s agents and counsel), except any
such expense, disbursement or advance attributable to such Person’s negligence, willful misconduct or bad faith. 
 (b) The provisions
of this Section shall survive the dissolution of the Trust and the termination of this Declaration and the removal or resignation of any Trustee. 
 ARTICLE X 
 ACCOUNTING 
 Section 10.1. Fiscal Year. The fiscal year (the “Fiscal Year”) of the Trust shall be the calendar year, or such other year as is required by the Code. 
 Section 10.2. Certain Accounting Matters. 
 (a) At all times during the existence of the Trust, the Administrators shall keep, or cause to be kept, at the principal office of the Trust in the United States, as defined for purposes of Treasury Regulations §
301.7701-7, full books of account, records and supporting documents, which shall reflect in reasonable detail each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally
accepted accounting principles, consistently applied. 
 (b) The Administrators shall cause to be duly prepared and delivered to each of the
Holders of Securities Form 1099 or such other annual United States federal income tax information statement required by the Code, containing such information with regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any such statement at a later date, the Administrators shall endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust. 

 

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 (c) The Administrators shall cause to be duly prepared in the United States, as defined for purposes of
Treasury Regulations § 301.7701-7, and filed an annual United States federal income tax return on a Form 1041 or such other form required by United States federal income tax law, and any other annual income tax returns required to be filed by
the Administrators on behalf of the Trust with any state or local taxing authority. 
 (d) The Sponsor shall cause the Administrators to
deliver the Sponsor’s reports on Forms FR Y-9C, FR Y-9LP and FR Y-6 to such Holder promptly following their filing with the Federal Reserve, as may be required by law. [TO BE CONFIRMED] 
 Section 10.3. Banking. The Trust shall maintain one or more bank accounts in the United States, as defined for purposes of Treasury
Regulations § 301.7701-7, in the name and for the sole benefit of the Trust; provided, however, that all payments of funds in respect of the Debentures held by the Institutional Trustee shall be made directly to the Property
Account and no other funds of the Trust shall be deposited in the Property Account. The sole signatories for such accounts (including the Property Account) shall be designated by the Institutional Trustee. 
 Section 10.4. Withholding. The Institutional Trustee or any Paying Agent and the Administrators shall comply with all withholding
requirements under United States federal, state and local law. The Institutional Trustee or any Paying Agent shall request, and each Holder shall provide to the Institutional Trustee or any Paying Agent, such forms or certificates as are necessary
to establish an exemption from withholding with respect to the Holder, and any representations and forms as shall reasonably be requested by the Institutional Trustee or any Paying Agent to assist it in determining the extent of, and in fulfilling,
its withholding obligations. The Administrators shall file required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to the Holder to
applicable jurisdictions. To the extent that the Institutional Trustee or any Paying Agent is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Holder, the amount withheld shall be
deemed to be a Distribution to the Holder in the amount of the withholding. In the event of any claimed overwithholding, Holders shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not
withheld from actual Distributions made, the Institutional Trustee or any Paying Agent may reduce subsequent Distributions by the amount of such withholding. 
 ARTICLE XI 
 AMENDMENTS AND MEETINGS 
 Section 11.1. Amendments. (a) Except as otherwise provided in this Declaration or by any applicable terms of the Securities, this
Declaration may only be amended by a written instrument approved and executed by 
  

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 (i) the Institutional Trustee, 
 (ii) if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, the Delaware Trustee,

 (iii) if the amendment affects the rights, powers, duties, obligations or immunities of the Administrators, the
Administrators, and 
 (iv) the Holders of a Majority in liquidation amount of the Common Securities. 
 (b) Notwithstanding any other provision of this Article XI, no amendment shall be made, and any such purported amendment shall be void and ineffective:

 (i) unless the Institutional Trustee shall have first received 
 (A) an Officers’ Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms
of this Declaration (including the terms of the Securities); and 
 (B) an opinion of counsel (who may be counsel to the
Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities) and that all conditions precedent to the execution and delivery of such amendment have been satisfied;
or 
 (ii) if the result of such amendment would be to 
 (A) cause the Trust to cease to be classified for purposes of United States federal income taxation as a grantor trust; 
 (B) reduce or otherwise adversely affect the powers of the Institutional Trustee in contravention of the Trust Indenture Act; 

(C) cause the Trust to be deemed to be an Investment Company required to be registered under the Investment Company Act; or 

(D) cause the Debenture Issuer to be unable to treat an amount equal to the liquidation amount of the Capital Securities as “Tier
1 Capital” or “Tier 2 Capital” (or its then equivalent if the Debenture Issuer (or its successors) were subject to such capital requirement) applied as if the Debenture Issuer (or its successor) were a bank holding company for
purposes of the capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies), or any capital adequacy guidelines as then in effect and applicable to the Debenture Issuer.

  

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 (c) Except as provided in Section 11.1(d), (e) or (g), no amendment shall be made, and any such
purported amendment shall be void and ineffective, unless the Holders of a Majority in liquidation amount of the Capital Securities shall have consented to such amendment. 
 (d) In addition to and notwithstanding any other provision in this Declaration, without the consent of each affected Holder, this Declaration may not be
amended to (i) change the amount or timing of any Distribution on the Securities or any redemption or liquidation provisions applicable to the Securities or otherwise adversely affect the amount of any Distribution required to be made in
respect of the Securities as of a specified date or (ii) restrict the right of a Holder to institute suit for the enforcement of any Distributions or other amounts on or after their due date. 
 (e) Sections 9.1(b) and 9.1(c) and this Section shall not be amended without the consent of all of the Holders of the Securities. 
 (f) The rights of the Holders of the Capital Securities and Common Securities, as applicable, under Article IV to increase or decrease the number of, and
appoint and remove, Trustees shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Capital Securities or Common Securities, as applicable. 
 (g) This Declaration may be amended by the Institutional Trustee and the Holder of the Common Securities without the consent of the Holders of the
Capital Securities to: 
 (i) cure any ambiguity; 
 (ii) correct or supplement any provision in this Declaration that may be defective or inconsistent with any other provision of this
Declaration; 
 (iii) add to the covenants, restrictions or obligations of the Sponsor; or 
 (iv) modify, eliminate or add to any provision of this Declaration to such extent as may be necessary or desirable, including, without
limitation, to ensure that the Trust will be classified for United States federal income tax purposes at all times as a grantor trust and will not be required to register as an Investment Company under the Investment Company Act (including without
limitation to conform to any change in Rule 3a-5, Rule 3a-7 or any other applicable rule under the Investment Company Act or written change in interpretation or application thereof by any legislative body, court, government agency or regulatory
authority); 
 provided, however, that no such amendment contemplated in clause (i), (ii), (iii) or (iv) shall adversely affect
the powers, preferences, rights or interests of Holders of Capital Securities. 
  

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 Section 11.2. Meetings of the Holders of the Securities; Action by Written Consent.

