Form of Dated Subordinated Debt Securities Indenture



 Exhibit 4.2 
 ALLIED IRISH BANKS, 
 PUBLIC LIMITED COMPANY, 
 Issuer 
 TO 
 THE BANK OF NEW YORK, 
 Trustee 

 INDENTURE 
 Dated as
of June 2, 2008 
 Dated Subordinated Debt Securities 







 ALLIED IRISH BANKS, PUBLIC LIMITED COMPANY 
 CROSS-REFERENCE TABLE 
  

					
	 Trust Indenture Act Section
	  	 Dated Subordinated Debt Securities
 Indenture
Section                          

	 §310
	  	(a)(1)	  	6.10
		  	(a)(2)	  	6.10
		  	(a)(3)	  	Not Applicable
		  	(a)(4)	  	Not Applicable
		  	(a)(5)	  	6.10
		  	(b)	  	6.9, 6.11
		  	(c)	  	Not Applicable
	 §311
	  	(a)	  	6.14
		  	(b)	  	6.14
		  	(c)	  	Not Applicable
	 §312
	  	(a)	  	7.1, 7.2(a)
		  	(b)	  	7.2(b)
		  	(c)	  	7.2(c)
	 §313
	  	(a)	  	7.3(a)
		  	(b)(1)	  	7.3(a)
		  	(b)(2)	  	7.3(a)
		  	(c)	  	1.7, 7.3(a)
		  	(d)	  	7.3(b)
	 §314
	  	(a)(1)	  	7.4
		  	(a)(2)	  	7.4
		  	(a)(3)	  	7.4
		  	(a)(4)	  	7.4
		  	(b)	  	Not Applicable
		  	(c)(1)	  	1.3
		  	(c)(2)	  	1.3
		  	(c)(3)	  	Not Applicable
		  	(d)	  	Not Applicable
		  	(e)	  	1.3
	 §315
	  	(a)(1)	  	6.1, 6.4
		  	(a)(2)	  	6.4
		  	(b)	  	6.3
		  	(c)	  	5.4, 6.1
		  	(d)	  	6.1, 6.4
		  	(e)	  	5.14
	 §3.16
	  	(a)(1)(A)	  	5.2, 5.12
		  	(a)(1)(B)	  	5.13
		  	(a)(2)	  	Not Applicable
		  	(a)(last sentence)	  	1.1
		  	(b)	  	5.8
		  	(c)	  	1.5
	 §317
	  	(a)(1)	  	5.3
		  	(a)(2)	  	5.4
		  	(b)	  	10.3

  

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	 §318
	  	(a)	  	1.8

 NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Dated Subordinated Debt
Securities Indenture. 
 Section 318(c) of the Trust Indenture Act provides that the provisions of Section 310 to and including Section 317 of
the Trust Indenture Act are a part of and govern every qualified indenture, whether or not physically contained therein. 
  

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 TABLE OF CONTENTS 
  


					
	ARTICLE I
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
			
	 Section 1.1
	  	Definitions	  	1
	 Section 1.2
	  	Incorporation by Reference of Trust Indenture Act	  	8
	 Section 1.3
	  	Compliance Certificates and Opinions	  	8
	 Section 1.4
	  	Form of Documents Delivered to Trustee	  	9
	 Section 1.5
	  	Acts of Holders.	  	9
	 Section 1.6
	  	Notices, etc. to Trustee and Company	  	10
	 Section 1.7
	  	Notice to Holders; Waiver	  	11
	 Section 1.8
	  	Conflict with Trust Indenture Act	  	11
	 Section 1.9
	  	Effect of Headings and Table of Contents	  	12
	 Section 1.10
	  	Successors and Assigns	  	12
	 Section 1.11
	  	Separability Clause	  	12
	 Section 1.12
	  	Benefits of Dated Subordinated Debt Securities Indenture	  	12
	 Section 1.13
	  	Governing Law	  	12
	 Section 1.14
	  	Saturdays, Sundays and Legal Holidays	  	12
	 Section 1.15
	  	Appointment of Agent for Service	  	13
	 Section 1.16
	  	Calculation Agent	  	13
	
	ARTICLE II
	DATED SUBORDINATED DEBT SECURITY FORMS
			
	 Section 2.1
	  	Forms Generally	  	14
	 Section 2.2
	  	Form of Trustee's Certificate of Authentication	  	14
	
	ARTICLE III
	THE DATED SUBORDINATED DEBT SECURITIES
			
	 Section 3.1
	  	Amount Unlimited; Issuable in Series	  	15
	 Section 3.2
	  	Denominations	  	18
	 Section 3.3
	  	Execution, Authentication, Delivery and Dating	  	18
	 Section 3.4
	  	Temporary Dated Subordinated Debt Securities	  	20
	 Section 3.5
	  	Registration, Registration of Transfer and Exchange.	  	20
	 Section 3.6
	  	Mutilated, Destroyed, Lost and Stolen Dated Subordinated Debt Securities	  	22
	 Section 3.7
	  	Payment	  	23
	 Section 3.8
	  	Persons Deemed Owners	  	24
	 Section 3.9
	  	Cancellation	  	25
	 Section 3.10
	  	Computation of Interest	  	25
	 Section 3.11
	  	CUSIP Numbers	  	25
	
	ARTICLE IV
	SATISFACTION AND DISCHARGE
			
	 Section 4.1
	  	Satisfaction and Discharge of Dated Subordinated Debt Securities Indenture	  	26
	 Section 4.2
	  	Application of Trust Money	  	27

  

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	ARTICLE V
	REMEDIES
			
	 Section 5.1
	  	Events of Default	  	27
	 Section 5.2
	  	Acceleration of Maturity; Institution of Proceedings	  	27
	 Section 5.3
	  	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	28
	 Section 5.4
	  	Trustee May File Proofs of Claim	  	29
	 Section 5.5
	  	Trustee May Enforce Claims Without Possession of Dated Subordinated Debt Securities	  	29
	 Section 5.6
	  	Application of Money Collected	  	30
	 Section 5.7
	  	Limitation on Suits	  	30
	 Section 5.8
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest, if any	  	31
	 Section 5.9
	  	Restoration of Rights and Remedies	  	31
	 Section 5.10
	  	Rights and Remedies Cumulative	  	31
	 Section 5.11
	  	Delay or Omission Not Waiver	  	31
	 Section 5.12
	  	Control by Holders	  	32
	 Section 5.13
	  	Waiver of Past Events of Default	  	32
	 Section 5.14
	  	Undertaking for Costs	  	32
	 Section 5.15
	  	Waiver of Usury, Stay or Extension Laws	  	33
	
	ARTICLE VI
	THE TRUSTEE
			
	 Section 6.1
	  	Certain Duties and Responsibilities	  	33
	 Section 6.2
	  	Duties of the Trustee	  	33
	 Section 6.3
	  	Notice of Defaults	  	33
	 Section 6.4
	  	Certain Rights of Trustee	  	34
	 Section 6.5
	  	Not Responsible for Recitals or Issuance of Dated Subordinated Debt Securities	  	35
	 Section 6.6
	  	May Hold Dated Subordinated Debt Securities	  	35
	 Section 6.7
	  	Money Held in Trust	  	35
	 Section 6.8
	  	Compensation and Reimbursement	  	36
	 Section 6.9
	  	Disqualification; Conflicting Interests	  	36
	 Section 6.10
	  	Corporate Trustee Required; Eligibility	  	36
	 Section 6.11
	  	Resignation and Removal; Appointment of Successor.	  	37
	 Section 6.12
	  	Acceptance of Appointment by Successor.	  	38
	 Section 6.13
	  	Merger, Conversion, Consolidation or Succession to Business	  	39
	 Section 6.14
	  	Preferential Collection of Claims	  	40
	 Section 6.15
	  	Appointment of Authenticating Agent	  	40
	 Section 6.16
	  	Trustee’s Application for Instructions from the Company	  	41
	
	ARTICLE VII
	HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
			
	 Section 7.1
	  	Company to Furnish Trustee Names and Addresses of Holders	  	43
	 Section 7.2
	  	Preservation of Information; Communications to Holders.	  	43
	 Section 7.3
	  	Reports by Trustee.	  	43
	 Section 7.4
	  	Reports by Company	  	44

  

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	ARTICLE VIII
	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
			
	 Section 8.1
	  	Company May Consolidate, etc.; Only on Certain Terms	  	45
	 Section 8.2
	  	Successor Person Substituted	  	45
	 Section 8.3
	  	Assumption of Obligations	  	45
	
	ARTICLE IX
	SUPPLEMENTAL INDENTURES
			
	 Section 9.1
	  	Supplemental Indentures Without Consent of Holders	  	47
	 Section 9.2
	  	Supplemental Indentures with Consent of Holders	  	48
	 Section 9.3
	  	Execution of Supplemental Indentures	  	49
	 Section 9.4
	  	Effect of Supplemental Indentures	  	49
	 Section 9.5
	  	Conformity with Trust Indenture Act	  	49
	 Section 9.6
	  	Reference in Dated Subordinated Debt Securities to Supplemental Indentures	  	49
	
	ARTICLE X
	COVENANTS
			
	 Section 10.1
	  	Payment of Principal, Premium, and Interest	  	50
	 Section 10.2
	  	Maintenance of Office or Agency	  	50
	 Section 10.3
	  	Money for Payments to Be Held in Trust	  	51
	 Section 10.4
	  	Additional Amounts	  	52
	 Section 10.5
	  	Corporate Existence	  	53
	 Section 10.6
	  	Statement as to Compliance	  	53
	
	ARTICLE XI
	REDEMPTION OF DATED SUBORDINATED DEBT SECURITIES
			
	 Section 11.1
	  	Applicability of Article	  	53
	 Section 11.2
	  	Election to Redeem; Notice to Trustee	  	53
	 Section 11.3
	  	Selection by Trustee of Dated Subordinated Debt Securities to Be Redeemed	  	53
	 Section 11.4
	  	Notice of Redemption	  	54
	 Section 11.5
	  	Deposit of Redemption Price	  	54
	 Section 11.6
	  	Dated Subordinated Debt Securities Payable on Redemption Date	  	55
	 Section 11.7
	  	Dated Subordinated Debt Securities Redeemed in Part	  	55
	 Section 11.8
	  	Optional Redemption Due to Changes in Tax Treatment	  	55
	 Section 11.9
	  	Optional Redemption Due to Issuance of Definitive Dated Subordinated Debt Securities	  	56
	 Section 11.10
	  	Approval of Financial Regulator	  	56
	
	ARTICLE XII
	SUBORDINATION OF DATED SUBORDINATED DEBT SECURITIES
			
	 Section 12.1
	  	Dated Subordinated Debt Securities Subordinate to Claims of Senior Creditors	  	57
	 Section 12.2
	  	Provisions Solely to Define Relative Rights	  	58
	 Section 12.3
	  	Trustee to Effectuate Subordination	  	58

  

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	 Section 12.4
	  	No Waiver of Subordination Provisions	  	58
	 Section 12.5
	  	Notice to Trustee	  	58
	 Section 12.6
	  	Reliance on Judicial Order or Certificate of Liquidating Agent	  	59
	 Section 12.7
	  	Trustee Not Fiduciary for Senior Creditors	  	59
	 Section 12.8
	  	Rights of Trustee as Senior Creditor; Preservation of Trustee's Rights	  	59
	 Section 12.9
	  	Article Applicable to Paying Agents	  	59
	 Section 12.10
	  	Rights of the Company	  	60

  

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 DATED SUBORDINATED DEBT SECURITIES INDENTURE dated as of June 2, 2008, between ALLIED IRISH BANKS, public
limited company, a public limited company incorporated in Ireland (the “Company”), having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the
“Trustee”), having its Corporate Trust Office at 101 Barclay Street, New York, New York 10286. 
 RECITALS OF THE COMPANY

 The Company has duly authorized the execution and delivery of this Dated Subordinated Debt Securities Indenture to provide for the
issuance from time to time of its Dated Subordinated Debt Securities (the “Dated Subordinated Debt Securities”), to be issued in one or more series in accordance with the terms of this Dated Subordinated Debt Securities Indenture.

 All things necessary to make this Dated Subordinated Debt Securities Indenture a valid agreement of the Company, in accordance with its
terms, have been done. 
 NOW, THEREFORE, THIS DATED SUBORDINATED DEBT SECURITIES INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Dated Subordinated Debt Securities by the Holders thereof, the Company and the Trustee
have mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Dated Subordinated Debt Securities as follows: 
 ARTICLE I 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
 Section 1.1 Definitions. For all purposes of this Dated Subordinated Debt Securities Indenture, except as otherwise expressly provided or
unless the context otherwise requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article and include
the plural as well as the singular; 
 (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein; 
 (c) an accounting term not otherwise defined in this Dated Subordinated
Debt Securities Indenture shall have the meaning assigned to it in accordance with International Financial Reporting Standards or such other generally accepted accounting principles in Ireland under which the Company may in the future prepare its
financial statements; 
 (d) all references to Sections or Articles refer to Sections or Articles of this Dated Subordinated Debt Securities
Indenture unless otherwise indicated; and 
 (e) the words “herein,” “hereof” and “hereunder” and other words
of similar import refer to this Dated Subordinated Debt Securities Indenture as a whole and not to any particular Article, Section or other subdivision. 
  

