Indenture between M&I and The Bank of New York



 Exhibit 4.5 
 MARSHALL & ILSLEY CORPORATION 
 and 
 THE BANK OF NEW YORK, as Trustee 
  

 INDENTURE 
 Dated as of November 5, 2007

  

 Providing for the
Issuance of Subordinated Securities 







 MARSHALL & ILSLEY CORPORATION 
 Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, 
 dated as of
November 5, 2007 
  

					
	Trust Indenture
Act Section	 	  	  	 Indenture
 Section

	§ 310 (a)(1)	 		  	609
	          (a)(2)	 		  	609
	          (a)(3)	 		  	Not Applicable
	          (a)(4)	 		  	Not Applicable
	          (a)(5)	 		  	609
	          (b)	 		  	608
		 		  	610
	§ 311 (a)	 		  	107
	          (b)	 		  	107
	          (b)(2)	 		  	703(a)
	§ 312 (a)	 		  	701
		 		  	702(a)
	          (b)	 		  	702(b)
	          (c)	 		  	702(c)
	§ 313 (a)	 		  	703(a)
	          (b)	 		  	703(a)
	          (c)	 		  	703(a)
	          (d)	 		  	703(b)
	§ 314 (a)	 		  	704
	          (a)(4)	 		  	1006
	          (b)	 		  	Not Applicable
	          (c)(1)	 		  	102
	          (c)(2)	 		  	102
	          (c)(3)	 		  	Not Applicable
	          (d)	 		  	Not Applicable
	          (e)	 		  	102
	§ 315 (a)	 		  	601(a)
	          (b)	 		  	602
	          (c)	 		  	601(b)
	          (d)	 		  	601(c)
	          (d)(1)	 		  	601(c)(1)
	          (d)(2)	 		  	601(c)(2)
	          (d)(3)	 		  	601(c)(3)
	          (e)	 		  	514
	§ 316 (a)	 		  	101
	          (a)(1)(A)	 		  	502
		 		  	512









					
	          (a)(1)(B)	 		  	513
	          (a)(2)	 		  	Not Applicable
	          (b)	 		  	508
	§ 317 (a)(1)	 		  	503
	          (a)(2)	 		  	504
	          (b)	 		  	1003
	§ 318 (a)	 		  	107

  

	NOTE:	This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 








 TABLE OF CONTENTS 
  

					
	 	  	Page
	ARTICLE 1	  	
	Definitions and Other Provisions Of General Application	  	
			
	 SECTION 101.
	  	Definitions	  	1
	 SECTION 102.
	  	Compliance Certificates and Opinions	  	7
	 SECTION 103.
	  	Form of Documents Delivered to Trustee	  	7
	 SECTION 104.
	  	Acts of Holders	  	8
	 SECTION 105.
	  	Notices, Etc., to Trustee and Company	  	8
	 SECTION 106.
	  	Notice to Holders; Waiver	  	9
	 SECTION 107.
	  	Conflict with Trust Indenture Act	  	9
	 SECTION 108.
	  	Effect of Headings and Table of Contents	  	9
	 SECTION 109.
	  	Successors and Assigns	  	9
	 SECTION 110.
	  	Separability Clause	  	10
	 SECTION 111.
	  	Benefits of Indenture	  	10
	 SECTION 112.
	  	Governing Law	  	10
	 SECTION 113.
	  	Legal Holidays	  	10
		
	ARTICLE 2	  	
	Security Forms	  	
			
	 SECTION 201.
	  	Forms Generally	  	10
	 SECTION 202.
	  	Form of Face of Security	  	11
	 SECTION 203.
	  	Form of Reverse of Security	  	13
	 SECTION 204.
	  	Form of Trustee’s Certificate of Authentication	  	18
	 SECTION 205.
	  	Securities Issuable in the Form of a Global Security	  	18
		