 (a) Meetings of the Holders of the Capital Securities or the Common Securities may be called at any time by the Administrators (or as
provided in the terms of such Securities) to consider and act on any matter on which Holders of such Securities are entitled to act under the terms of this Declaration, the terms of such Securities or the rules of any stock exchange on which the
Capital Securities are listed or admitted for trading, if any. The Administrators shall call a meeting of the Holders of such Securities if directed to do so by the Holders of not less than 10% in liquidation amount of such Securities. Such
direction shall be given by delivering to the Administrators one or more notices in a writing stating that the signing Holders of such Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the Certificates held by the Holders of the Securities exercising the right to call a meeting and only those Securities represented by such Certificates shall be counted
for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. 
 (b) Except to
the extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of Holders of the Securities: 
 (i) Notice of any such meeting shall be given to all the Holders of the Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting. Whenever a vote, consent or
approval of the Holders of the Securities is permitted or required under this Declaration or the rules of any stock exchange on which the Capital Securities are listed or admitted for trading, if any, such vote, consent or approval may be given at a
meeting of the Holders of the Securities. Any action that may be taken at a meeting of the Holders of the Securities may be taken without a meeting if a consent in writing setting forth the action so taken is signed by the Holders of the Securities
owning not less than the minimum liquidation amount of Securities that would be necessary to authorize or take such action at a meeting at which all Holders of the Securities having a right to vote thereon were present and voting. Prompt notice of
the taking of action without a meeting shall be given to the Holders of the Securities entitled to vote who have not consented in writing. The Administrators may specify that any written ballot submitted to the Holders of the Securities for the
purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Administrators. 
 (ii) Each Holder of a Security may authorize any Person to act for it by proxy on all matters in which a Holder of Securities is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No
proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Holder of the Securities executing it. Except as otherwise provided herein,
all matters relating to the giving, voting or validity of proxies 

  

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shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were
a Delaware corporation and the Holders of the Securities were stockholders of a Delaware corporation. Each meeting of the Holders of the Securities shall be conducted by the Administrators or by such other Person that the Administrators may
designate. 
 (iii) Unless the Statutory Trust Act, this Declaration, the terms of the Securities, the Trust Indenture Act or
the listing rules of any stock exchange on which the Capital Securities are then listed or admitted for trading, if any, otherwise provides, the Administrators, in their sole discretion, shall establish all other provisions relating to meetings of
Holders of Securities, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of the Securities, waiver of any such notice, action by consent without a meeting, the establishment of a
record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote; provided, however, that each meeting shall be conducted in the United States (as that term is
defined in Treasury Regulations § 301.7701-7). 
 ARTICLE XII 
 REPRESENTATIONS OF INSTITUTIONAL TRUSTEE 
 AND DELAWARE TRUSTEE 

Section 12.1. Representations and Warranties of Institutional Trustee. The Trustee that acts as initial Institutional Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor Institutional Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Institutional Trustee’s acceptance of its
appointment as Institutional Trustee, that: 
 (a) the Institutional Trustee is a banking corporation or national association with trust
powers, duly organized, validly existing and in good standing under the laws of the State of Delaware or the United States of America, respectively, with trust power and authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Declaration; 
 (b) the Institutional Trustee has a combined capital and surplus of at least fifty million U.S.
dollars ($50,000,000); 
 (c) the Institutional Trustee is not an Affiliate of the Sponsor, nor does the Institutional Trustee offer or
provide credit or credit enhancement to the Trust; 
 (d) the execution, delivery and performance by the Institutional Trustee of this
Declaration has been duly authorized by all necessary action on the part of the Institutional Trustee, and this Declaration has been duly executed and delivered by the Institutional Trustee, and under Delaware law (excluding any securities laws)
constitutes a legal, valid and binding obligation of the Institutional Trustee, enforceable against it in accordance with its terms, 

  

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subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors’ rights generally and to general
principles of equity and the discretion of the court (regardless of whether considered in a proceeding in equity or at law); 
 (e) the
execution, delivery and performance of this Declaration by the Institutional Trustee does not conflict with or constitute a breach of the charter or by-laws of the Institutional Trustee; and 
 (f) no consent, approval or authorization of, or registration with or notice to, any state or federal banking authority governing the trust powers of the
Institutional Trustee is required for the execution, delivery or performance by the Institutional Trustee of this Declaration. 
 Section 12.2. Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee that: 
 (a) if it is not a natural person, the Delaware Trustee is duly organized, validly existing and in good standing under the laws of the State of Delaware;

 (b) if it is not a natural person, the execution, delivery and performance by the Delaware Trustee of this Declaration has been duly
authorized by all necessary corporate action on the part of the Delaware Trustee, and this Declaration has been duly executed and delivered by the Delaware Trustee, and under Delaware law (excluding any securities laws) constitutes a legal, valid
and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors’ rights generally and to
general principles of equity and the discretion of the court (regardless of whether considered in a proceeding in equity or at law); 
 (c)
if it is not a natural person, the execution, delivery and performance of this Declaration by the Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; 
 (d) it has trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration;

 (e) no consent, approval or authorization of, or registration with or notice to, any state or federal banking authority governing the
trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this Declaration; and 
 (f) the Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, it is an entity which has its principal place of business in the State of Delaware and, in either case, a Person that
satisfies for the Trust the requirements of § 3807 of the Statutory Trust Act. 
  

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 ARTICLE XIII 
 MISCELLANEOUS 
 Section 13.1. Notices. All notices provided for in this Declaration shall
be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied (which telecopy shall be followed by notice delivered or mailed by first class mail) or mailed by first class mail, as follows: 
 (a) if given to the Trust, in care of the Administrators at the Trust’s mailing address set
forth below (or such other address as the Trust may give notice of to the Holders of the Securities): AmericanWest Capital Trust IV, c/o AmericanWest Bancorporation, 41 West Riverside Avenue, Suite 400, Spokane, WA 99201, Attention: President,
Telecopy: (509) 467-9681, Telephone: (509) 465-6993, with a copy to Foster Pepper PLLC, 601 SW 2nd Avenue, Suite 1800, Portland, Oregon
97204, Attention: Andrew Ognall, Esq. 
 (b) if given to the Delaware Trustee, at the mailing address set forth below (or such other address
as the Delaware Trustee may give notice of to the Holders of the Securities): Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001, Attention: Corporate Capital Markets, Telecopy: 302-636-4140,
Telephone: 302-651-1000; 
 (c) if given to the Institutional Trustee, at the Institutional Trustee’s mailing address set forth below
(or such other address as the Institutional Trustee may give notice of to the Holders of the Securities): Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001, Attention: Corporate Capital Markets,
Telecopy: 302-636-4140, Telephone: 302-651-1000; 
 (d) if given to the Holder of the
Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the Common Securities may give notice of to the Trust): AmericanWest Capital Trust IV, c/o AmericanWest Bancorporation, 41 West
Riverside Avenue, Suite 400, Spokane, WA 99201, Attention: President, Telecopy: (509) 467-9681, Telephone: (509) 465-6993, with a copy to Foster Pepper PLLC, 601 SW 2nd Avenue, Suite 1800, Portland, Oregon 97204, Attention: Andrew Ognall, Esq. 
 (e) if given to any other
Holder, at the address set forth on the books and records of the Trust. 
 All such notices shall be deemed to have been given when received in person,
telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other
document shall be deemed to have been delivered on the date of such refusal or inability to deliver. 
 Section 13.2. Governing
Law. This Declaration and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the law of the State of Delaware and all rights, obligations and remedies shall be governed by such laws


  

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without regard to the principles of conflict of laws of the State of Delaware or any other jurisdiction that would call for the application of the law of any
jurisdiction other than the State of Delaware. 
 Section 13.3. Submission to Jurisdiction. 
 (a) Each of the parties hereto agrees that any suit, action or proceeding arising out of or based upon this Declaration, or the transactions contemplated
hereby, may be instituted in any of the courts of the State of New York and the United States District Courts, in each case located in the Borough of Manhattan, City and State of New York, and further agrees to submit to the jurisdiction of any
competent court in the place of its corporate domicile in respect of actions brought against it as a defendant. In addition, each such party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have
to the laying of the venue of such suit, action or proceeding brought in any such court and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and irrevocably
waives any right to which it may be entitled on account of its place of corporate domicile. Each such party hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Declaration or the
transactions contemplated hereby. Each such party agrees that final judgment in any proceedings brought in such a court shall be conclusive and binding upon it and may be enforced in any court to the jurisdiction of which it is subject by a suit
upon such judgment. 
 (b) Each of the Sponsor, the Trustees, the Administrators and the Holder of the Common Securities irrevocably consents
to the service of process on it in any such suit, action or proceeding by the mailing thereof by registered or certified mail, postage prepaid, to it at its address given in or pursuant to Section 13.1 hereof. 
 (c) To the extent permitted by law, nothing herein contained shall preclude any party from effecting service of process in any lawful manner or from
bringing any suit, action or proceeding in respect of this Declaration in any other state, country or place. 
 Section 13.4.
Intention of the Parties. It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust. The provisions of this Declaration shall be interpreted to further this
intention of the parties. 
 Section 13.5. Headings. Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any provision hereof. 
 Section 13.6. Successors and
Assigns. Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the
Trustees shall bind and inure to the benefit of their respective successors and assigns, whether or not so expressed. 
  