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 Certain terms, used principally in Article VI, are defined when first used. 
 “Act,” when used with respect to any Holder, has the meaning specified in Section 1.5. 
 “Additional Amounts” has the meaning specified in Section 10.4. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
 “Auditors” means the auditors for the time being of the Company or if there shall be joint auditors of the Company any one or more of
such joint auditors. 
 “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to
authenticate Dated Subordinated Debt Securities of one or more series. 
 “Authorized Newspaper” means a newspaper, in an
official language of the place of publication or in the English language, customarily published on each day that is a Business Day in the place of publication, whether or not published on days that are not Business Days in the place of publication,
and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the foregoing requirements and, in each case, on any day that is a Business Day in the place of publication. 
 “Board of Directors” means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of
the Company, which board of directors or committee may, to the extent permitted by applicable law, delegate its authority. 
 “Board
Resolution” means a copy of a resolution certified by the Secretary or a Deputy or Assistant Secretary of the Company to have been duly adopted by the Board of Directors or such authorized persons or duly appointed person thereof and to be
in full force and effect on the date of such certification and delivered to the Trustee. 
 “Business Day” means, with
respect to any Place of Payment, except as may otherwise be provided in the form of Dated Subordinated Debt Securities of any particular series, any day that is not a Saturday, a Sunday or a day on which banking institutions are authorized or
required by law, regulation or executive order to be closed in Dublin, Ireland or in that Place of Payment. 
 “Calculation
Agent” means the Person, if any, authorized by the Company to calculate the interest rate or other amounts from time to time in relation to any series of Dated Subordinated Debt Securities. 
 “Commission” means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange
Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
  

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 “Company” means the Person named as the “Company” in the first paragraph of
this Dated Subordinated Debt Securities Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Dated Subordinated Debt Securities Indenture, and thereafter “Company” shall mean such
successor corporation. 
 “Company Order” and “Company Request” mean, respectively, a written order or
request signed in the name of the Company by any two of the following officers of the Company: the Chief Executive Officer, the Finance Director, the Treasurer, the Chief Accounting Officer, the Chief Financial Controller or the Secretary (or any
officer of the Company with similar title and status as may be approved by the Board of Directors from time to time), and delivered to the Trustee. 
 “Corporate Trust Office” means the office of the Trustee in which its corporate trust business is principally administered, located at 101 Barclay Street, Floor 4E, New York, New York 10286, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company). 
 The term “corporation” includes corporations,
associations, joint-stock companies and business trusts. 
 “Dated Subordinated Debt Securities” has the meaning set forth
in the recitals of the Company herein and more particularly means any series of Dated Subordinated Debt Securities issued, authenticated and delivered under this Dated Subordinated Debt Securities Indenture. 
 “Dated Subordinated Debt Securities Indenture” or “Indenture” means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular series of Dated Subordinated Debt Securities
established pursuant to Section 3.1. 
 “Dated Subordinated Debt Security” means one of the Dated Subordinated Debt
Securities. 
 “Dated Subordinated Debt Security Register” and “Dated Subordinated Debt Security Registrar”
have the respective meanings specified in Section 3.5. 
 “Depositary” means, with respect to Dated Subordinated Debt
Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Dated Subordinated Debt Securities as
contemplated by Section 3.1. 
  

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 “Dollar” or “$”or any similar reference means the coin or currency of
the United States of America as at the time of payment is legal tender for the payment of public and private debts. 
 “Event of
Default” has the meaning specified in Section 5.1. 
 “Exchange Act” means the United States Securities
Exchange Act of 1934, as amended, at the date as of which this instrument was executed; provided, however, that in the event the United States Securities Exchange Act of 1934 is amended after such date, “Exchange Act” means, to the
extent required by any such amendment, the United States Securities Exchange Act of 1934 as so amended. 
 “Financial Regulator”
means the Irish Financial Services Regulatory Authority or any successor thereto. 
 “Foreign Currency” means a currency
issued by the government of any country other than the United States of America as at the time of payment is legal tender for the payment of public and private debts. 
 “Foreign Government Securities” means with respect to Dated Subordinated Debt Securities of any series that are denominated in a Foreign Currency, non-callable (i) direct obligations of the
government that issued such Foreign Currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government,
the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such government. 
 “Global
Security” means with respect to Dated Subordinated Debt Securities issued in registered form, a global certificate evidencing all or part of a series of Dated Subordinated Debt Securities, authenticated and delivered to the Depositary and
registered in the name of the Depositary or its nominee. 
 “Holder” means a Person in whose name a registered Dated
Subordinated Debt Security in global or definitive form is registered in the Dated Subordinated Debt Security Register. 
 “Insolvency Proceeding” has the meaning specified in Section 5.4. 
 “Interest Payment Date,”
when used with respect to any Dated Subordinated Debt Security, means the Stated Maturity of any installment of interest on such Dated Subordinated Debt Security, as the same may be modified or amended from time to time. 
 “International Financial Reporting Standards” means the international financial reporting standards as issued by the International
Accounting Standards Board and as subsequently adopted by the European Union. 
 “Ireland” means the Republic of Ireland.

 “Maturity,” when used with respect to any Dated Subordinated Debt Security, means the date, if any, on which the
principal of such Dated Subordinated Debt Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by call for redemption, winding-up of the Company or otherwise. 
 “Officer’s Certificate” means a certificate delivered to the Trustee and signed by any two of the following officers of the
Company: the Chief Executive Officer, the Finance 

  

 4 








 
Director, the Treasurer, the Chief Accounting Officer, the Chief Financial Controller or the Secretary (or any officer of the Company with similar title and
status as may be approved by the Board of Directors from time to time), and delivered to the Trustee. 
 “Opinion of
Counsel” means a written opinion signed by legal advisors, who may be legal advisors for the Company or other legal advisors acceptable to the Trustee. When applicable, each such opinion shall comply with Section 314 of the Trust
Indenture Act. 
 “Original Issue Discount Security” means any Dated Subordinated Debt Security which provides for an amount
less than the principal amount to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2. 
 “Outstanding,” when used with respect to Dated Subordinated Debt Securities or any series of Dated Subordinated Debt Securities means, as of the date of determination, all Dated Subordinated Debt Securities or all Dated
Subordinated Debt Securities of such series, as the case may be, theretofore authenticated and delivered under this Dated Subordinated Debt Securities Indenture, except: 
  

	 	(i)	Dated Subordinated Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 

  

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

  

	 	(iii)	Dated Subordinated Debt Securities which have been paid pursuant to Section 11.6 or in exchange for or in lieu of which other Dated Subordinated Debt Securities have been
authenticated and delivered pursuant to this Dated Subordinated Debt Securities Indenture, other than any such Dated Subordinated Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such
Dated Subordinated Debt Securities are held by a bona fide purchaser in whose hands such Dated Subordinated Debt Securities are valid obligations of the Company; 

 provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Dated Subordinated Debt Securities
of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Dated Subordinated Debt Security denominated in a Foreign Currency shall be the Dollar equivalent,
determined in the manner provided as contemplated by Section 3.1 on the date of original issuance of such Dated Subordinated Debt Security, of the 

  

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principal amount of such Dated Subordinated Debt Security; and (ii) Dated Subordinated Debt Securities beneficially owned by the Company or any other
obligor upon the Dated Subordinated Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Dated Subordinated Debt Securities which the Trustee actually knows to be so beneficially owned shall be so disregarded; provided further, however, that Dated
Subordinated Debt Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Dated
Subordinated Debt Securities and that the pledgee is not the Company or any other obligor upon the Dated Subordinated Debt Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any Person (which may include the Company) authorized by the Company to pay the principal of (and premium, if any)
or interest, if any, on any Dated Subordinated Debt Securities on behalf of the Company. 
 “Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Place of Payment,” when used with respect to the Dated Subordinated Debt Securities of any series, means the place or places where the
principal of (and premium, if any) and interest, if any, on the Dated Subordinated Debt Securities of that series are payable as specified pursuant to Section 3.1 or, if not so specified, as specified in Section 10.2. 
 “Predecessor Security” of any particular Dated Subordinated Debt Security means every previous Dated Subordinated Debt Security
evidencing all or a portion of the same debt as that evidenced by such particular Dated Subordinated Debt Security; and, for the purposes of this definition, any Dated Subordinated Debt Security authenticated and delivered under Section 3.6 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Dated Subordinated Debt Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Dated Subordinated Debt Security. 
 “Redemption Date,” when used with respect to any Dated Subordinated Debt Security to be redeemed, means the date fixed for such
redemption by or pursuant to this Dated Subordinated Debt Securities Indenture. 
 “Redemption Price,” when used with
respect to any Dated Subordinated Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to this Dated Subordinated Debt Securities Indenture. 
 “Regular Record Date” for any interest payable on any Interest Payment Date on registered Dated Subordinated Debt Securities of any
series means the date specified for the purpose pursuant to Section 3.1. 
 “Responsible Officer,” when used with
respect to the Trustee, means any officer of the Trustee assigned to or working in the corporate trust department of the Trustee or, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of
his or her knowledge of and familiarity with the particular subject. 
  

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 “Senior Creditors” means creditors of the Company who are depositors or other
unsubordinated creditors of the Company. 
 “Special Record Date” for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 3.7. 
 “Stated Maturity,” when used with respect to any Dated Subordinated
Debt Security or any installment of principal thereof or interest thereon, means the date, if any, specified in, or determined in accordance with the terms of such Dated Subordinated Debt Security as the fixed date on which the principal of such
Dated Subordinated Debt Security or such installment of interest is due and payable. 
 “Subsidiary” means an entity where a
majority of the interests or a majority of the outstanding voting stock is owned, directly or indirectly, by the Company or by one or more other Subsidiaries of the Company. For the purposes of this definition, “voting stock” means stock
having voting power for the election of directors, whether at all times or only so long as not senior class of stock has such voting power by reason of any contingency. 
 “Taxes” has the meaning specified in Section 10.4. 
 “Taxing
Jurisdiction” has the meaning specified in Section 10.4. 
 “Trustee” means the Person named as such in the
first paragraph of this instrument until a successor trustee shall have become such pursuant to the applicable provisions of this Dated Subordinated Debt Securities Indenture, and thereafter means such successor. 
 “Trust Indenture Act” means the United States Trust Indenture Act of 1939, as amended, as in force at the date as of which this
instrument was executed, provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended. 
 “United States of America” means the United States of America and, except in the case of Section 6.15,
its territories and possessions. 
 “U.S. Government Obligations” means noncallable and nonredeemable (i) direct
obligations of the United States of America for which its full faith and credit is pledged and/or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended)
as custodian with respect to any such U.S. Government Obligation or with respect to a specific payment of principal of or interest on any such U.S. Government Obligation, which depositary receipt is held by such custodian for the account of the
holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depositary receipt. 
  

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 “U.S. Person” means a person who is a citizen, or is treated as a resident for U.S. tax
purposes, of the United States of America, any corporation, partnership or other entity organized under the laws of the United States of America or any political subdivision thereof or an estate or trust the income of which is subject to United
States income taxation, regardless of its source. 
 “Vice President,” when used with respect to the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title “vice president.” 
 Section 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Dated Subordinated Debt Securities Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a
part of this Dated Subordinated Debt Securities Indenture. All terms used in this Dated Subordinated Debt Securities Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined
by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein. If any provision of this Dated Subordinated Debt Securities Indenture limits, qualifies or conflicts with another provision hereof that is
required to be included in this Dated Subordinated Debt Securities Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. 
 Section 1.3 Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Dated Subordinated Debt Securities Indenture,
the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Dated Subordinated Debt Securities Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of the legal advisor rendering such opinion all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Dated Subordinated Debt Securities Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Dated Subordinated Debt Securities Indenture
shall include: 
 (a) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions
herein relating thereto; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of each such Person, he or she has made
such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with. 
  

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 Section 1.4 Form of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or
opinion is based are erroneous. Any such certificate or opinion of, or representations by, legal advisors may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in the possession of the Company, unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or representation with
respect to such matters is erroneous. 
 Where any Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Dated Subordinated Debt Securities Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 1.5 Acts of Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Dated Subordinated Debt Securities Indenture to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee and, when it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Dated Subordinated Debt Securities Indenture and (subject to Section 6.1) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section. 
 (b) The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof. When such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of
his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 (c) If the Company shall solicit from the Holders of Dated Subordinated Debt Securities of any series any request, demand, authorization, direction,
notice, consent, 

  

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waiver or other Act, the Company may, at its option, by Board Resolution or other means, fix in advance a record date for purposes of determining the
identity of Holders of registered Dated Subordinated Debt Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Any such record date shall
be fixed at the Company’s discretion. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or given before or after the record date, but only the Holders of
registered Dated Subordinated Debt Securities of record at the close of business on such record date shall be deemed to be Holders of registered Dated Subordinated Debt Securities for the purpose of determining whether Holders of the requisite
proportion of Dated Subordinated Debt Securities of such series Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the registered Dated
Subordinated Debt Securities of such series Outstanding shall be computed as of such record date. 
 (d) The ownership of registered Dated
Subordinated Debt Securities shall be proved by the Dated Subordinated Debt Security Register. 
 (e) Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Dated Subordinated Debt Security shall bind every future Holder of the same Dated Subordinated Debt Security and the Holder of every Dated Subordinated Debt Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such
Dated Subordinated Debt Security or such other Dated Subordinated Debt Security. 
 Section 1.6 Notices, etc. to Trustee and
Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Dated Subordinated Debt Securities Indenture to be made upon, given or furnished to, or filed with:

 (a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if made, given, furnished or filed in writing to the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration—Global Finance Unit and shall be effective when actually received by the Trustee; or 
 (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, addressed to it at the address of its registered office specified in the first paragraph of this Dated Subordinated Debt Securities Indenture (unless another address has been previously furnished in
writing to the Trustee by the Company, in which case at the last such address) marked “Attention: Company Secretary.” 
 The
Trustee agrees to accept and act upon facsimile transmission of written instructions pursuant to this Agreement; provided, however, that (i) the party providing written instructions, subsequent to such transmission of written instructions,
shall provide the originally executed instructions or directions to the Depositary Agent in a timely manner, and (ii) such originally executed instructions or directions shall be signed by an authorized representative of the party providing
such instructions or directions. 
  