	ARTICLE 3	  	
	The Securities	  	
			
	 SECTION 301.
	  	Amount Unlimited; Issuable in Series	  	20
	 SECTION 302.
	  	Denominations	  	22
	 SECTION 303.
	  	Execution, Authentication, Delivery and Dating	  	22
	 SECTION 304.
	  	Temporary Securities	  	23
	 SECTION 305.
	  	Registration, Registration of Transfer and Exchange	  	24
	 SECTION 306.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	25
	 SECTION 307.
	  	Payment of Interest; Interest Rights Preserved	  	25
	 SECTION 308.
	  	Persons Deemed Owners	  	27
	 SECTION 309.
	  	Cancellation	  	27
	 SECTION 310.
	  	Computation of Interest	  	27









					
	ARTICLE 4
	Satisfaction and Discharge	  	
			
	 SECTION 401.
	  	Satisfaction and Discharge of Indenture	  	27
	 SECTION 402.
	  	Application of Trust Money	  	28
		
	ARTICLE 5	  	
	Remedies	  	
			
	 SECTION 501.
	  	Events of Default	  	29
	 SECTION 502.
	  	Acceleration of Maturity; Rescission and Annulment	  	29
	 SECTION 503.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	30
	 SECTION 504.
	  	Trustee May File Proofs of Claim	  	31
	 SECTION 505.
	  	Trustee May Enforce Claims Without Possession of Securities	  	32
	 SECTION 506.
	  	Application of Money Collected	  	32
	 SECTION 507.
	  	Limitation on Suits	  	33
	 SECTION 508.
	  	Unconditional Right of Holders to Receive Principal Premium and Interest	  	33
	 SECTION 509.
	  	Restoration of Rights and Remedies	  	33
	 SECTION 510.
	  	Rights and Remedies Cumulative	  	34
	 SECTION 511.
	  	Delay or Omission Not Waiver	  	34
	 SECTION 512.
	  	Control by Holders	  	34
	 SECTION 513.
	  	Waiver of Past Defaults	  	34
	 SECTION 514.
	  	Undertaking for Costs	  	35
	 SECTION 515.
	  	Waiver of Stay or Extension Laws	  	35
		
	ARTICLE 6	  	
	The Trustee	  	
			
	 SECTION 601.
	  	Certain Duties and Responsibilities	  	35
	 SECTION 602.
	  	Notice of Defaults	  	36
	 SECTION 603.
	  	Certain Rights of Trustee	  	37
	 SECTION 604.
	  	Not Responsible for Recitals or Issuance of Securities	  	38
	 SECTION 605.
	  	May Hold Securities	  	38
	 SECTION 606.
	  	Money Held in Trust	  	38
	 SECTION 607.
	  	Compensation and Reimbursement	  	38
	 SECTION 608.
	  	Disqualification; Conflicting Interests	  	39
	 SECTION 609.
	  	Corporate Trustee Required; Eligibility	  	39
	 SECTION 610.
	  	Resignation and Removal; Appointment of Successor	  	39
	 SECTION 611.
	  	Acceptance of Appointment by Successor	  	41
	 SECTION 612.
	  	Merger, Conversion, Consolidation or Succession to Business	  	42
	 SECTION 613.
	  	Appointment of Authenticating Agent	  	42
		
	ARTICLE 7	  	
	Holders’ Lists and Reports By Trustee and Company	  	
			
	 SECTION 701.
	  	Company to Furnish Trustee Names and Addresses of Holders	  	44
	 SECTION 702.
	  	Preservation of Information; Communications to Holders	  	44

  

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	 SECTION 703.
	  	Reports by Trustee	  	45
	 SECTION 704.
	  	Reports by Company	  	45
		
	ARTICLE 8	  	
	Consolidation, Merger, Conveyance, Transfer or Lease	  	
			
	 SECTION 801.
	  	Company May Consolidate, Etc., Only on Certain Terms	  	46
	 SECTION 802.
	  	Successor Corporation Substituted	  	47
		