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 Section 13.7. Partial Enforceability. If any provision of this Declaration, or the
application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be
affected thereby. 
 Section 13.8. Counterparts. This Declaration may contain more than one counterpart of the signature page and
this Declaration may be executed by the affixing of the signature of each of the Trustees and Administrators to any of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature page. 
  

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 IN WITNESS WHEREOF, the undersigned have caused this Declaration to be duly executed as of the day
and year first above written. 
  

			
	WILMINGTON TRUST COMPANY,
	as Delaware Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	WILMINGTON TRUST COMPANY,
	as Institutional Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	AMERICANWEST BANCORPORATION
	as Sponsor
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	  

	[NAME]
	as Administrator
	
	  

	[NAME]
	as Administrator
	
	  

	[NAME]
	as Administrator


  

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 ANNEX I 
 TERMS OF 
 CAPITAL SECURITIES AND COMMON SECURITIES 
 Pursuant to Section 6.1 of the Amended and Restated Declaration of Trust, dated as of [DATE
                        ], 2008 (as amended from time to time, the “Declaration”), the designation, rights,
privileges, restrictions, preferences and other terms and provisions of the Capital Securities and the Common Securities (collectively, the “Securities”) are set out below (each capitalized term used but not defined herein has the meaning
set forth in the Declaration): 
 1. Designation and Number. 
 (a) Capital Securities. [                        ] Capital Securities of
AmericanWest Capital Trust IV (the “Trust”), with an aggregate liquidation amount with respect to the assets of the Trust of [                ]
Dollars ($[                ]) and a liquidation amount with respect to the assets of the Trust of $10.00 per Capital Security, (the “Capital
Securities”). The Capital Security Certificates evidencing the Capital Securities shall be substantially in the form of Exhibit A-1 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Capital Securities are listed, if any. 
 (b) Common Securities.                  Common Securities of the Trust (the “Common Securities”) will be evidenced by Common Security
Certificates substantially in the form of Exhibit A-2 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice. In the absence of an Event of Default, the Common
Securities will have an aggregate liquidation amount with respect to the assets of the Trust of [                ] Dollars
($[                ]) and a liquidation amount with respect to the assets of the Trust of $10.00 per Common Security. 
 2. Distributions. (a) Distributions payable on each Security will be payable at a fixed rate of interest per annum equal to
[                ] (“Coupon Rate”). 
 Distributions in arrears for more than one Distribution Period will bear interest thereon, compounded quarterly, at the applicable Coupon Rate for each Distribution Period thereafter (to the extent permitted by applicable law). The term
“Distributions”, as used herein, includes cash Distributions, any such compounded Distributions and any Additional Amounts payable on the Debentures unless otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds legally available in the Property Account therefor. The amount of Distributions payable for any Distribution Period will be
computed on the basis of a 360-day year consisting of twelve 30-day months. 
 The term “Distribution Period”, as used herein,
means (i) in the case of the first Distribution Period, the period from, and including, the date of original issuance of the Securities to, but excluding, the initial Distribution Payment Date and (ii) thereafter, from, and including, the
first day following the end of the preceding Distribution Period to, but excluding, the applicable Distribution Payment Date or, in the case of the last Distribution Period, the related date of redemption. 
  

 A-I-1 








 (b) Distributions on the Securities will be cumulative, will accrue from the date of original issuance,
and will be payable, subject to extension of Distribution Periods as described herein, quarterly in arrears on [                 15],
[                 15], [                 15]
and [                 15] of each year, commencing on
[                 15], 2008 (each, a “Distribution Payment Date”), and on any earlier date of redemption, as applicable. The Debenture
Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest payment period for up to 20 consecutive quarterly periods (each such extended interest payment period, together with all previous and
future consecutive extensions thereof, is referred to herein as an “Extension Period”) at any time and from time to time on the Debentures, subject to the conditions described below and in the Indenture. No Extension Period may end on a
date other than a Distribution Payment Date or extend beyond the Maturity Date, any Optional Redemption Date or the Special Redemption Date, as the case may be (each such term as defined herein). During any Extension Period, interest will continue
to accrue on the Debentures, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as “Deferred Interest”) will accrue, at an annual rate equal to the Coupon Rate applicable during such
Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by applicable law. At the end of any Extension Period, the Debenture Issuer shall pay
all Deferred Interest then accrued and unpaid on the Debentures; provided, however, that during any Extension Period, the Debenture Issuer may not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of the Debenture Issuer’s capital stock, (ii) make any payment of principal or premium or interest on or repay, repurchase or redeem any debt securities of the Debenture Issuer that rank
in all respects pari passu with or junior in interest to the Debentures or (iii) make any payment under any guarantees of the Debenture Issuer that rank in all respects pari passu with or junior in interest to the Guarantee (other
than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Debenture Issuer (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more
employees, officers, directors or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Debenture Issuer (or securities convertible
into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of any exchange or conversion of any class or series of the Debenture
Issuer’s capital stock (or any capital stock of a subsidiary of the Debenture Issuer) for any class or series of the Debenture Issuer’s capital stock or of any class or series of the Debenture Issuer’s indebtedness for any class or
series of the Debenture Issuer’s capital stock, (c) the purchase of fractional interests in shares of the Debenture Issuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (d) any declaration of a dividend in connection with any stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholder’s rights plan, or the redemption or repurchase of
rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior in interest to such stock). Prior to the termination of any Extension Period, the Debenture Issuer 

  

 A-I-2 








 
may further extend such Extension Period, provided, that no Extension Period (including all previous and further consecutive extensions that are part
of such Extension Period) shall exceed 20 consecutive quarterly periods. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Debenture Issuer may commence a new Extension Period, subject to the
requirements herein and in the Indenture. No interest or Deferred Interest (except any Additional Amounts that may be due and payable) shall be due and payable during an Extension Period, except at the end thereof, but Deferred Interest shall accrue
upon each installment of interest that would otherwise have been due and payable during such Extension Period until such installment is paid. 
 As a consequence of any Extension Period, Distributions will be deferred. Notwithstanding any such deferral, Distributions will continue to accrue on the Securities, and Distributions on such accrued Distributions will accrue, at the Coupon
Rate applicable during such Extension Period, compounded quarterly, to the extent permitted by applicable law. If Distributions are deferred, the Distributions due shall be paid on the date that such Extension Period terminates to Holders of the
Securities as they appear on the books and records of the Trust on the regular record date immediately preceding the Distribution Payment Date on which such Extension Period terminates to the extent that the Trust has funds legally available for the
payment of such Distributions in the Property Account of the Trust. 
 The Trust’s funds available for Distributions to the Holders of
the Securities will be limited to payments received from the Debenture Issuer. The payment of Distributions out of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee. 
 (c) Distributions on the Securities on any Distribution Payment Date will be payable to the Holders thereof as they appear on the books and records of
the Registrar on the relevant regular record dates. The relevant “regular record dates” shall be 15 days before the relevant Distribution Payment Dates. Distributions payable on any Securities that are not punctually paid on any
Distribution Payment Date, as a result of the Debenture Issuer having failed to make a payment under the Debentures, as the case may be, when due (taking into account any Extension Period), will cease to be payable to the Person in whose name such
Securities are registered on the original relevant regular record date, and such defaulted Distributions will instead be payable to the Person in whose name such Securities are registered on the regular record date preceding the Distribution Payment
Date on which the related Extension Period terminates or, in the absence of an Extension Period, a special record date therefor selected by the Administrators. 
 (d) In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed Pro Rata (as defined herein) among the Holders of the
Securities. 
 (e) If any Distribution Payment Date, other than any date of redemption falls on a day that is not a Business Day, then
Distributions payable will be paid on, and such Distribution Payment Date will be moved to, the next succeeding Business Day, and additional Distributions will accrue for each day that such payment is delayed as a result thereof. 
  