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 Section 1.7 Notice to Holders; Waiver. When this Dated Subordinated Debt Securities Indenture
provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if Outstanding registered Dated Subordinated Debt Securities are affected, if given in writing and mailed, first-class
postage prepaid, to each Holder of a registered Dated Subordinated Debt Security affected by such event in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act with respect to reports pursuant to
Section 7.3(a) of this Dated Subordinated Debt Securities Indenture, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. For so long as the Dated Subordinated Debt Securities of any
series are represented by Global Securities, the Company will deliver a copy of all notices with respect to such series to the Depositary for such Dated Subordinated Debt Security (or its designee). 
 When notice to Holders of registered Dated Subordinated Debt Securities is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Dated Subordinated Debt Securities Indenture provides for notice in any manner, such notice may be waived in writing by
the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made
with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 Section 1.8 Conflict with
Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Dated Subordinated Debt Securities Indenture, the latter
provision shall control. If any provision of this Dated Subordinated Debt Securities Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this
Dated Subordinated Debt Securities Indenture as so modified or to be excluded, as the case may be. If at any future time any provision required to be included herein by the Trust Indenture Act as in force at the date as of which this Dated
Subordinated Debt Securities Indenture was executed or any limitation imposed by the Trust Indenture Act at such date on any provision otherwise included herein would not be so required or imposed (in whole or in part) if this Dated Subordinated
Debt Securities Indenture were executed at such future time, the Company and the Trustee may enter into one or more indentures supplemental hereto pursuant to Section 9.1 to change or eliminate (in whole or in part) such provision or limitation
of this Dated Subordinated Debt Securities Indenture in conformity with the requirements of the Trust Indenture Act as then in force, except that (subject to Article IX) no provision or limitation required to be included herein by
Section 310(a)(1) and (a)(2), Section 315(a), (c), (d)(1), (d)(2), (d)(3) and (e), Section 316(a)(1)(A), (a)(1)(B), (a)(2), (a) (last sentence) and (b) of the Trust Indenture Act as in force at the date as of which this
Dated Subordinated Debt Securities Indenture was executed may be so changed or eliminated. 
 Section 1.9 Effect of Headings and
Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
  

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 Section 1.10 Successors and Assigns. All covenants and agreements in this Dated Subordinated
Debt Securities Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 1.11
Separability Clause. In case any provision in this Dated Subordinated Debt Securities Indenture or in the Dated Subordinated Debt Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
 Section 1.12 Benefits of Dated Subordinated Debt
Securities Indenture. Nothing in this Dated Subordinated Debt Securities Indenture or in the Dated Subordinated Debt Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the
Holders of Dated Subordinated Debt Securities, any benefit or any legal or equitable right, remedy or claim under this Dated Subordinated Debt Securities Indenture. 
 Section 1.13 Governing Law. This Dated Subordinated Debt Securities Indenture and the Dated Subordinated Debt Securities shall be governed by and construed in accordance with the laws of the State of New
York except for Section 12.1, which shall be governed by and construed in accordance with the laws of Ireland, and except that the authorization and execution of this Dated Subordinated Debt Securities Indenture, the Dated Subordinated Debt
Securities shall be governed (in addition to the laws of the State of New York relevant to execution) by the respective jurisdictions of organization of the Company and the Trustee, as the case may be. 
 Section 1.14 Saturdays, Sundays and Legal Holidays. The terms of the Dated Subordinated Debt Securities shall provide that, in any case where
any Interest Payment Date, Redemption Date, Maturity or Stated Maturity of a Dated Subordinated Debt Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Dated Subordinated Debt Securities
Indenture or the Dated Subordinated Debt Securities other than a provision in the Dated Subordinated Debt Securities that specifically applies in lieu of this Section) payments of interest, if any, or principal (and premium, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment (or such other Business Day as shall be provided in such Dated Subordinated Debt Security) with the same force and effect as if made
on such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, provided that no interest shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case
may be and provided, further, that if such next succeeding Business Day at any Place of Payment would fall in the succeeding month, payment may be made in full on the immediately preceding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be. 
 Section 1.15
Appointment of Agent for Service. By the execution and delivery of this Dated Subordinated Debt Securities Indenture, the Company hereby designates Allied Irish Banks, public limited company, 405 Park Avenue, New York, New York 10022, +1
212-339-8375, Attention: Head of Treasury, as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Dated
Subordinated Debt Securities or this Dated Subordinated Debt Securities Indenture, but for that purpose only, and agrees that 

  

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service of process upon said agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or
State court in the Borough of Manhattan, The City of New York. Such appointment shall be irrevocable so long as any of the Dated Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such
successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any
and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent in full force and effect so long as any of the Dated Subordinated Debt Securities shall be Outstanding. The Trustee shall not be
obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which any such suit
or proceeding is so instituted and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding and irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such suit or proceeding has been brought in an inconvenient forum. 
 Section 1.16
Calculation Agent. If the Company appoints a Calculation Agent pursuant to Section 3.1 with respect to any series of Dated Subordinated Debt Securities, any determination of the interest rate on, or other amounts in relation to, such
series of Dated Subordinated Debt Securities in accordance with the terms of such series of Dated Subordinated Debt Securities by such Calculation Agent shall (in the absence of manifest error) be binding on the Company, the Trustee, all Holders and
(in the absence of manifest error) no liability to the Holders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions. 
 ARTICLE II 
 DATED SUBORDINATED DEBT
SECURITY FORMS 
 Section 2.1 Forms Generally. The Dated Subordinated Debt Securities of each series to be attached thereto
shall be substantially in such form or forms, not inconsistent with this Dated Subordinated Debt Securities Indenture, as shall be established in or pursuant to one or more Board Resolutions of the Company or in one or more indentures supplemental
hereto, pursuant to Section 3.1, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Dated Subordinated Debt Securities Indenture, and may have such letters, numbers
or other marks of identification and such legend or legends or endorsements, not inconsistent with this Dated Subordinated Debt Securities Indenture as may be required to comply with any applicable law or rule or regulation made pursuant thereto or
with the rules of any securities exchange or as may be determined by the officers executing such Dated Subordinated Debt Securities as evidenced by any such execution; provided, however, that such Dated Subordinated Debt Securities shall have
endorsed thereon a statement in the following form or in substantially the following form: 
 “The rights of the holder
of this Dated Subordinated Debt Security are, to the extent and in the manner set forth in Section 12.1 of the Dated Subordinated Debt Securities Indenture, subordinated to the claims of Senior Creditors, and this Dated Subordinated Debt
Security is issued subject to the provisions of that Section 12.1, and the holder of this Dated Subordinated Debt 

  

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Security, by accepting the same, agrees to and shall be bound by such provisions. The provisions of Section 12.1 of the Dated Subordinated Debt
Securities Indenture and the terms of this paragraph are governed by, and shall be construed in accordance with, the laws of Ireland.” 
 The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.2 or Section 6.15. 
 The definitive Dated Subordinated Debt Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which
the Dated Subordinated Debt Securities may be listed, all as determined by the officers executing such Dated Subordinated Debt Securities, as evidenced by their execution thereof. 
 Section 2.2 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially
the following form: 
 CERTIFICATE OF AUTHENTICATION 
 This is one of the Dated Subordinated Debt Securities of the series designated herein referred to in the within-mentioned Dated Subordinated Debt Securities Indenture. 
  

			
	THE BANK OF NEW YORK,
	as Trustee
		
	By:	 	  

		 	Authorized Signatory


 ARTICLE III 
 THE DATED SUBORDINATED DEBT SECURITIES 
 Section 3.1 Amount Unlimited;
Issuable in Series. The aggregate principal amount of Dated Subordinated Debt Securities which may be authenticated and delivered under this Dated Subordinated Debt Securities Indenture is unlimited. The Dated Subordinated Debt Securities may be
issued in one or more series. 
 There shall be established in or pursuant to one or more Board Resolutions of the Company and, subject to
Section 3.3, set forth, or determined in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Dated Subordinated Debt Securities of any series, any
or all of the following, as applicable: 
 (a) the title of the Dated Subordinated Debt Securities of the series (which shall distinguish the
Dated Subordinated Debt Securities of the series from all other Dated Subordinated Debt Securities); 
 (b) the aggregate principal amount of
the Dated Subordinated Debt Securities of the series which may be authenticated and delivered under this Dated Subordinated Debt Securities Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after
the initial issuance of the Securities of that series (except for Dated Subordinated Debt Securities authenticated and delivered upon 

  

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registration of transfer of, or in exchange for, or in lieu of, other Dated Subordinated Debt Securities of the series pursuant to Section 3.4,
Section 3.5, Section 3.6, Section 9.6 or Section 11.7 and except for any Dated Subordinated Debt Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder); 
 (c) the Person to whom any interest on a Dated Subordinated Debt Security of the series shall be payable, if other than the person in whose name that
Dated Subordinated Debt Security (or one or more Predecessor Dated Subordinated Debt Securities) is registered at the close of business on the Regular Record Date for that interest; 
 (d) the date or dates on which the principal of (and premium, if any) the Dated Subordinated Debt Securities of the series is payable; 
 (e) the percentage of the aggregate principal amount of the Dated Subordinated Debt Securities of the series at which the Dated Subordinated Debt
Securities shall be issued and whether the Dated Subordinated Debt Securities will be Original Issue Discount Securities and any special tax considerations relating thereto; 
 (f) the rate or rates, if any, at which the Dated Subordinated Debt Securities of the series shall accrue interest or the manner of calculation of such
rate or rates, if any, the date or dates, if any, from which such interest shall accrue, whether Section 3.7(a) shall apply to the Dated Subordinated Debt Securities of such series, the Interest Payment Dates on which such interest, if any,
shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section 3.7 (including the determination of the Regular Record Date), and, in the case of registered Dated Subordinated Debt
Securities, the Regular Record Date for the interest payable on any Interest Payment Date, and any dates required to be established pursuant to Section 7.1; 
 (g) whether any premium, upon redemption or otherwise, shall be payable by the Company on Dated Subordinated Debt Securities of the series; 
 (h) whether the Dated Subordinated Debt Securities of the series are to be issued as Original Issue Discount Securities and the amount of the discount at
which such Original Issue Discount Securities may be issued; 
 (i) provisions, if any, for the discharge and defeasance of Dated
Subordinated Debt Securities of the series; 
 (j) any additional condition to which payment of any principal of (or premium, if any) or
interest on Dated Subordinated Debt Securities of the series will be subject; 
 (k) the place or places where the principal of (and premium,
if any) and any interest on Dated Subordinated Debt Securities of the series shall be payable, and the Paying Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest on Dated Subordinated Debt Securities
of such series, at least one of which Paying Agents shall have an office or agency in the Borough of Manhattan, The City of New York; 
 (l)
other than with respect to any redemption of the Dated Subordinated Debt Securities pursuant to Section 11.8 and Section 11.9, whether or not such series of 

  

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Dated Subordinated Debt Securities are to be redeemable, in whole or in part, at the Company’s option and, if so redeemable, the period or periods
within which, the price or prices at which and the terms and conditions upon which, Dated Subordinated Debt Securities of the series may be redeemed, including the date referred to in Section 11.8; 
 (m) the obligation, if any, of the Company to redeem, purchase or repay Dated Subordinated Debt Securities of the series pursuant to any mandatory
redemptions or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Dated Subordinated Debt Securities of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such obligation (except with respect to any redemption of Dated Subordinated Debt Securities pursuant to Section 11.8); 
 (n) if other than denominations of $750,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Dated Subordinated Debt
Securities of the series in each applicable form shall be issuable; 
 (o) if other than the principal amount thereof, the portion, or the
manner of calculation of such portion, of the principal amount of Dated Subordinated Debt Securities of the series which shall be payable upon a declaration of acceleration or acceleration of the Maturity thereof pursuant to Section 5.2, upon
redemption of Dated Subordinated Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to file and prove a claim pursuant to Section 5.4; 
 (p) if Additional Amounts, pursuant to Section 10.4, will not be payable by the Company; 
 (q) if other than Dollars, provisions, if any, for the Dated Subordinated Debt Securities of the series to be denominated, and payments thereon to be
made, in Foreign Currencies and specifying the manner and place of payment thereon and any other terms with respect thereto and the manner of determining the equivalent thereof in Dollars for purposes of the definition of “Outstanding” in
Section 1.1; 
 (r) if other than the currency in which the Dated Subordinated Debt Securities of that series are denominated, the
currency in which payment of the principal of (and premium, if any) or interest, if any, on the Dated Subordinated Debt Securities of such series shall be payable; 
 (s) if the principal of (and premium, if any) or interest, if any, on the Dated Subordinated Debt Securities of such series are to be payable, at the election of the Company or a Holder thereof, in a currency other
than that in which the Dated Subordinated Debt Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made; 
 (t) if the Dated Subordinated Debt Securities of the series shall be issued, in whole or in part, in the form of one or more Global Securities and the
initial Holder with respect to such Global Security or Dated Subordinated Debt Securities; 
 (u) if the Dated Subordinated Debt Securities
of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Dated Subordinated Debt Security of that series or otherwise) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; 
  

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 (v) if the amounts of payments of principal of (and premium, if any) or interest, if any, on the Dated
Subordinated Debt Securities of the series may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the Calculation Agent, if any, who shall
be appointed and authorized to calculate such amounts; 
 (w) the terms, if any, on which such Dated Subordinated Debt Securities may or
shall be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company or another entity or other entities, into a basket or baskets of such securities, into an index or indices of such
securities, into the cash value therefor or into any combination of the foregoing, any specific terms relating to the adjustment thereof and the period during which such Dated Subordinated Debt Securities may or shall be so converted or exchanged;

 (x) any other Events of Default or covenants with respect to the Dated Subordinated Debt Securities of such series and, if other than as
specified in this Dated Subordinated Debt Securities Indenture, the terms thereof; 
 (y) the forms of Dated Subordinated Debt Securities of
the series; and 
 (z) any other terms of the series (which terms shall not be inconsistent with the provisions of this Dated Subordinated
Debt Securities Indenture, except as permitted by Section 9.1(d)). 
 All Dated Subordinated Debt Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to an Officer’s Certificate or in any such indenture supplemental hereto. 
 If the forms of Dated Subordinated Debt Securities of any series, or any of the terms thereof, are established by action taken by the Board of Directors
of the Company, copies of the Board Resolutions in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Company Order pursuant to Section 3.3 for the authentication and delivery of such Dated Subordinated Debt
Securities. 
 Section 3.2 Denominations. The Dated Subordinated Debt Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 3.1. In the absence of any such specification with respect to the Dated Subordinated Debt Securities of any series, the Dated Subordinated Debt Securities of each series shall be
issuable in denominations of $750,000 and any integral multiple of $1,000 in excess thereof. Unless otherwise specified in accordance with Section 3.1, any Global Security issued and delivered to the Holder shall be issued in the form of units
with at least $750,000 principal amount of such Global Security constituting one unit. 
 Section 3.3 Execution, Authentication,
Delivery and Dating. The Dated Subordinated Debt Securities shall be executed by an Officer of the Company by facsimile or manual signature. Dated Subordinated Debt Securities bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Dated Subordinated Debt Securities.