	ARTICLE 9	  	
	Supplemental Indentures	  	
			
	 SECTION 901.
	  	Supplemental Indentures without Consent of Holders	  	47
	 SECTION 902.
	  	Supplemental Indentures with Consent; of Holders	  	48
	 SECTION 903.
	  	Execution of Supplemental Indentures	  	49
	 SECTION 904.
	  	Effect of Supplement; Indentures	  	49
	 SECTION 905.
	  	Conformity with Trust Indenture Act	  	50
	 SECTION 906.
	  	Reference in Securities to Supplemental Indentures	  	50
		
	ARTICLE 10	  	
	Covenants	  	
			
	 SECTION 1001.
	  	Payment: of principal, Premium and Interest	  	50
	 SECTION 1002.
	  	Maintenance of Office or Agency	  	50
	 SECTION 1003.
	  	Money or Securities Payments to Be Held in Trust	  	51
	 SECTION 1004.
	  	Corporate Existence	  	52
	 SECTION 1005.
	  	Payment of Taxes	  	52
	 SECTION 1006.
	  	Statement as to Compliance	  	52
	 SECTION 1007.
	  	Waiver of certain Covenants	  	53
		
	ARTICLE 11	  	
	Redemption of Securities	  	
			
	 SECTION 1101.
	  	Applicability of Article	  	53
	 SECTION 1102.
	  	Election to Redeem; Notice to Trustee	  	53
	 SECTION 1103.
	  	Selection by Trustee of Securities to be Redeemed	  	53
	 SECTION 1104.
	  	Notice of Redemption	  	54
	 SECTION 1105.
	  	Deposit of Redemption Price	  	55
	 SECTION 1106.
	  	Securities Payable on Redemption Date	  	55
	 SECTION 1107.
	  	Securities Redeemed in Part	  	55
		
	ARTICLE 12	  	
	Sinking Funds	  	
			
	 SECTION 1201.
	  	Applicability of Article	  	55
	 SECTION 1202.
	  	Satisfaction of’ Sinking Fund Payments with Securities	  	56
	 SECTION 1203.
	  	Redemption of securities for Sinking Fund	  	56

  

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	 ARTICLE 13
	  	
	 Subordination of Securities
	  	
			
	 SECTION 1301.
	  	Securities Subordinate to Senior Indebtedness	  	56
	 SECTION 1302.
	  	Trustee and Holders of Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Indebtedness; Trustee Not Fiduciary to Holders
of Senior Indebtedness	  	59
	 SECTION 1303.
	  	Payment Permitted If No Default	  	59
	 SECTION 1304.
	  	Trustee Not Charged with Knowledge of Prohibition	  	59
	 SECTION 1305.
	  	Trustee to Effectuate Subordination	  	60
	 SECTION 1306.
	  	Rights of Trustee as Bolder of Senior Indebtedness	  	60
	 SECTION 1307.
	  	Article Applicable to Paying Agents	  	60
	 SECTION 1308.
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness; Preservation of Trustee’s Rights	  	60

  

 iv 








 INDENTURE, dated as of November 5, 2007, between MARSHALL & ILSLEY CORPORATION, a
corporation duly organized and existing under the laws of the State of Wisconsin (herein called the “Company”), having its principal office at 770 North Water Street, Milwaukee, Wisconsin 53202, and THE BANK OF NEW YORK, a New York banking
corporation, as Trustee (herein called the “Trustee”). 
 RECITALS OF THE COMPANY 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured, subordinated
debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. 
 All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase
of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of one or more series thereof, as follows: 
 ARTICLE 1 
 Definitions and Other Provisions of
General Application 
 SECTION 101. Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 
 (2) 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; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted at the date of such computation; and 
 (4) the words “herein”,
“hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
  









 “Act”, when used with respect to any Holder, has the meaning specified in Section 104.