 A-I-3 








 3. Liquidation Distribution Upon Dissolution. In the event of the voluntary or involuntary
liquidation, dissolution, winding-up or termination of the Trust (each, a “Liquidation”), the Holders of the Securities will be entitled to receive out of the assets of the Trust legally available for distribution to Holders of the
Securities, after satisfaction of liabilities to creditors of the Trust (to the extent not satisfied by the Debenture Issuer), an amount in cash equal to the aggregate of the liquidation amount of $10.00 per Security plus unpaid Distributions
accrued thereon to the date of payment (collectively, the “Liquidation Distribution”), unless: (i) the Debentures have been redeemed in full in accordance with the terms thereof and of the Indenture; or (ii) the Debentures in an
aggregate principal amount equal to the aggregate liquidation amount of such Securities and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on such Securities, after paying or making reasonable
provision to pay all claims and obligations of the Trust in accordance with § 3808(e) of the Statutory Trust Act, shall be distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities. 
 The Sponsor, as the Holder of all of the Common Securities, has the right at any time, upon receipt by the Debenture Issuer and the Institutional Trustee
for the benefit of the Trust of (i) an opinion of nationally recognized tax counsel that Holders will not recognize any gain or loss for United States Federal income tax purposes as a result of the distribution of Debentures, to dissolve the
Trust (including, without limitation, upon the occurrence of a Tax Event, an Investment Company Event or a Capital Treatment Event, each as defined herein) and (ii) prior approval from the Federal Reserve (if then required under applicable
capital guidelines or policies of the Federal Reserve) and, after satisfaction of liabilities to creditors of the Trust, cause the Debentures to be distributed to the Holders of the Securities on a Pro Rata basis in accordance with the aggregate
liquidation amount thereof. 
 The Trust shall dissolve on the first to occur of (i) [DATE
                ], 2043, the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture Issuer,
(iii) (other than in connection with a merger, consolidation or similar transaction not prohibited by the Indenture, this Declaration or the Guarantee, as the case may be) the filing of a certificate of dissolution or its equivalent with
respect to the Sponsor or upon the revocation of the charter of the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof, (iv) the distribution of all of the Debentures to the Holders of the
Securities, upon exercise of the right of the Holders of all of the outstanding Common Securities to dissolve the Trust as described above, (v) the entry of a decree of a judicial dissolution of any Holder of the Common Securities, the Sponsor,
the Trust or the Debenture Issuer, (vi) when all of the Securities are then subject to redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities or
(vii) before the issuance of any Securities, with the consent of all of the Trustees and the Sponsor. As soon as practicable after the dissolution of the Trust and upon completion of the winding up of the Trust, the Trust shall terminate upon
the filing of a certificate of cancellation with the Secretary of State of the State of Delaware. 
 Notwithstanding the foregoing, if a
Liquidation of the Trust occurs as described in clause (i), (ii), (iii) or (v) in the immediately preceding paragraph, the Trust shall be liquidated by the Institutional Trustee of the Trust as expeditiously as such Trustee determines to
be practical by distributing, after satisfaction of liabilities to creditors of the Trust (to the extent not 

  

 A-I-4 








 
satisfied by the Debenture Issuer) as provided by applicable law, to the Holders of the Securities, the Debentures on a Pro Rata basis, unless such
distribution is determined by the Institutional Trustee not to be practical, in which event such Holders will be entitled to receive on a Pro Rata basis, out of the assets of the Trust legally available for distribution to the Holders of the
Securities, after satisfaction of liabilities to creditors of the Trust (to the extent not satisfied by the Debenture Issuer), an amount in cash equal to the Liquidation Distribution. A Liquidation of the Trust pursuant to clause (iv) of the
immediately preceding paragraph shall occur if the Institutional Trustee determines that such Liquidation is practical by distributing, after satisfaction of liabilities to creditors of the Trust (to the extent not satisfied by the Debenture
Issuer), to the Holders of the Securities on a Pro Rata basis, the Debentures, and such distribution occurs. 
 If, upon any Liquidation of
the Trust, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on the Securities shall be
paid to the Holders of the Securities on a Pro Rata basis, except that if an Event of Default has occurred and is continuing, then the Capital Securities shall have a preference over the Common Securities with regard to such amounts. 
 Upon any Liquidation of the Trust involving a distribution of the Debentures, if at the time of such Liquidation, the Capital Securities were rated by at
least one nationally-recognized statistical rating organization, the Debenture Issuer will use its reasonable best efforts to obtain from at least one such or other rating organization a rating for the Debentures. 
 After the date for any distribution of the Debentures upon any Liquidation of the Trust, (i) the Securities of the Trust will be deemed to be no
longer outstanding, (ii) the DTC or its nominee will receive in respect of each Global Certificate representing the Capital Securities a registered Global Certificate representing the Debentures; (iii) any certificates representing the
Capital Securities not held by the DTC will be deemed to represent undivided beneficial interests in such of the Debentures as have an aggregate principal amount equal to the aggregate liquidation amount of such Capital Securities and bearing
accrued and unpaid interest equal to accrued and unpaid Distributions on such Capital Securities until such certificates are presented to the Debenture Issuer or its agent for transfer or reissuance (and until such certificates are so surrendered,
no payments shall be made to Holders of Securities in respect of any payments due and payable under the Debentures) and (iv) all rights of Holders of Securities shall cease, except the right of such Holders to receive Debentures upon surrender
of certificates representing such Securities. 
 4. Redemption and Distribution. 
 (a) The Debentures will mature on [DATE                 ],
2038 (the “Maturity Date”) at an amount in cash equal to 100% of the principal amount thereof plus unpaid interest accrued thereon to such date (the “Maturity Redemption Price”). The Debentures may be redeemed by the Debenture
Issuer, at its option, in whole or in part, on any Distribution Payment Date on or after [DATE                 ] , 2013 (each, an “Optional Redemption
Date”), at the Optional Redemption Price, upon not less than 30 nor more than 60 days’ prior written notice to holders of such Debentures. In addition, upon the occurrence and continuation 

  

 A-I-5 








 
of a Tax Event, an Investment Company Event or a Capital Treatment Event, the Debentures may be redeemed by the Debenture Issuer, at its option, in whole but
not in part, at any time within 90 days following the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be (the “Special Redemption Date”), at the Special Redemption Price, upon not less
than 30 nor more than 60 days’ prior written notice to holders of the Debentures so long as such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be, is continuing. In each case, the right of the Debenture Issuer
to redeem the Debentures prior to maturity is subject to the Debenture Issuer and the Trust having received prior approval from the Federal Reserve, if then required under applicable capital guidelines or policies of the Federal Reserve. 