  

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 The Trustee may appoint an Authenticating Agent acceptable to the Company to authenticate Securities. The
Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Dated Subordinated Debt Securities Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. 

A Dated Subordinated Debt Security shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on
the Dated Subordinated Debt Security. The signature shall be conclusive evidence that the Dated Subordinated Debt Security has been authenticated under this Dated Subordinated Debt Securities Indenture. 
 At any time and from time to time after the execution and delivery of this Dated Subordinated Debt Securities Indenture, the Company may deliver Dated
Subordinated Debt Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Dated Subordinated Debt Securities, and the Trustee in accordance with
the Company Order shall authenticate and deliver such Dated Subordinated Debt Securities. In authenticating such Dated Subordinated Debt Securities and accepting the additional responsibilities under this Dated Subordinated Debt Securities Indenture
in relation to such Dated Subordinated Debt Securities the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating that (a) if the form or terms of such
Dated Subordinated Debt Securities has or have been established by or pursuant to a Board Resolution as permitted by Section 3.1, that such form or terms has or have been established in conformity with the provisions of this Dated Subordinated
Debt Securities Indenture and (b) that such Dated Subordinated Debt Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to or
affecting creditor’s rights generally, general principals of equity, and such other matters as shall be specified therein. 
 Notwithstanding the provisions of the preceding paragraph, if not all Dated Subordinated Debt Securities of any series are to be issued at one time, it shall not be necessary to deliver an Officer’s Certificate or an Opinion of Counsel
otherwise required at the time of issuance of each Dated Subordinated Debt Security of such series, but such certificate and opinion, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance
of the first Dated Subordinated Debt Security of such series. 
 The Trustee shall not be required to authenticate such Dated Subordinated
Debt Securities if the issue of such Dated Subordinated Debt Securities pursuant to this Dated Subordinated Debt Securities Indenture will affect the Trustee’s own rights, duties or immunities under the Dated Subordinated Debt Securities and
this Dated Subordinated Debt Securities Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
  

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 The Trustee shall have the right to decline to authenticate and deliver any Dated Subordinated Debt
Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. 
 Each
registered Dated Subordinated Debt Security shall be dated the date of its authentication. 
 If the Company shall establish Dated
Subordinated Debt Securities of a series or a portion thereof are to be issued in the form of one or more Global Securities, then the Company shall execute, and the Trustee shall authenticate and deliver, one or more Global Securities that
(i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Dated Subordinated Debt Securities of such series issued in such form and not yet canceled, (ii) shall be registered in the
name of the Depositary for such Global Security or Dated Subordinated Debt Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s
instructions, and (iv) shall bear a legend substantially to the following effect: 
 “Unless and until it is exchanged, in whole or
in part, for Dated Subordinated Debt Securities in definitive registered form, this Dated Subordinated Debt Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” 
 No Dated Subordinated Debt Security shall be entitled to any benefit under this Dated Subordinated Debt Securities Indenture or be valid or obligatory for any purpose unless there appears on such Dated Subordinated
Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Dated Subordinated Debt Security shall be conclusive evidence, and
the only evidence, that such Dated Subordinated Debt Security has been duly authenticated and delivered hereunder and that such Dated Subordinated Debt Security is entitled to the benefits of this Dated Subordinated Debt Securities Indenture.
Notwithstanding the foregoing, if any Dated Subordinated Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Dated Subordinated Debt Security to the Trustee
for cancellation as provided in Section 3.9, for all purposes of this Dated Subordinated Debt Securities Indenture such Dated Subordinated Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Dated Subordinated Debt Securities Indenture. 
 Section 3.4 Temporary Dated Subordinated Debt
Securities. Pending the preparation of definitive Dated Subordinated Debt Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Dated Subordinated Debt Securities of such
series. Temporary Dated Subordinated Debt Securities may be issued as registered Dated Subordinated Debt Securities in any authorized denomination, and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Dated Subordinated Debt Securities may determine, all as evidenced by such execution. 
  

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 If temporary Dated Subordinated Debt Securities of any series are issued, the Company will cause, if so
required by the terms of such temporary Dated Subordinated Debt Securities, definitive Dated Subordinated Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Dated Subordinated Debt
Securities of any series, the temporary Dated Subordinated Debt Securities of such series shall be exchangeable for definitive Dated Subordinated Debt Securities of such series containing identical terms and provisions upon surrender of the
temporary Dated Subordinated Debt Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Dated Subordinated
Debt Securities of any series the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a like aggregate principal amount of definitive Dated Subordinated Debt Securities of the same series of authorized
denominations containing identical terms and provisions. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating thereto, the temporary Dated Subordinated Debt Securities of any series shall in all respects be
entitled to the same benefits (but shall be subject to all the limitations of rights) under this Dated Subordinated Debt Securities Indenture as definitive Dated Subordinated Debt Securities of such series. 
 Section 3.5 Registration, Registration of Transfer and Exchange. 
 (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Dated Subordinated Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Dated Subordinated Debt Securities and of transfers of Dated Subordinated Debt Securities. The Trustee is hereby appointed “Dated Subordinated Debt Security Registrar” for the purpose of registering
Dated Subordinated Debt Securities and transfers of Dated Subordinated Debt Securities as herein provided. 
 Upon surrender for registration
of transfer of any Dated Subordinated Debt Security of any series at an office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name
of the designated transferee or transferees, one or more new Dated Subordinated Debt Securities of the same series of any authorized denominations containing identical terms and provisions, of a like aggregate principal amount. 
 At the option of the Holder, Dated Subordinated Debt Securities of any series (other than a Global Security, except as set forth in clause
(b) below) may be exchanged for other Dated Subordinated Debt Securities of the same series, of any authorized denominations containing identical terms and provisions, of a like aggregate principal amount upon surrender of the Dated
Subordinated Debt Securities to be exchanged at such office or agency. Whenever any Dated Subordinated Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery,
the Dated Subordinated Debt Securities which the Holder making the exchange is entitled to receive. 
 All Dated Subordinated Debt Securities
issued upon any registration of transfer or exchange of Dated Subordinated Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Dated Subordinated Debt Securities
Indenture, as the Dated Subordinated Debt Securities surrendered upon such registration of transfer or exchange. 
  

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 Every Dated Subordinated Debt Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Dated Subordinated Debt Security Registrar duly executed, by the
registered Holder thereof or his or her attorney duly authorized in writing. 
 No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Dated Subordinated Debt
Securities, other than exchanges pursuant to Section 3.4, Section 9.6 or Section 11.7 not involving any transfer. 
 If the
Dated Subordinated Debt Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange any Dated Subordinated Debt Security of any
series during a period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of any Dated Subordinated Debt Security of any series selected for redemption under Section 11.3 and
ending at the close of business on the day of mailing such notice, or (ii) to register the transfer of or exchange any Dated Subordinated Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Dated
Subordinated Debt Security being redeemed in part. 
 (b) The provisions of this Section 3.5(b) shall apply only to Global Securities
unless as otherwise specified as contemplated by Section 3.1: 
  

	 	(i)	Each Global Security authenticated under this Dated Subordinated Debt Securities Indenture shall be registered in the name of the Depositary designated for such Global Security or a
nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Dated Subordinated Debt Security for all purposes of this Dated Subordinated Debt Securities
Indenture. 

  

	 	(ii)	 Notwithstanding any other provision in this Dated Subordinated Debt Securities Indenture, no Global Security may be exchanged in whole or in part for Dated
Subordinated Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary
(x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (y) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be
continuing an Event of Default with respect to such Global Security, (C) at any time if the Company at its option and in its sole discretion determines that the Global Securities of a particular series should be exchanged for 



  

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definitive Dated Subordinated Debt Securities of that series in registered form or (D) there shall exist such circumstances, if any, in addition to or
in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1. 


  

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

  

	 	(iv)	Every Security authenticated and made available for delivery upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section 3.5, Section 3.4, Section 3.6, Section 9.6 or Section 11.7 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Dated Subordinated Debt
Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 

 Any
time the Dated Subordinated Debt Securities of any series are not in the form of Global Securities pursuant to the preceding paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Dated Subordinated Debt
Securities, without the legend required by Section 3.3, and the Trustee agrees to hold such Dated Subordinated Debt Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture. 
 Section 3.6 Mutilated, Destroyed, Lost and Stolen Dated Subordinated Debt Securities. If any mutilated, destroyed, lost or stolen Dated
Subordinated Debt Security (including any Global Security) is surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Dated Subordinated Debt Security, authenticate and deliver in exchange therefor a new Dated
Subordinated Debt Security of the same series containing identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding. 
 If there shall be delivered to the Company and to the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Dated Subordinated Debt Security (including any Global Security) and
(b) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee that such Dated Subordinated Debt Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver in lieu of any such destroyed, lost or stolen Dated Subordinated Debt Security a new Dated Subordinated Debt Security of the same series
containing identical terms and provisions and of the amount, and bearing a number not contemporaneously outstanding. 
 In case any such
mutilated, destroyed, lost or stolen Dated Subordinated Debt Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Dated Subordinated Debt Security, pay such Dated Subordinated Debt
Security. 
  

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 Upon the issuance of any new Dated Subordinated Debt Security under this Section, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 Every new Dated Subordinated Debt Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Dated Subordinated Debt
Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Dated Subordinated Debt Security shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Dated Subordinated Debt Securities Indenture equally and proportionately with any and all other Dated Subordinated Debt Securities duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Dated
Subordinated Debt Securities. 
 Section 3.7 Payment. Except as otherwise provided as contemplated by Section 3.1 with
respect to any series of Dated Subordinated Debt Securities, interest on any Dated Subordinated Debt Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that
Dated Subordinated Debt Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 
 Any interest on any series of Dated Subordinated Debt Securities which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (a) or
(b) below: 
 (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Dated Subordinated
Debt Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Dated Subordinated Debt Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen
(15) days and not less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Dated Subordinated Debt
Securities of such series 

  

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in the manner set forth in Section 1.8, not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Dated Subordinated Debt Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). 
 (b)
The Company may make payment of any Defaulted Interest on the Dated Subordinated Debt Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Dated Subordinated Debt
Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the
Trustee. 
 In the case of registered Dated Subordinated Debt Securities where payment is to be made in Dollars, payment at any Paying
Agent’s office outside The City of New York will be made in Dollars by check drawn on, or, at the request of the Holder, by wire transfer of same-day funds to a Dollar account maintained by the payee with, a bank in The City of New York.

 In the case of registered Dated Subordinated Debt Securities where payment is to be made in a Foreign Currency, payment will be made as
established pursuant to Section 3.1. 
 Subject to the foregoing provisions of this Section, each Dated Subordinated Debt Security
delivered under this Dated Subordinated Debt Securities Indenture upon registration of transfer of or in exchange for or in lieu of any other Dated Subordinated Debt Security shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Dated Subordinated Debt Security. 
 Section 3.8 Persons Deemed Owners. Prior to due presentment
of a registered Dated Subordinated Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Dated Subordinated Debt Security is registered as the owner
of such Dated Subordinated Debt Security for the purpose of receiving (subject to Section 3.7) payment of principal of (and premium, if any) and interest, if any, on such Dated Subordinated Debt Security and for all other purposes whatsoever,
whether or not such Dated Subordinated Debt Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 None of the Company, the Trustee, any Paying Agent, or any agent of the Company, the Trustee or any Paying Agent will have any responsibility or
liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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

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 Section 3.9 Cancellation. All Dated Subordinated Debt Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any
Dated Subordinated Debt Securities previously authenticated and delivered hereunder and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Dated Subordinated Debt Securities previously authenticated
hereunder which the Company has not issued and sold, and all Dated Subordinated Debt Securities so delivered shall be promptly cancelled by the Trustee. No Dated Subordinated Debt Securities shall be authenticated in lieu of or in exchange for any
Dated Subordinated Debt Securities cancelled as provided in this Section, except as expressly permitted by the provisions of the Dated Subordinated Debt Securities of any series or pursuant to the provisions of this Dated Subordinated Debt
Securities Indenture. The Trustee shall dispose of all cancelled Dated Subordinated Debt Securities in accordance with its customary procedures or, upon receipt of a Company Request, forward the same to the Company. 
 Section 3.10 Computation of Interest. Except as otherwise specified pursuant to Section 3.1 for Dated Subordinated Debt Securities of
any series, and as set forth in such Dated Subordinated Debt Securities, payments of interest on the Dated Subordinated Debt Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Section 3.11 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so,
the Trustee shall use “CUSIP” numbers in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly as reasonably practicable notify the Trustee in writing of any change in the “CUSIP” numbers. 
 ARTICLE IV 
 SATISFACTION AND DISCHARGE 
 Section 4.1 Satisfaction and Discharge of Dated Subordinated Debt Securities Indenture. This Dated Subordinated Debt Securities Indenture shall upon Company Request cease to be of further effect with
respect to Dated Subordinated Debt Securities of any series (except as to any surviving rights of registration of transfer or exchange of Dated Subordinated Debt Securities of such series herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Dated Subordinated Debt Securities Indenture with respect to the Dated Subordinated Debt Securities of such series when 
 (a) either 
  

	 	(i)	 all Dated Subordinated Debt Securities of such series theretofore authenticated and delivered (other than (x) Dated Subordinated Debt Securities which have
been destroyed, lost or stolen and which have been replaced or paid as provided in 



  

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Section 3.6 and (y) Dated Subordinated Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or 


  

	 	(ii)	all Dated Subordinated Debt Securities referred to in clause (i) above not theretofore delivered to the Trustee for cancellation 

  

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

  