 “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. 
 “Authenticating Agent” means any person appointed by the Trustee pursuant to Section 613. 
 “Authorized Officer” means any of the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Secretary, General Counsel,
Executive Vice President, Senior Vice President, or Corporate Controller of the Company, any officer of the Corporate Treasury Group of the Company or any person authorized by the Company by or pursuant to a Board Resolution. 
 “Bank” means (i) any institution organized under the laws of the United States, any State of the United States, the District of Columbia,
any territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands which (a) accepts deposits that the depositor has a legal right to withdraw on demand and (b) engages in the business of making commercial loans,
and (ii) any trust company organized under any of the foregoing laws. 
 “Board of Directors” means either the board of
directors of the Company, any duly authorized committee of that board or any officer of the Company duly authorized by the board of directors of the Company to take a specified action or make a specified determination (the authorization of such
officer being evidenced by a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the board of directors of the Company and to be in full force and effect on the date of such
certification and delivered to the Trustee). 
 “Board Resolution” means a copy of a resolution or action certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted or taken by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. 
 “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banks and trust companies in that Place of Payment are authorized or obligated by law, regulations or executive order to remain closed. 
 “Capital Stock” means, as to shares of a particular corporation, outstanding shares of stock of any class whether now or hereafter authorized, irrespective of whether such class shall be limited to a fixed sum or percentage in
respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of such corporation. 
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. 
  

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 “Company” means the Person named as the “Company” in the first paragraph of this
Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 
 “Company Request” or “Company Order” means a written request or order signed in the name of the Company by any two Authorized
Officers and delivered to the Trustee. 
 “Constituent Bank” means any Subsidiary which is a Bank. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be administered,
which office at the date of execution of this Indenture is located at 101 Barclay Street 8W, New York, New York 10286. 
 “corporation” includes corporations, associations, companies and business trusts. 
 “Default” has the meaning
specified in Section 503. 
 “Defaulted Interest” has the meaning specified in Section 307. 
 “Depositary” means, unless otherwise specified by the Company pursuant to either Sections 205 or 301, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation. 
 “Event of Default” has the meaning specified in Section 501. 
 “Global Security” means a Security issued to evidence all or a part of any series of Securities which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and pursuant to a Company Order, which shall be registered as to principal and interest in the name
of the Depositary or its nominee. 
 “Holder” means a Person in whose name a Security is registered in the Security Register.

 “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 also includes the terms of particular series of Securities established as contemplated by Section 301. 
 “Interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest
payable after Maturity. 
 “Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an
installment of interest on such Security. 
  

 3 








 “Maturity”, when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
 “Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by an Authorized Officer, the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company and who shall be satisfactory to
the Trustee. 
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 
 “Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
 (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
 (ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 
 (iii) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such
Securities’ in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
 provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be equal to the
U.S. dollar equivalent, determined as of the date of original issuance of such Security in accordance with Section 301 hereof, of the principal amount of such Security (or, in the case of an Original Issue Discount Security denominated in one
or more foreign currencies or currency units, the U.S. dollar equivalent, determined as of the date of original issuance of such Security, of the amount determined as provided in (i) above), 

  

 4 








 
and (iii) Securities owned by or held for the account of the Company or any other obligor upon the 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 Securities
which the Trustee knows to be so owned or so held shall be so disregarded. Securities so owned or so held 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 Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned by or held for the account of the Company or any other obligor upon the Securities, or any Affiliate of
the Company or of such obligor, and the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein and not otherwise excluded from
the provisions hereof are Outstanding for the purposes of any such determination. 
 “Paying Agent” means any Person authorized by
the Company to pay the principal of (and premium, if any) or interest on any 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, or any other entity. 
 “Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if
any) and interest on the Securities of that series are payable as specified as contemplated by Section 301. 
 “Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered
under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Principal Constituent Bank” means any Constituent Bank the total assets of which as set forth in the most recent statement of condition of
such Bank equal more than 10% of the total assets of all Constituent Banks as determined from the most recent statements of condition of the Constituent Banks. 
 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture. 
 “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 301. 
  