“Tax Event” means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that,
as a result of any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official
administrative pronouncement (including any private letter ruling, technical advice memorandum, regulatory procedure, notice or announcement) (an “Administrative Action”) or judicial decision interpreting or applying such laws or
regulations, regardless of whether such Administrative Action or judicial decision is issued to or in connection with a proceeding involving the Debenture Issuer or the Trust and whether or not subject to review or appeal, which amendment,
clarification, change, Administrative Action or decision is enacted, promulgated or announced, in each case on or after the date of original issuance of the Debentures, there is more than an insubstantial risk that: (i) the Trust is, or will be
within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on the Debentures; (ii) if the Debenture Issuer is organized and existing under the laws of the United States or
any state thereof or the District of Columbia, interest payable by the Debenture Issuer on the Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by the Debenture Issuer, in whole or in part, for United States
federal income tax purposes; or (iii) the Trust is, or will be within 90 days of the date of such opinion, subject to or otherwise required to pay, or required to withhold from Distributions, more than a de minimis amount of other taxes
(including withholding taxes), duties, assessments or other governmental charges. 
 “Investment Company Event” means the receipt
by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of a change in law or regulation or written change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or, within 90 days of the date of such opinion will be, considered an Investment Company that is required to be registered under the
Investment Company Act, which change becomes effective on or after the date of the original issuance of the Debentures. 
 “Capital
Treatment Event” means, if the Debenture Issuer is organized and existing under the laws of the United States or any state thereof or the District of Columbia, the receipt by the Debenture Issuer and the Trust of an opinion of counsel
experienced in such matters to the effect that, as a result of (a) any amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision thereof or therein, or any rules, 

  

 A-I-6 








 
guidelines or policies of an applicable regulatory authority for the Debenture Issuer or (b) any official or administrative pronouncement or action or
decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of original issuance of the Debentures, there is more than an
insubstantial risk that the Debenture Issuer will not, within 90 days of the date of such opinion, be entitled to treat Capital Securities as “Tier 1 Capital” or “Tier 2 Capital” (or its then equivalent) if the Debenture Issuer
(or its successors) were subject to such capital requirement, applied as if the Debenture Issuer (or its successor) were a bank holding company for purposes of the capital adequacy guidelines of the Federal Reserve (or any successor regulatory
authority with jurisdiction over bank holding companies), or any capital adequacy guidelines as then in effect and applicable to the Debenture Issuer; provided, however, that the inability of the Debenture Issuer to treat all or any portion of the
aggregate Liquidation Amount of the Capital Securities as “Tier 1 Capital” or “Tier 2 Capital” shall not constitute the basis for a Capital Treatment Event if such inability results from the Debenture Issuer having preferred
stock, minority interests in consolidated subsidiaries and any other class of security or interest which the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies) may now or hereafter accord “Tier
1 Capital” or “Tier 2 Capital” treatment that, in the aggregate, exceed the amount which may now or hereafter qualify for treatment as “Tier 1 Capital” or “Tier 2 Capital” under applicable capital adequacy
guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies), applied as if the Debenture Issuer (or its successor) were a bank holding company for purposes of the capital adequacy
guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies); provided, further, that the distribution of the Debentures in connection with the Liquidation of the Trust by the Debenture
Issuer shall not in and of itself constitute a Capital Treatment Event unless such Liquidation shall have occurred in connection with a Tax Event or an Investment Company Event. For the avoidance of doubt, inability of the Debenture Issuer to treat
all or any portion of the aggregate Liquidation Amount of the Capital Securities as “Tier 1 Capital” or “Tier 2 Capital” as a result of the changes effected by the final rule adopted by the Federal Reserve on March 1, 2005
shall not constitute the basis for a Capital Treatment Event. 
 “Optional Redemption Price” means an amount in cash equal to 100%
of the principal amount of the Debentures being redeemed plus unpaid interest accrued on such Debentures to the related Optional Redemption Date. 
 “Special Event” means any of a Tax Event, an Investment Company Event or a Capital Treatment Event. 
 “Special
Redemption Price” means, with respect to the redemption of the Debentures following a Special Event, an amount in cash equal to [            ]% of the principal amount of
Debentures to be redeemed prior to [DATE                 ], 2009 and thereafter equal to the percentage of the principal amount of the Debentures
that is specified below for the Special Redemption Date plus, in each case, unpaid interest accrued thereon to the Special Redemption Date: 
  

				
	 Special Redemption During the 12-Month
 Period Beginning [             15],
	  	Percentage of Principal Amount	 
		
	 2009
	  	[        	]%
		
	 2010
	  	[        	]%
		
	 2011
	  	[        	]%
		
	 2012
	  	[        	]%
		
	 2013 and thereafter
	  	[        	]%

  

 A-I-7 








 (b) Upon any repayment of the Debentures at maturity or in whole or in part upon redemption (other than
following the distribution of the Debentures to the Holders of the Securities), the proceeds from such repayment shall concurrently be applied to redeem Pro Rata, at a redemption price corresponding to the applicable Maturity Redemption Price,
Optional Redemption Price or Special Redemption Price for the Debentures, as the case may be, Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid; provided, however,
that Holders of such Securities shall be given not less than 30 nor more than 60 days’ prior written notice of such redemption (other than a redemption resulting from the maturity of the Debentures on the Maturity Date). 
 (c) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata and
the Capital Securities to be redeemed will be as described in Section 4(e)(ii) below. 
 (d) The Trust may not redeem fewer than all the
outstanding Capital Securities unless all accrued and unpaid Distributions have been paid on all Capital Securities for all Distribution Periods terminating on or before the related date of redemption. 
 (e) Redemption or Distribution Procedures. 
 (i) Written notice of any redemption of, or written notice of distribution of the Debentures in exchange for, the Securities (a “Redemption/Distribution Notice”) will be given by the Trust by mail to each
Holder of Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date of redemption or exchange thereof which, in the case of a redemption, will be the date of redemption of the Debentures. For purposes of the
calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(e)(i), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class
mail, postage prepaid, to Holders of such Securities. Each Redemption/Distribution Notice shall be addressed to the Holders of such Securities at the address of each such Holder appearing on the books and records of the Registrar. No defect in the
Redemption/Distribution Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder. 
  

 A-I-8 








 (ii) In the event that fewer than all the outstanding Capital Securities are to be
redeemed, the Capital Securities to be redeemed shall be redeemed Pro Rata from each Holder. 
 (iii) If the Securities are to
be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures are redeemed or repaid as set out in this Section (which notice will be irrevocable), then, provided, that the Institutional
Trustee has a sufficient amount of cash in connection with the related redemption or maturity of the Debentures, the Institutional Trustee will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Depositary for such
Book-Entry Capital Securities, the price payable upon redemption of the Securities, and will give such Depositary irrevocable instructions and authority to pay the price payable upon redemption of such Book-Entry Capital Securities to Beneficial
Owners of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Institutional Trustee will pay the price payable upon redemption of such Securities to the Holders of such Securities by check
mailed to the address of each such Holder appearing on the books and records of the Trust on the related date of redemption. If a Redemption/Distribution Notice shall have been given and funds deposited as required, then immediately prior to the
close of business on the date of such deposit, Distributions will cease to accrue on the Securities so subject to redemption and all rights of Holders of such Securities so subject to redemption will cease, except the right of the Holders of such
Securities to receive the applicable price specified in Section 4(a), but without interest on such price. If any date of redemption of the Securities falls on a day that is not a Business Day, then payment of all amounts payable on such date
will be made on the next succeeding Business Day, and no additional Distributions will accrue in respect of such payment on such next succeeding Business Day. If any amount payable upon redemption of the Securities is improperly withheld or refused
and not paid either by the Trust, the Debenture Issuer or the Sponsor as guarantor pursuant to the Guarantee, Distributions on such Securities will continue to accrue at the Coupon Rate applicable from the date of redemption to the actual date of
payment, in which case the actual payment date will be considered the date of redemption for purposes of calculating the price payable upon redemption of the Securities. In the event of any redemption of the Capital Securities issued by the Trust in
part, the Trust shall not be required to (i) issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before any selection for redemption of the Capital Securities and ending at the
close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of the Capital Securities to be so redeemed or (ii) register the transfer of or exchange any Capital Securities so
selected for redemption, in whole or in part, except for the unredeemed portion of any Capital Securities being redeemed in part. 
 (iv) Redemption/Distribution Notices shall be sent by the Administrators on behalf of the Trust (A) in respect of the Capital Securities, to the Holders thereof, and (B) in respect of the Common Securities, to the Holder thereof.