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

 and the Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount
in cash, or U.S. Government Obligations (with respect to Dated Subordinated Debt Securities denominated in Dollars) or Foreign Government Securities (with respect to Dated Subordinated Debt Securities denominated in the same Foreign Currency)
maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient to pay and discharge all claims with respect to such Dated Subordinated Debt Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and accrued interest, if any, to the date of such deposit (in the case of Dated Subordinated Debt Securities which have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be; 
 (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to
the Dated Subordinated Debt Securities of such series; and 
 (c) the Company has delivered to the Trustee an Officer’s Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Dated Subordinated Debt Securities Indenture with respect to the Dated Subordinated Debt Securities of such
series have been complied with. 
 Notwithstanding any satisfaction and discharge of this Dated Subordinated Debt Securities Indenture, the
obligations of the Company to the Trustee under Section 6.8, the obligations of the Trustee to any Authenticating Agent under Section 6.15 and, if cash, U.S. Government Obligations and/or Foreign Government Securities shall have been
deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive. 
 Section 4.2 Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.3, all cash, U.S. Government
Obligations and Foreign Government Securities deposited with the Trustee pursuant to Section 4.1 shall be held in trust and such cash and the proceeds from such U.S. Government Obligations and/or Foreign Government Securities shall be applied
by it, in accordance with the provisions of the Dated Subordinated Debt Securities of such series and this Dated Subordinated Debt Securities Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as


  

 26 








 
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which
such cash, U.S. Government Obligations and/or Foreign Government Securities have been deposited with the Trustee. 
 ARTICLE V

 REMEDIES 
 Section 5.1 Events of Default. An “Event of Default” shall mean any one of the following events with respect to the Dated Subordinated Debt Securities of any series: 
 (a) if either a court of competent jurisdiction issues an order which is not successfully appealed within thirty (30) days or an effective
shareholders’ resolution is validly adopted for the effective winding-up or dissolution of the Company except in connection with any transaction permitted under Section 6.13 or otherwise in accordance with this Dated Subordinated Debt
Securities Indenture and not involving a bankruptcy or insolvency; 
 (b) if a default in the payment of any installment of interest upon, or
any part of the principal of, and any premium on any Dated Subordinated Debt Securities of that series when the same becomes due and payable, whether upon redemption or otherwise, and such default continues for fourteen (14) days in the case of
interest or seven (7) days in the case of principal; or 
 (c) any other Event of Default established pursuant to Section 3.1 with
respect to the Dated Subordinated Debt Securities of such series occurs. 
 Section 5.2 Acceleration of Maturity; Institution
of Proceedings. If an Event of Default occurs and is continuing, then in each and every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of
each series may declare the principal amount of, any accrued but unpaid interest (or, in the case of Original Issue Discount Securities, such portion of the principal amount of such Original Issue Discount Securities as may be specified by the terms
thereof) on all the Dated Subordinated Debt Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holder or Holders), and upon any such declaration such principal and
interest (or specified amount) shall become immediately due and payable. In the case of an Event of Default of the type referred to in Section 5.1(b) or Section 5.1(c), as applicable, the Trustee or a majority of the Holders of Outstanding Dated
Subordinated Debt Securities of such series may then also institute proceedings, but take no other action in respect of such Event of Default, for the winding-up of the Company in Ireland (but not elsewhere) and prove a claim in such winding-up (or
any other winding-up otherwise instigated) to enforce the obligations of the Company in respect of the Dated Subordinated Debt Securities of such series; provided, however, that no repayment in respect of the Dated Subordinated Debt
Securities of any such series may be made otherwise than during or after the Company’s winding-up or at the Stated Maturity, except with the prior written consent of the Financial Regulator, if required. 
  

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 Section 5.3 Suits for Enforcement by Trustee. 
 If an Event of Default for any series occurs and is continuing, the Trustee may in its discretion, but subject to any restrictions or limitations
otherwise contained in this Dated Subordinated Debt Securities Indenture, proceed to protect and enforce its rights and the rights of the Holders of Dated Subordinated Debt Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Dated Subordinated Debt Securities Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy, including the institution of proceedings in Ireland (but not elsewhere) for the winding-up of the Company. 
 The Trustee and Holders of Dated Subordinated Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off or counterclaim with respect to the Dated Subordinated Debt Securities or this Dated Subordinated
Debt Securities Indenture that they might otherwise have against the Company. 
  

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 No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Dated
Subordinated Debt Security, or for any claim based thereon and no recourse under or upon any obligation, covenant or agreement of the Company in this Dated Subordinated Debt Securities Indenture, or in any Dated Subordinated Debt Security, or
because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future of the Company or of any successor corporation of the Company, either directly or
through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood that to the extent lawful
all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Dated Subordinated Debt Securities Indenture and the issue of the Dated Subordinated Debt Securities. 
 Section 5.4 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, examinership, insolvent restructuring, scheme of arrangement, arrangement, adjustment, composition or winding-up (each an “Insolvency Proceeding”) or other judicial proceeding relative to the Company or any other obligor
upon the Dated Subordinated Debt Securities of any series or to the property of the Company or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or
insolvency), the Trustee (irrespective of whether the principal of the Dated Subordinated Debt Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal (and premium, if any) or interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys and other property payable or deliverable on any such claims
and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator, examiner or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Dated Subordinated Debt Security to
make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.8. 
  

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 Subject to Article VIII and Section 9.2, nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of any Dated Subordinated Debt Security any plan of reorganization, arrangement, adjustment, or composition affecting any Dated Subordinated Debt Securities or the rights
of any Holder of any Dated Subordinated Debt Security or to authorize the Trustee to vote in respect of the claim of any such Holder in any such proceeding; provided that the Trustee may, on behalf of the Holders, vote for the election of a trustee
in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 
 The provisions of this Section 5.4
are subject to the provisions of Section 12.1. 
 Section 5.5 Trustee May Enforce Claims Without Possession of Dated
Subordinated Debt Securities. The provisions of this Section 5.5 are subject to the provisions of Section 12.1. All rights of action and claim under this Dated Subordinated Debt Securities Indenture or the Dated Subordinated Debt
Securities may be prosecuted and enforced by the Trustee without the possession of any of the Dated Subordinated Debt Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel (subject, with
regard to the Company, to the provisions of Section 12.1) be for the ratable benefit of the Holders of the Dated Subordinated Debt Securities in respect of which such judgment has been recovered. 
 Section 5.6 Application of Money Collected. Subject to the provisions of Section 12.1, any money collected by the Trustee pursuant to
this Article in respect of any series of Dated Subordinated Debt Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if
any) or interest, if any, upon presentation of such Dated Subordinated Debt Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
 FIRST: To the payment of all amounts due the Trustee under Section 6.8; 
 SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on such series of Dated
Subordinated Debt Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Dated Subordinated Debt Securities
for principal (and premium, if any) and interest, if any, respectively; and 
 THIRD: To the payment of the balance, if any, to the Company
or any other Person or Persons legally entitled thereto. 
 Section 5.7 Limitation on Suits. No Holder of any Dated Subordinated
Debt Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Dated Subordinated Debt Securities Indenture, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless 
  

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 (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to Dated Subordinated Debt Securities of the same series specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder; 
 (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of such series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder; 
 (c)
such Holder of a Dated Subordinated Debt Security has offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
 (d) the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;

 (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Dated Subordinated Debt Securities of such series; and 
 (f) in the case of a proceeding for
the winding-up of the Company in Ireland, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do; it being understood and intended that no one or
more Holders of Dated Subordinated Debt Securities of a particular series shall have any right in any manner whatever by virtue of, or by availing of any provision of this Dated Subordinated Debt Securities Indenture to affect, disturb or prejudice
the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any right under this Dated Subordinated Debt Securities Indenture, except in the manner
herein provided and for the equal and ratable benefit of all Holders of Dated Subordinated Debt Securities of such series. 
 Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. Notwithstanding any other provision in this Dated Subordinated Debt Securities Indenture, the Holder of any Dated Subordinated Debt
Security shall have the right, which is absolute and unconditional, to receive (subject to Section 5.2) payment of the principal of (and premium, if any) and interest, if any, on such Dated Subordinated Debt Security on the respective Stated
Maturities as expressed in such Dated Subordinated Debt Security (or, in the case of redemption, on or after the Redemption Date), and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder or holder. 
 Section 5.9 Restoration of Rights and Remedies. If the Trustee or any Holder of any Dated
Subordinated Debt Security has instituted any proceeding to enforce any right or remedy under this Dated Subordinated Debt Securities Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder or holder, then and in every such case, subject to any determination 

  

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in such proceeding, the Company, the Trustee and the Holders of Dated Subordinated Debt Securities shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders of Dated Subordinated Debt Securities shall continue as though no such proceeding had been instituted. 
 Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Dated Subordinated Debt Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Dated Subordinated Debt Securities is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Dated Subordinated Debt Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Dated Subordinated Debt Securities may
be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Dated Subordinated Debt Securities, as the case may be. 
 Section 5.12 Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Dated Subordinated Debt Securities of such series, provided that 
 (a) such direction shall not be in conflict with any rule of law or with this Dated Subordinated Debt Securities Indenture; 
 (b) such direction shall not be unjustly prejudicial to the Holders of any Dated Subordinated Debt Securities of such series not taking part in the
direction, as determined by the Trustee; and 
 (c) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. 
 Section 5.13 Waiver of Past Events of Default. The Holders of not less than a majority in
aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of any series may on behalf of the Holders of all the Dated Subordinated Debt Securities of such series waive any past Event of Default hereunder with respect to such
series and its consequences, except an Event of Default 
 (a) in the payment of the principal of (or premium, if any) or interest, if any on
any Dated Subordinated Debt Security of such series, or 
 (b) in respect of a covenant or provision hereof which under Article IX cannot be
modified or amended without the consent of the Holder of each Outstanding Dated Subordinated Debt Security of such series affected. 
  

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 Upon any such waiver, such Event of Default shall cease to exist, and any Event of Default with respect
to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Dated Subordinated Debt Securities Indenture, but no such waiver shall extend to any subsequent or other Event of Default or impair
any right consequent thereon. 
 Section 5.14 Undertaking for Costs. All parties to this Dated Subordinated Debt Securities
Indenture agree, and each Holder of any Dated Subordinated Debt Security by his or her acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Dated Subordinated Debt Securities Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Dated Subordinated Debt
Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Dated Subordinated Debt Security on or after the respective Stated Maturities
expressed in such Dated Subordinated Debt Security (or, in the case of redemption, on or after the Redemption Date). 
 Section 5.15
Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury,
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Dated Subordinated Debt Securities Indenture; and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such
law had been enacted. 
 ARTICLE VI 
 THE TRUSTEE 
 Section 6.1 Certain Duties and Responsibilities. The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Dated Subordinated Debt Securities Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. Whether or not therein expressly so provided, every provision of this Dated Subordinated Debt Securities Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section. 
  

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 Section 6.2 Duties of the Trustee 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. 
 (b) Except during the continuance of an Event of Default: 
  

	 	(i)	The Trustee need perform only those duties that are specifically set forth in this Indenture and no others. 

  

	 	(ii)	In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.


 Section 6.3 Notice of Defaults. Within 90 days after the occurrence of any Event of Default hereunder with
respect to Dated Subordinated Debt Securities of any series, the Trustee shall transmit in the manner and to the extent provided in Section 1.7 to Holders of Dated Subordinated Debt Securities of such series notice of such Event of Default
hereunder actually known to the Trustee, unless such Event of Default shall have been cured or waived before the mailing or publication of such notice; provided, however, that except in the case of an Event of Default in the payment of the
principal of (or premium if any) or interest, if any, on any Dated Subordinated Debt Securities of such series, the Trustee shall be fully protected in withholding such notice if and so long as the executive committee or a trust committee of
directors or Responsible Officers of the Trustee determine in good faith that the withholding of such notice is in the interest of the Holders of Dated Subordinated Debt Securities of such series. 
 Section 6.4 Certain Rights of Trustee. Subject to the provisions of Section 6.1: 
 (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any
action or resolution of the Board of Directors of the Company shall be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the
administration of this Dated Subordinated Debt Securities Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; 
  

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 (d) the Trustee may consult with counsel of its selection and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Dated Subordinated Debt Securities Indenture at
the request or direction of any of the Holders pursuant to this Dated Subordinated Debt Securities Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction; 
 (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at a reasonable cost to the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation; provided that the Trustee shall not be entitled to such information which the Company is prevented from disclosing as a matter of law or contract; 
 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent (other than an officer or employee of the Trustee) or attorney appointed with due care by it hereunder; 
 (h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Dated Subordinated Debt Securities Indenture;

 (i) the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Dated Subordinated Debt Securities and this Dated
Subordinated Debt Securities Indenture; 
 (j) the Trustee may request that the Company deliver an Officer’s Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Dated Subordinated Debt Securities Indenture, which Officer’s Certificate may be signed by any person authorized to sign an
Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and 
 (k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder. 
 Section 6.5 Not Responsible for Recitals or Issuance of Dated Subordinated Debt Securities. The recitals contained
herein and in the Dated Subordinated Debt Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the 

  

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Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Dated Subordinated Debt Securities Indenture or of the Dated Subordinated Debt Securities, except that the Trustee represents and warrants that it has duly authorized, executed and delivered this Dated
Subordinated Debt Securities Indenture. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Dated Subordinated Debt Securities or the proceeds thereof. 
 Section 6.6 May Hold Dated Subordinated Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Dated Subordinated
Debt Security Registrar and any Calculation Agent or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Dated Subordinated Debt Securities and, subject to Section 6.9 and
Section 6.14, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Dated Subordinated Debt Security Registrar, Calculation Agent or such other agent. However, the
Trustee is subject to Section 310(b) and Section 311 of the Trust Indenture Act. 
 Section 6.7 Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in
writing with the Company. 
 Section 6.8 Compensation and Reimbursement. The Company agrees 
 (a) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as agreed in writing by the Company 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); 
 (b)
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Dated Subordinated Debt
Securities Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
 (c) to indemnify the Trustee or any predecessor Trustee and their respective officers, directors, employees and agents for, and to hold them harmless
against, any loss, damage, claims, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses
of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder but excluding any tax liabilities of the Trustee based upon, measured by or determined by the income of
the Trustee. 
 The provisions of this Section 6.8(c) shall survive termination of this Dated Subordinated Debt Securities Indenture or
the resignation or removal of the Trustee. 
 The Trustee shall notify the Company in writing of the commencement of any action or claim in
respect of which indemnification may be sought promptly after the Trustee becomes aware of such commencement (provided that the failure to make such notification 

  

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shall not affect the Trustee’s rights hereunder) and the Company shall be entitled to participate in, and to the extent it shall wish, to assume the
defense thereof, including the employment of counsel reasonably satisfactory to the Trustee; provided, however, that the Trustee shall be entitled to separate counsel and the Company shall pay the fees and expenses of such counsel if, and
only if, a conflict of interest arises or exists between the Company and the Trustee. The Trustee shall not compromise or settle any such action or claim without the written consent of the Company, which consent shall not be unreasonably withheld.