 5 








 “Responsible Officer”, when used with respect to the Trustee, means the chairman or vice
chairman of the board of directors, the chairman or vice chairman of the trust committee of the board of directors, the president, any vice president, the secretary, the treasurer or any other officer of the Trustee customarily performing trust
functions. 
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture. 
 “Security Register” and “Security Registrar” have the respective
meanings specified in Section 305. 
 “Senior Indebtedness” means any obligation of the Company to its creditors, whether now
outstanding or subsequently incurred, other than (a) any obligations as to which, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is specifically designated by express provision that such
obligation is not Senior Indebtedness, and (b) the Securities. 
 “Special Record Date” for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307. 
 “Stated Maturity”, when used with respect to any
Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 
 “Subsidiary” means a corporation more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. 
 “Trustee” means the Person named as the
“Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter
“Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at
the date of which this Indenture was executed, except as provided in Section 905. 
 “Vice President”, when used with respect
to the Company or 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”. 
 “Voting Stock” means stock of a corporation of any class or classes, however designated, having ordinary voting power for the election of a
majority of the board of directors of the corporation, other than stock having such power only by reason of the happening of any contingency. 
  

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 SECTION 102. Compliance Certificates and Opinions. 
 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all
such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be furnished. 
 Every certificate (other than any statement
delivered pursuant to Section 1006) or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
 (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (3) a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
 SECTION 103. Form of Documents Delivered to Trustee. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents. 
 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, 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 certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to
such matters are erroneous. 
  

 7 








 Where any Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 SECTION 104. Acts of Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this 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 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 or the Security Registrar, as applicable, and, where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) 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 of any such instrument or writing, or the authority of any Person executing the same, may be proved in any
reasonable manner which the Trustee or the Security Registrar, as the case may be, deems sufficient. 
 (c) The ownership of Securities shall
be proved by the Security Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder
of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof or the Holder of any Predecessor Security in respect of
anything done, omitted or suffered to be done by the Trustee, the Security Registrar or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 SECTION 105. 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 Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, or 
  

 8 








 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Secretary of the Company at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the
Trustee by the Company. 
 SECTION 106. Notice to Holders; Waiver. 
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice. In any case where notice to Holders 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 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 107. Conflict with Trust Indenture Act.

 If any provision hereof limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such required or deemed provision shall control. 
 SECTION 108. Effect of Headings and
Table of Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof. 
 SECTION 109. Successors and Assigns. 
 All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
  

 9 








 SECTION 110. Separability Clause. 
 In case any provision in this Indenture or in the 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 111. Benefits of Indenture. 
 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 SECTION 112. Governing Law.

 This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. 
 SECTION 113. Legal Holidays. 
 In any case
where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest 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 with the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 
 ARTICLE 2 
 Security Forms 
 SECTION 201. Forms Generally. 
 The
Securities of each series shall be in substantially the form set forth in this Article or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 
 The Trustee’s certificates of
authentication shall be in substantially the form set forth in this Article. 
  

 10 








 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
 SECTION 202. Form of Face of Security. 
 [If the Security is a Global Security, insert-Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York corporation (the “Depositary”), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of the Depositary, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS
GLOBAL 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] 
 [If the Security is an Original Issue Discount Security, insert-FOR
PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF THIS SECURITY IS             % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE
IS                     ] 
 THIS SECURITY IS NOT A
DEPOSIT AND IS NOT INSURED BY A FEDERAL AGENCY. 
  

 11 









			
	 REGISTERED
	 	CUSIP             
	 No.             
	 	REGISTERED
		 	$                            


 MARSHALL & ILSLEY CORPORATION 
 [Title of Subordinated Securities] 
 MARSHALL & ILSLEY CORPORATION, a
Wisconsin corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to
                                        
or registered assigns, the principal sum of
                                        
Dollars on
                                        
                     [If the Security is to bear interest prior to Maturity, insert -, and to pay interest thereon from
            , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on
             and              in each year, commencing
                            , at the rate of     % per annum, until the
principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
                     or
                     (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest which
is payable but is not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Securities of this series not less than ten (10) days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture]. 
 [If the Security is not to bear interest prior to Maturity, insert- The principal of this Security
shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of
    % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of     % per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]