 (v) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), and
provided, that the acquiror is not the 

  

 A-I-9 








 
Holder of the Common Securities or the obligor under the Indenture, the Sponsor or any of its subsidiaries may at any time and from time to time purchase
outstanding Capital Securities by tender, in the open market or by private agreement. 
 5. Voting Rights - Capital Securities.
(a) Except as provided under Sections 5(b) and 7 and as otherwise required by law and the Declaration, the Holders of the Capital Securities will have no voting rights. The Administrators are required to call a meeting of the Holders of the
Capital Securities if directed to do so by Holders of not less than 10% in liquidation amount of the Capital Securities. 
 (b) Subject to
the requirements of obtaining a tax opinion by the Institutional Trustee in certain circumstances set forth in the last sentence of this paragraph, the Holders of a Majority in liquidation amount of the Capital Securities, voting separately as a
class, have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under the Declaration,
including (i) directing the time, method, place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee with respect to the Debentures,
(ii) waiving any past default and its consequences that are waivable under the Indenture, (iii) exercising any right to rescind or annul an acceleration of the principal of all the Debentures or (iv) consenting on behalf of all the
Holders of the Capital Securities to any amendment, modification or termination of the Indenture or the Debentures where such consent shall be required; provided, however, that, where a consent or action under the Indenture would
require the consent or act of the holders of greater than a simple majority in principal amount of Debentures (a “Super Majority”) affected thereby, the Institutional Trustee may only give such consent or take such action at the written
direction of the Holders of not less than the proportion in liquidation amount of the Capital Securities outstanding which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. If the Institutional
Trustee fails to enforce its rights under the Debentures after the Holders of a Majority or Super Majority, as the case may be, in liquidation amount of such Capital Securities have so directed the Institutional Trustee, to the fullest extent
permitted by law, a Holder of the Capital Securities may institute a legal proceeding directly against the Debenture Issuer to enforce the Institutional Trustee’s rights under the Debentures without first instituting any legal proceeding
against the Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to pay interest or premium,
if any, on or principal of the Debentures on the date such interest, premium, if any, or principal is payable (or in the case of redemption, the date of redemption), then a Holder of the Capital Securities may directly institute a proceeding for
enforcement of payment, on or after the respective due dates specified in the Debentures, to such Holder directly of the principal of or premium, if any, or interest on the Debentures having an aggregate principal amount equal to the aggregate
liquidation amount of the Capital Securities of such Holder. The Institutional Trustee shall notify all Holders of the Capital Securities of any default actually known to the Institutional Trustee with respect to the Debentures unless (x) such
default has been cured prior to the giving of such notice or (y) the Institutional Trustee determines in good faith that the withholding of such notice is in the interest of the Holders of such Capital Securities, except where the default
relates to the payment of principal of or interest on any of the Debentures. Such notice shall state that such Indenture Event of Default also constitutes an 

  

 A-I-10 








 
Event of Default hereunder. Except with respect to directing the time, method and place of conducting a proceeding for a remedy, the Institutional Trustee
shall not take any of the actions described in clause (i), (ii), (iii) or (iv) above unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that, as a result of such action, the Trust will not be classified
as other than a grantor trust for United States federal income tax purposes. 
 A waiver of an Indenture Event of Default will constitute a
waiver of the corresponding Event of Default hereunder. Any required approval or direction of Holders of the Capital Securities may be given at a separate meeting of Holders of the Capital Securities convened for such purpose, at a meeting of all of
the Holders of the Securities in the Trust or pursuant to written consent. The Institutional Trustee will cause a notice of any meeting at which Holders of the Capital Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of the Capital Securities. Each such notice will include a statement setting forth the following information (i) the date of such meeting or the date by which such action is to
be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or
consents. No vote or consent of the Holders of the Capital Securities will be required for the Trust to redeem and cancel Capital Securities or to distribute the Debentures in accordance with the Declaration and the terms of the Securities.

 Notwithstanding that Holders of the Capital Securities are entitled to vote or consent under any of the circumstances described above, any
of the Capital Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall not entitle the Holder thereof to vote or consent and shall, for purposes of such vote or consent, be treated as if such Capital Securities were not
outstanding. 
 In no event will Holders of the Capital Securities have the right to vote to appoint, remove or replace the Administrators,
which voting rights are vested exclusively in the Sponsor as the Holder of all of the Common Securities of the Trust. Under certain circumstances as more fully described in the Declaration, Holders of Capital Securities have the right to vote to
appoint, remove or replace the Institutional Trustee and the Delaware Trustee. 
 6. Voting Rights - Common Securities.
(a) Except as provided under Sections 6(b), 6(c) and 7 and as otherwise required by law and the Declaration, the Common Securities will have no voting rights. 
 (b) The Holder of the Common Securities is entitled, in accordance with Article IV of the Declaration, to vote to appoint, remove or replace any Administrators. 
 (c) Subject to Section 6.8 of the Declaration and only after each Event of Default (if any) with respect to the Capital Securities has been cured,
waived or otherwise eliminated and subject to the requirements of the second to last sentence of this paragraph, the Holder of the Common Securities, voting separately as a class, may direct the time, method, and place of conducting any proceeding
for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under the Declaration, including (i) directing the time, method, place of conducting any proceeding for any remedy


  

 A-I-11 








 
available to the Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waiving any
past default and its consequences that are waivable under the Indenture, or (iii) exercising any right to rescind or annul an acceleration of the principal of all the Debentures. Notwithstanding this Section 6(c), the Institutional Trustee
shall not revoke any action previously authorized or approved by a vote or consent of the Holders of the Capital Securities. Other than with respect to directing the time, method and place of conducting any proceeding for any remedy available to the
Institutional Trustee or the Debenture Trustee as set forth above, the Institutional Trustee shall not take any action described in clause (i), (ii) or (iii) above, unless the Institutional Trustee has obtained an opinion of tax counsel to
the effect that for the purposes of United States federal income tax the Trust will not be classified as other than a grantor trust on account of such action. If the Institutional Trustee fails to enforce its rights under the Declaration, to the
fullest extent permitted by law, the Holder of the Common Securities may institute a legal proceeding directly against any Person to enforce the Institutional Trustee’s rights under the Declaration, without first instituting a legal proceeding
against the Institutional Trustee or any other Person. 
 Any approval or direction of the Holder of the Common Securities may be given at a
separate meeting of Holders of the Common Securities convened for such purpose, at a meeting of all of the Holders of the Securities in the Trust or pursuant to written consent. The Administrators will cause a notice of any meeting at which the
Holder of the Common Securities is entitled to vote, or of any matter upon which action by written consent of such Holder is to be taken, to be mailed to the Holder of the Common Securities. Each such notice will include a statement setting forth
(i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holder is entitled to vote or of such matter upon which written consent
is sought and (iii) instructions for the delivery of proxies or consents. 
 No vote or consent of the Holder of the Common Securities
will be required for the Trust to redeem and cancel Common Securities or to distribute the Debentures in accordance with the Declaration and the terms of the Securities. 
 7. Amendments to Declaration and Indenture. In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Trustees otherwise
propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as
described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single class, will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with
the approval of the Holders of a Majority in liquidation amount of the Securities affected thereby; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities
or only the Common Securities, then only Holders of the affected Securities will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of a Majority in
liquidation amount of such Securities. 
  