 As security for the performance of the obligations of the Company under this Section, the Trustee shall have a senior claim, to which the
Dated Subordinated Debt Securities are hereby made subordinate, upon all property of funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on the Dated
Subordinated Debt Securities. 
 Section 6.9 Disqualification; Conflicting Interests. If the Trustee has or shall acquire a
conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Dated Subordinated Debt Securities Indenture. 
 Section 6.10 Corporate Trustee Required; Eligibility. This Dated
Subordinated Debt Securities Indenture shall at all times have a Trustee who satisfies the requirements of the Trust Indenture Act Section 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000, as set forth in
its most recent published annual report of condition. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article. 
 Section 6.11 Resignation and Removal; Appointment of Successor. 
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.12. 
 (b) The Trustee
may resign at any time with respect to the Dated Subordinated Debt Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have
been delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Dated
Subordinated Debt Securities of such series. 
 (c) The Trustee may be removed at any time with respect to the Dated Subordinated Debt
Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Dated Subordinated Debt Securities of such series delivered to the Trustee and to the Company. 
 (d) If at any time: 
  

	 	(i)	the Trustee shall fail to comply with Section 6.9 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Dated Subordinated Debt
Security of the series as to which the Trustee has a conflicting interest for at least six (6) months, or 

  

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	 	(ii)	the Trustee shall cease to be eligible under Section 6.10 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide
Holder of a Dated Subordinated Debt Security for at least six (6) months, or 

  

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

 then, in any such case, (x) the Company by a Board Resolution may remove the Trustee with respect to any or all series of Dated Subordinated Debt Securities or (y) subject to Section 5.14, any Holder
who has been a bona fide Holder of a Dated Subordinated Debt Security for at least six (6) months (and, in the case of subparagraph (d)(i) above, who is a Holder of a Dated Subordinated Debt Security of the series as to which the Trustee has a
conflicting interest) may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Dated Subordinated Debt Securities and the appointment of a successor
Trustee or Trustees. 
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office
of Trustee for any cause, with respect to the Dated Subordinated Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Dated Subordinated Debt Securities
of such series (it being understood that any successor Trustee may be appointed with respect to the Dated Subordinated Debt Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Dated
Subordinated Debt Securities of any particular series), and shall comply with the applicable requirements of Section 6.12. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Dated Subordinated Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Dated Subordinated Debt Securities of such series delivered to the Company and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.12, become the successor Trustee with respect to the Dated
Subordinated Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Dated Subordinated Debt Securities of any series shall have been so appointed by the
Company or the Holders of Dated Subordinated Debt Securities of such series and accepted appointment in the manner hereinafter required by Section 6.12, any Holder who has been a bona fide Holder of a Dated Subordinated Debt Security of such
series for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Dated Subordinated Debt Securities of
such series. 
  

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 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the
Dated Subordinated Debt Securities of any series and each appointment of a successor Trustee with respect to the Dated Subordinated Debt Securities of any series in the manner and to the extent provided in Section 1.7. Each notice shall include
the name of the successor Trustee with respect to the Dated Subordinated Debt Securities of such series and the address of its Corporate Trust Office. 
 (g) If the instrument of acceptance by a successor Trustee required by Section 6.12 shall not have been delivered to the Trustee within sixty (60) days after giving of a notice of removal of the Trustee, the
Trustee being removed may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Dated Subordinated Debt Securities of such series. 
 Section 6.12 Acceptance of Appointment by Successor. 
 (a) In case of the appointment hereunder of a successor Trustee with respect to all Dated Subordinated Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company
and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee, all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 
 (b) In case of the appointment hereunder of a successor Trustee with respect to the Dated Subordinated Debt Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with respect to the Dated Subordinated Debt Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Dated Subordinated Debt Securities of such series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Dated Subordinated Debt Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Dated Subordinated Debt Securities of such series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Dated Subordinated Debt Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Dated Subordinated Debt Securities of such
series to which the appointment of such successor Trustee relates; but, on 

  

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request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Dated Subordinated Debt Securities of such series to which the appointment of such successor Trustee relates. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 
 Section 6.13 Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Dated Subordinated Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Dated Subordinated Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Dated Subordinated Debt Securities. 
 Section 6.14 Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Dated Subordinated Debt Securities of a series), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 
 Section 6.15 Appointment of Authenticating Agent. The Trustee may at any time appoint an Authenticating Agent or Agents with respect to one
or more series of Dated Subordinated Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Dated Subordinated Debt Securities of such series upon original issue, or issued upon exchange, registration of transfer
or partial redemption thereof or in lieu of destroyed, lost or stolen Dated Subordinated Debt Securities, and Dated Subordinated Debt Securities so authenticated shall be entitled to the benefits of this Dated Subordinated Debt Securities Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Dated Subordinated Debt Securities Indenture to the authentication and delivery of Dated Subordinated Debt Securities
by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or national banking association organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State or District of
Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, 

  

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then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section. 
 Any corporation or national banking association into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation or national
banking association succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation or national banking association shall be otherwise eligible under
this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent
and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and shall give notice to the Holders of Dated Subordinated Debt Securities in the manner and to the extent provided in Section 1.7. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section. 
 The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section. 
 If an appointment with respect to one or more series is made pursuant to this Section,
the Dated Subordinated Debt Securities of such series may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 
  

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 CERTIFICATE OF AUTHENTICATION 
 This is one of the Dated Subordinated Debt Securities of the series designated herein referred to in the within-mentioned Dated Subordinated Debt
Securities Indenture. 
  

					
	Dated:	 	  
	 	

  

			
	 THE BANK OF NEW YORK,
 as Trustee

		
	 By:
	 	  

		 	as Authenticating Agent
		
	 By:
	 	  

		 	Authorized Signatory


 If all of the Dated Subordinated Debt Securities of a series are not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating Dated Subordinated Debt Securities upon original issuance located in a Place of Payment where the Company wishes to have Dated Subordinated Debt Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 1.3 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the Company with respect of such series of Dated Subordinated Debt Securities. 
 Section 6.16 Trustee’s Application for Instructions from the Company. The Trustee may request from the Company by written application to the Chief Executive Officer, the Finance Director, the
Treasurer, the Chief Accounting Officer, the Chief Financial Controller (or, in each case, any officer with similar title and status) for written instructions with respect to any matter arising in connection with the Trustee’s duties under this
Dated Subordinated Debt Securities Indenture. Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Dated
Subordinated Debt Securities Indenture and the date on or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal
included in such application on or after the date specified in such application (which date shall not be less than five (5) Business Days after the date any such officer of the Company actually receives such application, unless any such officer
shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the
action to be taken or omitted. 
 In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage
of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. 
 In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, 

  

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loss or malfunctions of utilities, communications or computer (software and hardware) services, government action, including any laws, ordinances,
regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Agreement. 
  

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 ARTICLE VII 
 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 Section 7.1 Company to Furnish Trustee
Names and Addresses of Holders. The Company, with respect to any series of Dated Subordinated Debt Securities, will furnish or cause to be furnished to the Trustee 
 (a) not more than fifteen (15) days after each Regular Record Date (or after each of the dates to be specified for such purpose for non-interest bearing Dated Subordinated Debt Securities and Dated Subordinated
Debt Securities on which interest is paid less frequently than quarterly as contemplated by Section 3.1), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of registered Dated Subordinated
Debt Securities as of such Regular Record Date or such specified date, and 
 (b) at such other times as the Trustee may request in writing,
within thirty (30) days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than fifteen (15) days prior to the time such list is furnished. 
 The Company need not furnish or cause to be furnished to the Trustee pursuant to this Section 7.1 the names and addresses of Holders of registered
Dated Subordinated Debt Securities so long as the Trustee acts as Dated Subordinated Debt Security Registrar with respect to such series of Dated Subordinated Debt Securities. 
 Section 7.2 Preservation of Information; Communications to Holders. 
 (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and (ii) received by the Trustee in its capacity as Paying Agent or Dated Subordinated Debt Security Registrar (if so acting). The Trustee may destroy any list furnished to it
as provided in Section 7.1 upon receipt of a new list so furnished. 
 (b) The rights of the Holders of Dated Subordinated Debt
Securities of any series to communicate with other Holders with respect to their rights under this Dated Subordinated Debt Securities Indenture or under the Dated Subordinated Debt Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act. 
 (c) Every Holder, by receiving and holding a Dated Subordinated Debt Security,
agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance
with Section 7.2(b). 
 Section 7.3 Reports by Trustee. 
 (a) On or before June 1 in each year following the date hereof, so long as any Dated Subordinated Debt Securities are Outstanding hereunder, the
Trustee shall transmit to Holders as provided in the Trust Indenture Act a brief report dated as of such date as required by and in compliance with the Trust Indenture Act. 
  

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 (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each securities exchange upon which the Trustee has been notified that the Dated Subordinated Debt Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when Dated Subordinated Debt
Securities are listed on any securities exchange or are delisted therefrom. 
 (c) The Company will furnish the Trustee with interim and
annual reports. In addition, the Company will furnish the Trustee with all notices of meetings at which Holders of Dated Subordinated Debt Securities of a particular series are entitled to vote, and all other reports and communications that are made
generally available to Holders of Dated Subordinated Debt Securities. The Trustee will, at the Company’s expense, make such notices, reports and communications available for inspection by Holders of Dated Subordinated Debt Securities in such
manner as the Company may determine and, in the case of any notice received by the Trustee in respect of any meeting at which Holders of Dated Subordinated Debt Securities of a particular series are entitled to vote, will mail to all such record
Holders of Dated Subordinated Debt Securities, at the Company’s expense, a notice containing a summary of the information set forth in such notice of meeting. 
 Section 7.4 Reports by Company. The Company shall: 
 (a) file with the Trustee, within
fifteen (15) days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may
from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and
regulations; 
 (b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Dated Subordinated Debt Securities Indenture as may be required from time to time by such rules and
regulations; and 
 (c) transmit to Holders, in the manner and to the extent required by the Trust Indenture Act, within thirty
(30) days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission. 
 Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of
its covenants hereunder. 
  

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 ARTICLE VIII 
 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 
 Section 8.1 Company May Consolidate, etc.
Only on Certain Terms. The Company may, without the consent of Holders of any Dated Subordinated Debt Securities of any series Outstanding under this Dated Subordinated Debt Securities Indenture, consolidate or amalgamate with or merge into any
other corporation or convey or transfer or lease its properties and assets substantially as an entirety to any Person, provided that: 
 (a) the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer or which leases the properties and assets of the Company substantially as an entirety
(i) shall be entitled to carry on the business of a bank, and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of (and premium, if any) and interest, if any, on all the Dated Subordinated Debt Securities in accordance with the provisions of such Dated Subordinated Debt Securities and this Dated Subordinated Debt Securities Indenture
and the performance or observance of every covenant of this Dated Subordinated Debt Securities Indenture on the part of the Company to be performed or observed; 
 (b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary thereof as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing; and 
 (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation,
merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
 Section 8.2 Successor Person Substituted. Upon any consolidation, amalgamation or merger or any conveyance or transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance with Section 8.1, the successor Person formed by such consolidation or amalgamation or into which the Company is merged or the Person to which such conveyance or
transfer is made shall succeed to and be substituted for, and may exercise every right and power of, the Company under this Dated Subordinated Debt Securities Indenture with the same effect as if such successor Person had been named as the Company
herein, and thereafter, the predecessor Person shall be relieved of all obligations and covenants under this Dated Subordinated Debt Securities Indenture and the Dated Subordinated Debt Securities. 
 Section 8.3 Assumption of Obligations. With respect to the Dated Subordinated Debt Securities of any series, a wholly-owned Subsidiary of the
Company (a “successor entity”) may without the consent of any Holder assume the obligations of the Company (or any Person which shall have previously assumed the obligations of the Company) for the due and punctual payment of the principal
of (and premium, if any) and interest, if any, on any series of Dated Subordinated Debt Securities in accordance with the provisions of such Dated 

  

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Subordinated Debt Securities and this Dated Subordinated Debt Securities Indenture and the performance of every covenant of this Dated Subordinated Debt
Securities Indenture and such series of Dated Subordinated Debt Securities on the part of the Company to be performed or observed, provided that: 
 (a) the successor entity shall expressly assume such obligations by an amendment to the Dated Subordinated Debt Securities Indenture, executed by the Company and such successor entity, if applicable, and delivered to
the Trustee, in form satisfactory to the Trustee, and the Company shall, by amendment to the Dated Subordinated Debt Securities Indenture, irrevocably guarantee (such guarantee to be given on a subordinated basis consistent with Article XII hereof)
all of the obligations of such successor entity under the Dated Subordinated Debt Securities of such series and the Dated Subordinated Debt Securities Indenture as so modified by such amendment (provided, however, that, for the purposes of
the Company’s obligation to pay Additional Amounts, if any, payable pursuant to Section 10.4 in respect of the Dated Subordinated Debt Securities, references to such successor entity’s country of organization will be added to
references to Ireland); 
 (b) such successor entity shall confirm in such amendment to the Dated Subordinated Debt Securities Indenture that
such successor entity will pay all Additional Amounts, if any, payable pursuant to Section 10.4 in respect of all the Dated Subordinated Debt Securities (provided, however, that for these purposes such successor entity’s country of
organization will be substituted for the references to Ireland); 
 (c) immediately after giving effect to such assumption of obligations, no
Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and 
 (d) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption complies with this Article and that all conditions precedent herein provided for
relating to such assumption have been complied with. 
 Upon any such assumption, the successor entity shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Dated Subordinated Debt Securities Indenture with respect to any such Dated Subordinated Debt Securities with the same effect as if such successor entity had been named as the
Company in this Dated Subordinated Debt Securities Indenture, and the Company or any legal and valid successor corporation which shall theretofore have become such in the manner prescribed herein, shall be released from all liability as obligor upon
any such Dated Subordinated Debt Securities except as provided in clause (a) of this Section. 
 In the event of any such assumption,
any Additional Amounts, if any, payable pursuant to Section 10.4 will be payable in respect of Taxes imposed by the jurisdiction in which the successor entity is organized (subject to exceptions equivalent to those that apply to any obligation
to pay Additional Amounts in respect of Taxes imposed by any Taxing Jurisdiction) rather than Taxes imposed by any Taxing Jurisdiction; provided, however, that if the Company makes payment under the guarantee, the Company shall be required to
pay Additional Amounts related to Taxes (subject to the exceptions set forth in Section 10.4) imposed by any Taxing Jurisdiction by reason of such payments. 
  