 A-I-12 








 (a) In the event the consent of the Institutional Trustee, as the holder of the Debentures, is required
under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment,
modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where
a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the written direction of the Holders of not less than the proportion in liquidation amount of the Securities which the relevant
Super Majority represents of the aggregate principal amount of the Debentures outstanding. 
 (b) Notwithstanding the foregoing, no amendment
or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise
adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. 
 (c) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of Distributions and payments
upon redemption, Liquidation or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such
Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity. 
 8. Pro Rata. A reference in these terms of the Securities to any payment, distribution or treatment as being “Pro Rata” shall mean pro
rata to each Holder of the Securities according to the aggregate liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all Securities outstanding unless, in relation to a payment, an
Event of Default has occurred and is continuing, in which case any funds available to make such payment shall be paid first to each Holder of the Capital Securities Pro Rata according to the aggregate liquidation amount of the Capital Securities
held by the relevant Holder relative to the aggregate liquidation amount of all Capital Securities outstanding, and only after satisfaction of all amounts owed to the Holders of the Capital Securities, to each Holder of the Common Securities Pro
Rata according to the aggregate liquidation amount of the Common Securities held by the relevant Holder relative to the aggregate liquidation amount of all Common Securities outstanding. 
 9. Ranking. The Capital Securities rank pari passu with, and payment thereon shall be made Pro Rata with, the Common Securities except
that, where an Event of Default has occurred and is continuing, the rights of Holders of the Common Securities to receive payment of Distributions and payments upon Liquidation, redemption and otherwise are subordinated to the rights of the Holders
of the Capital Securities with the result that no payment of any Distribution on, or any amount payable upon the redemption of, any Common Security, and no payment to the Holder of any Common Security on account of the Liquidation of the Trust,
shall be made unless payment in full in cash of (i) all accrued and unpaid Distributions on 

  

 A-I-13 








 
all outstanding Capital Securities for all Distribution Periods terminating on or prior thereto, (ii) all amounts payable upon Capital Securities then
subject to redemption and (iii) all amounts payable upon Capital Securities in the event of the Liquidation of the Trust, in each case, shall have been made or provided for, and all funds immediately available to the Institutional Trustee shall
first be applied to the payment in full in cash of the amounts specified in clause (i), (ii) and (iii) above that are then due and payable. 
 10. Acceptance of Guarantee and Indenture. Each Holder of the Capital Securities and the Common Securities, by the acceptance of such Securities, agrees to the provisions of the Guarantee and the Indenture,
including the subordination provisions therein. 
 11. No Preemptive Rights. The Holders of the Securities shall have no, and the
issuance of the Securities is not subject to, preemptive or similar rights to subscribe for any additional securities. 
 12.
Miscellaneous. These terms constitute a part of the Declaration. The Sponsor will provide a copy of the Declaration, the Guarantee and the Indenture to a Holder without charge on written request to the Sponsor at its principal place of
business. 
  

 A-I-14 








 EXHIBIT A-1 
 FORM OF CAPITAL SECURITY CERTIFICATE 
 [FORM OF FACE OF SECURITY] 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF
THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN THE CIRCUMSTANCES SPECIFIED IN THE DECLARATION. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
  

 A-1-1 









			
	 Certificate Number [            ]
	 	Number of Capital Securities [            ]

 CUSIP NO [            ] 
 Certificate Evidencing Capital Securities 
 of

 AMERICANWEST CAPITAL TRUST IV 
 Capital Securities 
 (liquidation amount $10.00 per Capital Security) 
 AmericanWest Capital Trust IV, a statutory trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that
[            ] is the registered owner (the “Holder”) of                  capital securities
of the Trust representing undivided beneficial interests in the assets of the Trust (liquidation amount $10.00 per Capital Security) (the “Capital Securities”). Subject to the Declaration (as defined below), the Capital Securities are
transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this Certificate duly endorsed and in proper form for transfer. The Capital Securities represented hereby are issued pursuant to, and
the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of
[DATE                 ], 2008, among [NAME OF ADMINISTRATORS], as Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington
Trust Company, as Institutional Trustee, AmericanWest Bancorporation, as Sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Trust, including the designation of the terms of the Capital Securities as set
forth in Annex I to the Declaration, as the same may be amended from time to time (the “Declaration”). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the
benefits of the Guarantee and the Indenture to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place
of business. 
 The aggregate liquidation amount of the Capital Securities represented by this Global Capital Security may from time to time
be reduced to reflect transfers or redemptions of all or a portion of such Capital Securities or cancellations of all or a portion of such Capital Securities, in each case, and in any such case, by means of notations on the Global Certificate
Transfer Schedule on the last page hereof. Notwithstanding any provisions of this Global Capital Security to the contrary, transfers or redemptions of all or a portion of the Capital Securities represented hereby and cancellations of all or a
portion of the Capital Securities represented hereby, may be effected without the surrendering of this Global Capital Security, provided the appropriate notations on the Global Certificate Transfer Schedule are made by the Institutional Trustee or
the Depositary at the direction of the Institutional Trustee, to reflect the appropriate reduction or increase, as the case may be, in the aggregate liquidation amount of the Capital Securities evidenced by this Global Capital Security. 

 

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 By acceptance of this Certificate, the Holder is bound by the Declaration and is entitled to the benefits
thereunder. 
 By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures
as indebtedness and the Capital Securities as evidence of undivided beneficial ownership in the Debentures. 
 This Certificate and the
Capital Securities evidenced hereby are governed by, and shall be construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws. 
 This Certificate may contain more than one counterpart of the signature page and this Certificate may be executed and authenticated by the affixing of
the signature of an Administrator on behalf of the Trust, and the signature of the Institutional Trustee providing authentication, to any of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and
they shall have the same force and effect as though the Trust had executed, and the Institutional Trustee had authenticated, a single signature page. 
  

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 IN WITNESS WHEREOF, the Trust has duly executed this Certificate. 
  

			
	AMERICANWEST CAPITAL TRUST IV
		
	By:	 	  

	Name:	 	
	Title:	 	Administrator
		
	Dated:	 	  



 CERTIFICATE OF AUTHENTICATION 
 This Certificate represents Capital Securities referred to in the within-mentioned Declaration. 
  

			
	WILMINGTON TRUST COMPANY,
	not in its individual capacity but solely as the Institutional Trustee
		
	By:	 	  

		 	Authorized Officer
		
	Dated:	 	  



  

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 [FORM OF REVERSE OF SECURITY] 
 Distributions payable on each Capital Security will be payable at a fixed rate of interest per annum equal to
                % (the “Coupon Rate”). Distributions in arrears for more than one Distribution Period will bear interest thereon, compounded quarterly,
at the applicable Coupon Rate for each Distribution Period thereafter (to the extent permitted by applicable law). The term “Distributions”, as used herein, includes cash Distributions, any such compounded Distributions and any Additional
Amounts payable on the Debentures, unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds
legally available in the Property Account therefor. The amount of Distributions payable for any Distribution Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. 
 Except as otherwise described below, Distributions on the Capital Securities will be cumulative, will accrue from the date of original issuance and will
be payable quarterly in arrears on [                15],
[                15], [                15],
[                15] and [                15]
of each year, commencing on [                15], 2008 (each, a “Distribution Payment Date”), and on any earlier date of redemption,
subject, in each case, to the Business Day convention specified in the Declaration. The Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest payment period for up to 20
consecutive quarterly periods (each such extended interest payment period, together with all previous and future consecutive extensions thereof, is referred to herein as an “Extension Period”) at any time and from time to time on the
Debentures, subject to the conditions described below and in the Declaration and the Indenture. No Extension Period may end on a date other than a Distribution Payment Date or extend beyond the Maturity Date, any Optional Redemption Date or the
Special Redemption Date, as the case may be. During any Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as “Deferred
Interest”) will accrue, at an annual rate equal to the Coupon Rate applicable during such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent
permitted by applicable law. At the end of any Extension Period, the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures; provided, however, that prior to the termination of any Extension Period,
the Debenture Issuer may further extend such Extension Period, provided, that no Extension Period (including all previous and further consecutive extensions that are part of such Extension Period) shall exceed 20 consecutive quarterly
periods. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Debenture Issuer may commence a new Extension Period, subject to the requirements set forth herein and in the Declaration and the Indenture. No
interest or Deferred Interest (except any Additional Amounts that may be due and payable) shall be due and payable during an Extension Period, except at the end thereof, but Deferred Interest shall accrue upon each installment of interest that would
otherwise have been due and payable during such Extension Period until such installment is paid. 
 As a consequence of any Extension Period,
Distributions will be deferred. If Distributions are deferred, the Distributions due shall be paid on the date that the related Extension Period terminates to Holders of the Capital Securities as they appear on the books and 

  

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records of the Trust on the regular record date immediately preceding the Distribution Payment Date on which such Extension Period terminates to the extent
that the Trust has funds legally available for the payment of such Distributions in the Property Account of the Trust. 
 The Capital
Securities shall be redeemable, and shall be entitled to the Liquidation Distribution, as provided in the Declaration. 
  

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 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned assigns and transfers the Capital Securities evidenced by this Capital Security Certificate to: 
  

							
	  
	  		  		  	
				
	  
	  		  		  	
				
	  
	  		  		  	

 (Insert assignee’s social security or tax identification number) 
  

							
	  
	  		  		  	
				
	  
	  		  		  	
				
	  
	  		  		  	

 (Insert address and zip code of assignee), 
 and irrevocably appoints
                                        
                                     as agent to transfer the
Capital Securities evidenced by this Capital Security Certificate on the books of the Trust. The agent may substitute another to act for it, him or her. 
  

									
	 Date:
	 	  
	  		  		  	


									
					
	 Signature:
	 	  
	  		  		  	
	
	 (Sign exactly as your name appears on the other side of this Capital Security Certificate)



									
					
	 Signature Guarantee:1
	 	  
	  		  		  	

  

	 1
	 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and
loan association or credit union, meeting the requirements of the Security registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 


  

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 Schedule A 
 Global Certificate Transfer Schedule 
 Changes to Liquidation Amount of Global Capital Security

  

					
	 Date
	  	 Liquidation Amount of Capital
 Securities by which this Global
 Capital Security Is to Be
 Reduced or Increased
	  	 Remaining Liquidation
 Amount of the Global Capital
 Security
(following decrease or
 increase)


 Schedule to be maintained by Institutional Trustee or Depositary in cooperation with Institutional Trustee, as
applicable. 
  

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 EXHIBIT A-2 
 FORM OF COMMON SECURITY CERTIFICATE 
 THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. 
 EXCEPT AS SET FORTH IN SECTION 8.1(b) OF THE DECLARATION (AS DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED.

  

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	 Certificate Number [        ]
	  	Number of Common Securities [        ]

 Certificate Evidencing Common Securities 
 of 
 AMERICANWEST CAPITAL TRUST IV 
 AmericanWest Capital Trust IV, a statutory trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that
AmericanWest Bancorporation is the registered owner (the “Holder”) of                  common securities of the Trust representing undivided beneficial
interests in the assets of the Trust (liquidation amount $10.00 per Common Security)(the “Common Securities”). The Common Securities represented hereby are issued pursuant to, and the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of [DATE
                ], 2008, among [NAME OF ADMINISTRATORS], as Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, the Holder, as Sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Trust, including the designation of the terms of the Common Securities as set forth in Annex I to the
Declaration, as the same may be amended from time to time (the “Declaration”). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Sponsor will provide a copy of the Declaration and the
Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. 
 As set forth in the
Declaration, when an Event of Default has occurred and is continuing, the rights of the Holder of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of
payment of holders of the Capital Securities. 
 By acceptance of this Certificate, the Holder is bound by the Declaration and is entitled to
the benefits thereunder. 
 By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the
Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. 
 This Certificate and
the Common Securities evidenced hereby are governed by, and shall be construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws. 
  

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 IN WITNESS WHEREOF, the Trust has executed this Certificate this     
day of         , 2008. 
  

			
	AMERICANWEST CAPITAL TRUST IV
		
	By:	 	  

	Name:	 	
	Title:	 	Administrator


  

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 [FORM OF REVERSE OF SECURITY] 
 Distributions payable on each Common Security will be identical in amount to the Distributions payable on each Capital Security, which is at a fixed rate
of interest per annum equal to                 %. Distributions in arrears for more than one Distribution Period will bear interest thereon, compounded quarterly,
at the applicable Coupon Rate for each Distribution Period thereafter (to the extent permitted by applicable law). The term “Distributions”, as used herein, includes cash Distributions, any such compounded Distributions and any Additional
Amounts payable on the Debentures, unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds
legally available in the Property Account therefor. The amount of Distributions payable for any Distribution Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. 
 Except as otherwise described below, Distributions on the Common Securities will be cumulative, will accrue from the date of original issuance and will
be payable quarterly in arrears on [                15],
[                15], [                15] and
[                15] of each year, commencing on
[                15], 2008 (each, a “Distribution Payment Date”), and on any earlier date of redemption, subject, in each case, to the
Business Day convention specified in the Declaration. The Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest payment period for up to 20 consecutive quarterly periods (each
such extended interest payment period, together with all previous and future consecutive extensions thereof, is referred to herein as an “Extension Period”) at any time and from time to time on the Debentures, subject to the conditions
described below and in the Declaration and the Indenture. No Extension Period may end on a date other than a Distribution Payment Date or extend beyond the Maturity Date, any Optional Redemption Date or the Special Redemption Date, as the case may
be. During any Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as “Deferred Interest”) will accrue, at an annual
rate equal to the Coupon Rate applicable during such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by applicable law. At the end of
any Extension Period, the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures; provided, however, that prior to the termination of any Extension Period, the Debenture Issuer may further extend
such Extension Period, provided, that no Extension Period (including all previous and further consecutive extensions that are part of such Extension Period) shall exceed 20 consecutive quarterly periods. Upon the termination of any Extension
Period and upon the payment of all Deferred Interest, the Debenture Issuer may commence a new Extension Period, subject to the requirements set forth herein and in the Declaration and the Indenture. No interest or Deferred Interest (except any
Additional Amounts that may be due and payable) shall be due and payable during an Extension Period, except at the end thereof, but Deferred Interest shall accrue upon each installment of interest that would otherwise have been due and payable
during such Extension Period until such installment is paid. 
 As a consequence of any Extension Period, Distributions will be deferred. If
Distributions are deferred, the Distributions due shall be paid on the date that the related Extension Period terminates to Holders of the Securities as they appear on the books and records 

  

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of the Trust on the regular record date immediately preceding the Distribution Payment Date on which such Extension Period terminates to the extent that the
Trust has funds legally available for the payment of such Distributions in the Property Account of the Trust. 
 The Common Securities shall
be redeemable, and shall be entitled to the Liquidation Distribution, as provided in the Declaration. 
  

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 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned assigns and transfers the Common Securities evidenced by this Common Security Certificate to: 
  

			
	  
	 	
	  
	 	
	  
	 	

 (Insert assignee’s social security or tax identification number) 
  

			
	  
	 	
	  
	 	
	  
	 	

 (Insert address and zip code of assignee), 
 and irrevocably appoints                      as agent to transfer the Common Securities evidenced by this
Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. 
  

	
	Date:                    
	
	Signature:                                     
   
	
	(Sign exactly as your name appears on the other side of this Common Security Certificate)
	
	Signature Guarantee:1
                                        


  

	 1
	 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and
loan association or credit union, meeting the requirements of the Security registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 


  

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 EXHIBIT B 
 FORM OF ADMINISTRATOR’S CERTIFICATE 
 OF THE TRUST 
 Pursuant to Section 2.6(a)(i)(P) of the Amended and Restated Declaration of Trust, dated as of [DATE
                ], 2008 (as amended or supplemented from time to time, the “Trust Agreement”), of AmericanWest Capital Trust IV (the
“Trust”) among AmericanWest Bancorporation, as Sponsor, Wilmington Trust Company, as Institutional Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrators named therein, and the holders from time to time of beneficial
interests in the assets of the Trust, the undersigned (on behalf of the Trust) hereby certifies that he/she is an Administrator of the Trust and that, to his/her knowledge under the terms of the Trust Agreement, the Trust has complied (without
regard to any period of grace or requirement of notice provided under the Trust Agreement) with all conditions and covenants under the Trust Agreement for the year 20__. 
 Capitalized terms used herein, and not otherwise defined herein, have respective meanings assigned thereto in the Trust Agreement. 
 IN WITNESS WHEREOF, the undersigned has executed this Administrator’s Certificate as of                 ,
20    . 
  

			
	  
	 	
	Name:	 	
	Title:	 	


  

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