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 ARTICLE IX 
 SUPPLEMENTAL INDENTURES 
 Section 9.1 Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes: 
 (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the
covenants of the Company herein and in the Dated Subordinated Debt Securities, to the extent otherwise permitted under this Dated Subordinated Debt Securities Indenture or any supplement hereto; or 
 (b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Dated Subordinated Debt Securities (and, if such
covenants are to be for the benefit of less than all series of Dated Subordinated Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred
upon the Company; or 
 (c) to add any additional Events of Default for the benefit of the Holders of all or any series of Dated Subordinated
Debt Securities (and, if such additional Events of Default are to be for the benefit of less than all series of Dated Subordinated Debt Securities, stating that such additional Events of Default are expressly being included solely for the benefit of
such series); or 
 (d) to add to, change or eliminate any of the provisions of this Dated Subordinated Debt Securities Indenture or any
supplemental indenture, provided that any such addition, change or elimination (i) shall neither (A) apply to any Dated Subordinated Debt Security of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Dated Subordinated Debt Security with respect to such provision or (ii) shall become effective only when there is no such Dated Subordinated Debt
Security Outstanding; or 
 (e) to secure the Dated Subordinated Debt Securities; or 
 (f) to establish the form or terms of Dated Subordinated Debt Securities of any series as permitted by Section 2.1 and Section 3.1; or

 (g) to change any Place of Payment, so long as the Place of Payment as required by Section 3.1 is maintained; or 
 (h) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in
any supplemental indenture, provided that such action shall not adversely affect the interests of the Holders of Dated Subordinated Debt Securities of any series in any material respect; or 
 (i) to make any other provisions with respect to matters or questions arising under this Dated Subordinated Debt Securities Indenture, provided such
action shall not adversely affect the interests of the Holders of Dated Subordinated Debt Securities of any series in any material respect; or 
  

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 (j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Dated Subordinated Debt Securities of one or more series and to add to or change any of the provisions of this Dated Subordinated Debt Securities Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.12(b); or 
 (k) to change or eliminate any
provision of this Dated Subordinated Debt Securities Indenture as permitted by Section 1.8. 
 Section 9.2 Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than 662/3% in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of each series affected by such supplemental Dated
Subordinated Debt Securities Indenture (voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Dated Subordinated Debt Securities Indenture or of modifying in any manner the rights of the Holders of Dated Subordinated Debt
Securities of such series under this Dated Subordinated Debt Securities Indenture; provided, however, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Dated Subordinated Debt Security affected
thereby, 
 (a) change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Dated Subordinated
Debt Security, or reduce the principal amount thereof, or the rate of interest, if any, thereon, or any premium payable upon the redemption thereof, or reduce the amount of principal of an Original Issue Discount Security that would be due and
payable upon an acceleration of the Maturity thereof pursuant to Section 5.2, or change the obligation of the Company (or its successor) to pay Additional Amounts pursuant to Section 10.4 (except as contemplated by Section 8.1(a) and
permitted by Section 9.1(a)) on the Dated Subordinated Debt Securities, or change any Place of Payment where, or the currency in which the principal amount of (and premium, if any) or interest on, any such Dated Subordinated Debt Security is
payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or 
 (b) reduce the percentage in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Dated Subordinated Debt Securities Indenture or of certain defaults hereunder and their
consequences) provided for in this Dated Subordinated Debt Securities Indenture; or 
 (c) change any obligation of the Company to maintain
an office or agency in the places and for the purposes specified in Section 10.2; or 
 (d) modify any of the provisions of this
Section 9.2 or Section 5.13 except to increase any such percentage or to provide that certain other provisions of this Dated Subordinated Debt Securities Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Dated Subordinated Debt Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with 

  

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respect to changes in the references to the “Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with
the requirements of Section 6.12(b) and Section 9.1(j); or 
 (e) change in any manner adverse to the interests of the Holders of
any Dated Subordinated Debt Securities the subordination provisions of the Dated Subordinated Debt Securities or the terms and conditions of the obligations of the Company in respect of the due and punctual payment of any amounts due and payable on
the Dated Subordinated Debt Securities. 
 It shall not be necessary for any Act of Holders under this Section to approve the particular form
of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 A supplemental
indenture which changes or eliminates any covenant or other provision of this Dated Subordinated Debt Securities Indenture which has expressly been included solely for the benefit of one or more particular series of Dated Subordinated Debt
Securities, or which modifies the rights of the Holders of Dated Subordinated Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Dated Subordinated Debt Securities
Indenture of the Holders of Dated Subordinated Debt Securities of any other series. 
 Section 9.3 Execution of Supplemental
Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Dated Subordinated Debt Securities Indenture, the Trustee
shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Dated Subordinated Debt
Securities Indenture. The Trustee may, but shall not be obliged to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Dated Subordinated Debt Securities Indenture or otherwise.

 Section 9.4 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Dated
Subordinated Debt Securities Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Dated Subordinated Debt Securities Indenture for all purposes; and every Holder of Dated Subordinated Debt
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except as otherwise expressed therein. 
 Section 9.5 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
 Section 9.6 Reference in Dated Subordinated Debt Securities to Supplemental Indentures. Dated Subordinated Debt Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Dated Subordinated Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the
Company and such Dated Subordinated Debt Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Dated Subordinated Debt Securities of such series. 
  

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 ARTICLE X 
 COVENANTS 
 Section 10.1 Payment of Principal, Premium, and Interest. The Company
covenants and agrees for the benefit of each series of Dated Subordinated Debt Securities that it will (subject to Section 3.7 and 12.1) duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Dated
Subordinated Debt Securities of that series when due and payable in accordance with the terms of the Dated Subordinated Debt Securities and this Dated Subordinated Debt Securities Indenture. 
 Section 10.2 Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Dated Subordinated Debt
Securities an office or agency where Dated Subordinated Debt Securities of that series may be presented or surrendered for payment, where Dated Subordinated Debt Securities of that series may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Company in respect of the Dated Subordinated Debt Securities of that series and this Dated Subordinated Debt Securities Indenture may be served; provided, however, that at the option of the Company
in the case of registered Dated Subordinated Debt Securities of such series, payment of any interest thereon may be made by check mailed to the address of the Person entitled herein as such address shall appear in the Dated Subordinated Debt
Security Register, unless such person requests payment by wire transfer pursuant to Section 3.7. With respect to the Dated Subordinated Debt Securities of any series, such office or agency in each Place of Payment shall be specified as
contemplated by Section 3.1, and if not so specified, initially shall be the Corporate Trust Office of the Trustee. Unless otherwise specified pursuant to Section 3.1, the Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where notices and demands to or upon the Company in respect of Dated Subordinated Debt Securities of any series and this Dated Subordinated Debt Securities Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. 
 The Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York)
where the Dated Subordinated Debt Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of any obligation to maintain an office or agency in each Place of Payment (except as otherwise indicated in this Section) for Dated Subordinated Debt Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
 Section 10.3 Money for Payments to Be Held in Trust. If the Company shall at any time act as Paying Agent with respect to the Dated Subordinated Debt Securities of any series it will, on or before each due
date for payment of the principal of (and premium, if any) or 

  

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interest, if any, on any of the Dated Subordinated Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto in accordance with the provisions of this Dated Subordinated Debt Securities Indenture a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act. 
 Whenever the Company shall have
one or more Paying Agents for any series of Dated Subordinated Debt Securities, it will, prior to each due date for payment of the principal of (and premium, if any) or interest, if any, on any Dated Subordinated Debt Securities of that series,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest in accordance
with the provisions of this Dated Subordinated Debt Securities Indenture, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or its failure so to act. The Company will cause each Paying Agent for
any series of Dated Subordinated Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent
will: 
 (a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and hold all sums held by it for the
payment of the principal of (and premium, if any) or interest, if any, on Dated Subordinated Debt Securities of that series in trust for the benefit of the Persons entitled thereto in accordance with the provisions of this Dated Subordinated Debt
Securities Indenture until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
 (b) give the Trustee
timely notice of any default by the Company (or any other obligor upon the Dated Subordinated Debt Securities of that series) in the making of any payment, when due and payable, or principal of (and premium, if any) or interest, if any, on Dated
Subordinated Debt Securities of that series; and 
 (c) at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
 The Company may at the time, for the purpose of
obtaining the satisfaction and discharge of this Dated Subordinated Debt Securities Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee such Paying Agent shall be released from all
further liability with respect to such money. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest, if any, on any Dated Subordinated Debt Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest, if any, have
become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Dated Subordinated Debt Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment 

  

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thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published, at least once, in an Authorized Newspaper, notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Company. 
 Section 10.4 Additional Amounts. Unless otherwise specified in any Board Resolution establishing the terms of Dated Subordinated Debt
Securities of a series in accordance with Section 3.1, any amounts to be paid by the Company on any series of Dated Subordinated Debt Securities will be paid without deduction or withholding for, or on account of, any and all present or future
taxes, duties, assessments or governmental charges (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of Ireland (the “Taxing Jurisdiction”), unless such deduction or withholding is
required by law. If any such Taxes shall at any time be required by the Taxing Jurisdiction to be deducted or withheld, the Company will pay such additional amounts of, or in respect of, the principal of (and premium, if any) and interest on such
series of Dated Subordinated Debt Securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of such series of Dated Subordinated Debt Securities, after such deduction or withholding, shall
equal the respective amounts of principal (and premium, if any) and interest, if any, which would have been payable in respect of such series of Dated Subordinated Debt Securities had no such deduction or withholding been required, provided that the
foregoing will not apply to any such Taxes that would not have been payable or due but for the fact that (i) the Holder or the beneficial owner of the Dated Subordinated Debt Securities is a domiciliary, national or resident of, or engages in
business or maintains a permanent establishment or is physically present in, the Taxing Jurisdiction thus requiring such deduction or withholding of Taxes, or otherwise has some connection with the Taxing Jurisdiction other than the holding or
ownership of the relevant Dated Subordinated Debt Securities, or the collection of any payment of (or in respect of) principal of (and premium, if any) or any interest on, any Dated Subordinated Debt Securities of the relevant series,
(ii) except in the case of a winding-up of the Company in Ireland the relevant Dated Subordinated Debt Securities are presented for payment in Ireland, (iii) the relevant Dated Subordinated Debt Securities are presented for payment more
than thirty (30) days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting the same for payment at the close of such
30-day period, (iv) the Holder or the beneficial owner of the relevant Dated Subordinated Debt Securities or the beneficial owner of any payment of (or in respect of) principal of (and premium, if any) or any interest on such Dated Subordinated
Debt Securities failed to make any necessary claim or to comply with any certification, identification or other requirements concerning the nationality, residence, identity or connection with the taxing jurisdiction of such Holder or beneficial
owner, if such claim or compliance is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or exemption from such Taxes, (v) such Taxes are imposed on a payment to an individual
and are required to be made pursuant to the Directive on the Taxation of Savings 2003/48/EC (the “Directive”) adopted by the Council of the European Union (the “Council”) on June 3, 2003, or any law implementing or complying
with, or introduced in order to conform to, such Directive, (vi) the relevant Dated Subordinated Debt Securities are presented for payment by or on behalf of a Holder who would have been able to avoid such Taxes by presenting the relevant Dated
Subordinated 

  

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Debt Securities to another Paying Agent in a member state of the European Union or elsewhere or (vii) if such Taxes would not have been so imposed, or
would have been excluded pursuant to clauses (i) through (vi) above inclusive, if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Dated Subordinated Debt Securities had been the Holder of such Dated
Subordinated Debt Securities. Whenever in this Dated Subordinated Debt Securities Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or any interest if any, on or in respect of any Dated Subordinated
Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. 
 Section 10.5 Corporate Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence. 
 Section 10.6 Statement as to Compliance. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year, a certificate in compliance with Section 314(a)(4) of the Trust Indenture Act. 
 ARTICLE XI 
 REDEMPTION OF DATED SUBORDINATED DEBT SECURITIES 
 Section 11.1 Applicability of Article. Dated Subordinated Debt Securities of any series shall be redeemable in accordance with their terms
and (except as otherwise specified pursuant to Section 3.1 for Dated Subordinated Debt Securities of any series) in accordance with this Article. 
 Section 11.2 Election to Redeem; Notice to Trustee. Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Dated Subordinated Debt Securities, the election of the
Company to redeem any Dated Subordinated Debt Securities shall be evidenced by a Board Resolution. The Company shall, at least sixty (60) days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Dated Subordinated Debt Securities of such series to be redeemed. In the case of any redemption of Dated Subordinated Debt Securities of any series prior to the
expiration of any provision restricting such redemption provided in the terms of such Dated Subordinated Debt Securities or elsewhere in this Dated Subordinated Debt Securities Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with or waiver of such provision. 
 Section 11.3 Selection by Trustee of Dated Subordinated Debt
Securities to Be Redeemed. If less than all the Dated Subordinated Debt Securities of any series are to be redeemed, the particular Dated Subordinated Debt Securities to be redeemed shall be selected not more than forty-five (45) days nor
less than thirty (30) days prior to the Redemption Date by the Trustee, from the Outstanding Dated Subordinated Debt Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for registered Dated Subordinated Debt Securities of that 

  

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series or any multiple thereof) of the principal amount of Dated Subordinated Debt Securities of such series of a denomination larger than the minimum
authorized denomination for Dated Subordinated Debt Securities of that series. 
 The Trustee shall promptly notify the Company in writing of
the Dated Subordinated Debt Securities selected for redemption and, in the case of any Dated Subordinated Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this Dated Subordinated Debt Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption
of Dated Subordinated Debt Securities shall relate in the case of any Dated Subordinated Debt Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such registered Dated Subordinated Debt Security which has
been or is to be redeemed. 
 Section 11.4 Notice of Redemption. Unless otherwise provided as contemplated by Section 3.1
with respect to any series of Dated Subordinated Debt Securities, notice of redemption shall be given not less than thirty (30) nor more than forty-five (45) days prior to the Redemption Date to each Holder of Dated Subordinated Debt
Securities to be redeemed in the manner and to the extent provided in Section 1.7. 
 All notices of redemption shall state: 

(a) the Redemption Date, 
 (b) the
Redemption Price, 
 (c) if less than all the Outstanding Dated Subordinated Debt Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of the Dated Subordinated Debt Securities to be redeemed, 
 (d) that on the Redemption Date the Redemption Price will become due and payable upon each such Dated Subordinated Debt Security to be redeemed and, if applicable, that interest thereon will cease to accrue on or after the said date,

 (e) the place or places where such Dated Subordinated Debt Securities are to be surrendered for payment of the Redemption Price, and

 (f) the CUSIP number or numbers, if any, with respect to such Dated Subordinated Debt Securities. 
 Notice of redemption of Dated Subordinated Debt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the
Company’s Request, by the Trustee in the name and at the expense of the Company. 
 Section 11.5 Deposit of Redemption
Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest on, all the Dated Subordinated Debt Securities which are to be redeemed on that date. 
  

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 Section 11.6 Dated Subordinated Debt Securities Payable on Redemption Date. Notice of
redemption having been given as provided in Section 11.4, the Dated Subordinated Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Dated Subordinated Debt Securities shall cease to accrue interest. Upon surrender of any such Dated Subordinated Debt Security for redemption
in accordance with said notice, such Dated Subordinated Debt Security shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest to the Redemption Date; provided, however, that with respect to any Dated
Subordinated Debt Securities, unless otherwise specified as contemplated by Section 3.1, a payment of interest which is payable on a Interest Payment Date which is on or before the Redemption Date, shall be payable to the Holders of such Dated
Subordinated Debt Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular or Special Record Date according to the terms of the Dated Subordinated Debt Securities and the provisions of
Section 3.7. 
 If any Dated Subordinated Debt Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from and after the Redemption Date in accordance with the terms of such Dated Subordinated Debt Security and the provisions of Section 3.7. 
 Section 11.7 Dated Subordinated Debt Securities Redeemed in Part. Any Dated Subordinated Debt Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, only in the case of Dated Subordinated Debt Securities, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Dated Subordinated Debt Security without
service charge, a new Dated Subordinated Debt Security or Dated Subordinated Debt Securities of the same series of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Dated Subordinated Debt Security so surrendered. 
 Section 11.8 Optional Redemption Due to Changes
in Tax Treatment. Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Dated Subordinated Debt Securities, the Dated Subordinated Debt Securities of any series will be redeemable, as a whole or in part, at
the option of the Company upon not less than thirty (30) nor more than forty-five (45) days’ written notice to the Trustee and notice to the Holders in accordance with Section 11.4, on any Interest Payment Date (at a redemption
price equal to 100% of the principal amount of such Dated Subordinated Debt Securities together with any accrued but unpaid interest (if any) in respect of such Dated Subordinated Debt Securities to the date fixed for redemption (or, in the case of
Original Issue Discount Securities, such portion of the principal amount of such Original Issue Discount Securities as may be specified by the terms thereof)) if at any time the Company shall determine that as a result of a change in or amendment to
the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or a change in an official application or interpretation of such laws or regulations (including a decision of any court or
tribunal), which change or amendment becomes effective on or after the date specified pursuant to Section 3.1 relating to such series and, in the event that any successor entity has assumed the obligations of the Company, which change or
amendment becomes effective on or after the 

  

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date of such assumption of the Company’s obligations: (a) in making any payments of principal of (and premium, if any) interest, if any, on, or in
respect of, such series of Dated Subordinated Debt Securities, the Company or any such successor entity that has assumed the obligations of the Company has paid or will or would on the next Interest Payment Date be required to pay Additional Amounts
with respect thereto, or (b) the Company or any such successor entity would not be entitled to claim a deduction in respect of such payments in computing its taxation liabilities. In any case where the Company shall determine that as a result
of either this Section 11.8 or Section 11.9 it is entitled to redeem Dated Subordinated Debt Securities of any series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal
opinion of independent counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the Company is entitled to exercise its right of redemption under this Section 11.8 or Section 11.9.

 The successor entity that assumes the obligations of the Company pursuant to Section 8.3 shall also be entitled to redeem the Dated
Subordinated Debt Securities of relevant series in accordance with this Section 11.8 with respect to any change or amendment to, or change in the application or interpretation of the laws or regulations (including any treaty) of the successor
entity’s jurisdiction of incorporation which change or amendment occurs subsequent to the date of any such assumption. 
 Section 11.9 Optional Redemption Due to Issuance of Definitive Dated Subordinated Debt Securities. Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Dated Subordinated Debt Securities,
each series of Dated Subordinated Debt Securities shall be redeemable, as a whole or in part, at the option of the Company, on not less than thirty (30) nor more than forty-five (45) days’ written notice to the Trustee and notice to
the Holders in accordance with Section 11.4, on any Interest Payment Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of such Dated Subordinated Debt Securities to
the date fixed for redemption (or, in the case of Original Issue Discount Securities, such portion of the principal amount of such Original Issue Discount Securities as may be specified by the terms thereof, if the Company (or any successor entity)
shall be required pursuant to either Section 3.5(b)(ii)(A)(x) or Section 3.5(b)(ii)(A)(y) to exchange the Global Securities of such series for definitive Dated Subordinated Debt Securities and as a result the Company (or such successor
entity) is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts with respect thereto. In any case where the Company (or any successor entity) shall determine that as a result of being required to issue
definitive Dated Subordinated Debt Securities it is entitled to redeem the Dated Subordinated Debt Securities, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion of
independent counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the Company (or such successor entity) is entitled to exercise its right of redemption. 
 Section 11.10 Approval of Financial Regulator. Unless otherwise provided as contemplated by Section 3.1 with respect to any series of
Dated Subordinated Debt Securities, the Company shall not redeem or repurchase any Dated Subordinated Debt Securities without obtaining the prior written consent of the Financial Regulator, if required; provided, however, this
provision shall not apply in respect of any payments made at the Stated Maturity of any Dated Subordinated Debt Securities or upon a winding up of the Company. 
  

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 ARTICLE XII 
 SUBORDINATION OF DATED SUBORDINATED DEBT SECURITIES 
 Section 12.1 Dated Subordinated Debt
Securities Subordinate to Claims of Senior Creditors. 
 (a) The Company covenants and agrees, and each Holder of Dated Subordinated Debt
Securities of each series, by his or her acceptance thereof, likewise covenants and agrees, that to the extent and in the manner hereinafter set forth in this Article XII, the Dated Subordinated Debt Securities of such series and the payment of the
principal of (and premium, if any) and interest, if any, on each and all of the Dated Subordinated Debt Securities of such series are hereby expressly made subordinate and constitute subordinated obligations of the Company insofar as that in any
Insolvency Proceeding relating to the Company the rights of each Holder of Dated Subordinated Debt Securities of such series are to be postponed to the claims of the Senior Creditors. Accordingly, no amount will be payable to the Holders of the
Dated Subordinated Debt Securities of such series until the claims of the Senior Creditors have been satisfied or provided for in full. Any amounts in respect of the Dated Subordinated Debt Securities of such series paid to the Trustee in the course
of an Insolvency Proceeding relating to the Company will be held by the Trustee subject to paragraph (b) below. 
 (b) The Dated
Subordinated Debt Securities will constitute the Company’s direct, unsecured and subordinated obligations and rank equally without any preference among themselves. The claims of Holders of Dated Subordinated Debt Securities will be
subordinated, in the event of an Insolvency Proceeding relating to the Company, in right of payment to the claims of the Company’s Senior Creditors so that amounts due and payable under the Dated Subordinated Debt Securities shall be due and
payable by the Company in the event of such Insolvency Proceeding if, and only to the extent that, the Company could make payment on the Dated Subordinated Debt Securities rateably with the claims of all of the Company’s other creditors ranking
equally with the Dated Subordinated Debt Securities and remain solvent immediately after such payment. For this purpose, the Company shall be considered to be solvent if it is able to pay its debts to Senior Creditors in full. 
 (c) The provisions of this Section shall not be applicable to any amounts of principal (and premium, if any) and interest, if any, in respect of any of
the Dated Subordinated Debt Securities of any series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust; provided, however, that at the time of such
deposit or setting aside, and immediately thereafter, the foregoing provisions of this Section are complied with. 
  

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 (d) Each Holder of Dated Subordinated Debt Securities of any series, by the acceptance thereof, agrees
to and shall be bound by the provisions of this Section and irrevocably authorizes the liquidator other person distributing the assets of the Company or the proceeds in connection with an Insolvency Proceeding relating to it to perform on behalf of
such Holder or holder the subordination trusts set forth in this Section in the event that such Holder or holder shall assert a claim for payment under any of the Dated Subordinated Debt Securities directly to the liquidator or other such person and
not through the Trustee, and to file any claims and take all such action, in the name of such Holder or holder or otherwise, as the liquidator or other such person may determine to be necessary or appropriate for the enforcement of the subordination
provisions, and each Holder or holder will also execute and deliver such further instruments confirming such authorization and such powers of attorney, proofs of claim, assignments of claim and other instruments as may be requested by the liquidator
or other such person or as required by law in order to enable the liquidator or other such person to give effect to or enforce any and all claims upon or in respect of the payment of principal (and premium, if any) and interest in respect of the
Dated Subordinated Debt Securities. 
 Section 12.2 Provisions Solely to Define Relative Rights. The provisions of this Article
XII are and are intended solely for the purpose of defining the relative rights of the Holders of the Dated Subordinated Debt Securities of each series on the one hand and the Senior Creditors on the other hand. Nothing contained in this Article or
elsewhere in this Dated Subordinated Debt Securities Indenture or in such Dated Subordinated Debt Securities is intended to or shall (a) impair the obligation of the Company, which is absolute and unconditional, to pay to the holders of such
claims the principal of (and premium, if any) and interest, if any, on such Dated Subordinated Debt Securities as and when the same shall become due and payable in accordance with their terms and this Dated Subordinated Debt Securities Indenture; or
(b) affect the rights against the Company of the Holders of such Dated Subordinated Debt Securities; or (c) prevent the Trustee or the Holder of any Dated Subordinated Debt Securities of the series from exercising all remedies otherwise
permitted by applicable law upon default under this Dated Subordinated Debt Securities Indenture. 
 Section 12.3 Trustee to
Effectuate Subordination. Each Holder of a Dated Subordinated Debt Security, by his or her acceptance thereof, authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the
subordination of the Dated Subordinated Debt Securities provided in this Article XII and appoints the Trustee his or her attorney-in-fact for any and all such purposes. 
 Section 12.4 No Waiver of Subordination Provisions. No right of any present or future Senior Creditors to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such Senior Creditor or by any noncompliance by the Company with the terms, provisions and covenants of this Dated Subordinated Debt
Securities Indenture, regardless of any knowledge thereof any such Senior Creditor may have or be otherwise charged with. 
  

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 Section 12.5 Notice to Trustee. The Company shall give prompt written notice to the Trustee
of any fact known to the Company which would prohibit the making of any payment when due to or by the Trustee in respect of the Dated Subordinated Debt Securities of a series. Notwithstanding the provisions of this Article or any other provisions of
this Dated Subordinated Debt Securities Indenture but subject to the provisions of Section 12.1. the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment when due to or by the
Trustee in respect of such Dated Subordinated Debt Securities unless and until the Trustee shall have received written notice thereof from the Company or a Senior Creditor or from any trustee therefor; and, prior to the receipt of any such written
notice by a Responsible Officer of the Trustee, the Trustee, subject to the provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least three (3) Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of and
any premium and interest, if any, on any Dated Subordinated Debt Security), then, subject to the provisions of Section 12.1, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary which may be received by it within three (3) Business Days prior to such date. 
 Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a Senior Creditor or a trustee therefor, to
establish that such notice has been given by a Senior Creditor or a trustee therefor. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a Senior Creditor to
participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of claims held by such Person, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 
 Section 12.6 Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 6.1, the
Holders of the Dated Subordinated Debt Securities of the series shall be entitled to rely upon (a) any order or decree entered by any court in Ireland (but not elsewhere) in which such Insolvency Proceeding, including a proceeding for the
suspension of payments under Irish law, is pending, or (b) a certificate of the liquidator, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or the Holders of such Dated
Subordinated Debt Securities, for the purpose of determining the Persons entitled to participate in such payment or distribution, the Senior Creditors and other claims against the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article. 
 Section 12.7 Trustee Not Fiduciary for
Senior Creditors. The Trustee shall not be deemed to owe any fiduciary duty to the Senior Creditors and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Dated Subordinated Debt
Securities of any series or to the Company or to any other Person cash, property or securities to which any Senior Creditors shall be entitled by virtue of this Article or otherwise. 
  

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 Section 12.8 Rights of Trustee as Senior Creditor; Preservation of Trustee’s Rights. The
Trustee in its individual capacity (and if a Senior Creditor) shall be entitled to all the rights set forth in this Article with respect to any claims of Senior Creditors which may at any time be held by it, to the same extent as any other Senior
Creditor, and nothing in this Dated Subordinated Debt Securities Indenture shall deprive the Trustee of any of its rights as such holder. 
 Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.8. 
 Section 12.9 Article Applicable to Paying Agents. At all times when a Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this
Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition
to or in place of the Trustee; provided, however, that Section 12.8 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent. 
 Section 12.10 Rights of the Company. Nothing contained in this Dated Subordinated Debt Securities Indenture shall in any way restrict the
right of the Company to issue or guarantee obligations ranking in priority to or pari passu with or junior to the obligations of the Company in respect of the Dated Subordinated Debt Securities. 
 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. 
  

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 IN WITNESS WHEREOF, the Company and the Trustee have caused this Dated Subordinated Debt Securities
Indenture to be duly executed, all as of the day and year first above written. 
  

			
	 ALLIED IRISH BANKS, PUBLIC LIMITED COMPANY

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 THE BANK OF NEW YORK,
 as
Trustee

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

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