 Payment of the principal of (and premium, if any) and [if applicable, insert any such] interest on this Security will be made at the
office or agency of the Company initially maintained for that purpose in [insert applicable Place of Payment], in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private 

  

 12 








 
debts [if applicable, insert-provided, however, that at the option of the Company payment of interest may be made by check drawn upon any Paying Agent
and mailed on or prior to an Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Security Register]. 
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an authenticating
agent, by the manual signature of an authorized officer, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 
  

					
	 Dated:
	 		 	
		
		 	MARSHALL & ILSLEY CORPORATION
			
		 	By:	 	  

			
		 	 Title:
	 	      

			
		 	 By:
	 	      

			
		 	 Title:
	 	      


 SECTION 203. Form of Reverse of Security. 
 This Security is one of a duly authorized issue of subordinated debentures, subordinated notes or other subordinated evidences of indebtedness of the
Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of November 5, 2007 (herein called the “Indenture”), between the Company and The Bank of New York, as
Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Security is one of a series of Securities of the Company designated as the
“                    ”, limited in aggregate principal amount to
$                            . 
  

 13 








 [If applicable, insert –The Securities of this series are subject to redemption upon not less
than thirty (30) days’ notice by mail, [if applicable, insert— (l) on                      in any year commencing with
the year              and ending with the year                      through
operation of the sinking fund for this series at a Redemption Price equal to one hundred percent (100%) of the principal amount, and (2)] at any time [on or after
                     20    ], as a whole or in part, at the election of the Company, [at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [on or before     %, and if redeemed] during the twelve (12) month period beginning
             of the years indicated, 
  

							
	 Year
	  	 Redemption
 Price
	  	 Year
	  	 Redemption
 Price

		  	%	  		  	%

 and thereafter] at a Redemption Price equal to     % of the principal amount, together
in the case of any such redemption [if applicable, insert – whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.]

 [If applicable, insert – The Securities of this series are subject to redemption upon not less than thirty (30) days’
notice by mail, (1) on                      in any year commencing with the year
             and ending with the year              through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after
            ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed during the twelve (12) month period beginning
                             of the years indicated, 
  

					
	 Year
	  	Redemption
Price for
Redemption
Through
Operation
of the
Sinking
Fund	  	Redemption
Price for
Redemption
Otherwise
Than
Through
Operation
of the
Sinking
Fund
		  	%	  	%

 and thereafter at a Redemption Price equal to     % of the principal amount, together
in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or 

  

 14 








 
prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on
the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] 
 [Notwithstanding the foregoing, the
Company may not, prior to                     , redeem any Securities of this series as contemplated by [Clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of
less than     % per annum.] 
 [The sinking fund for this series provides for the redemption on
                     in each year beginning with the year              and
ending with the year              of [not less than]
$                    [(“Mandatory Sinking Fund”) and not more than $
                            ] aggregate principal amount of Securities of this series. [Securities of
this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made.]] 
 [In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.] 
 [If applicable, insert – The Securities of this series are not
redeemable prior to Maturity and are not entitled to the benefits of a sinking fund.] 
 The indebtedness evidenced by the Securities is, to
the extent and in the manner provided in the Indenture, expressly subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company, and each Holder of this Security by its acceptance hereof, agrees
to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate such subordination and appoints the Trustee its attorney-in-fact for
any and all such purposes. 
 [If the Security is not an Original Issue Discount Security, insert – If an Event of Default
(defined in the Indenture as certain events involving the bankruptcy or reorganization of the Company) with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. There is no right of acceleration of the payment of principal of the Securities of this series upon a default in the payment of [an installment of principal of (or premium, if any)
or] interest on such Securities or in the performance of any covenant of the Company in the Indenture or in such Securities.] 
 [If the
Security is an Original Issue Discount Security, insert – If an Event of Default (defined in the Indenture as certain events involving the bankruptcy or reorganization of the Company) with respect to Securities of this series shall occur
and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to—insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and 

  

 15 








 
payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate. There is no right of acceleration of the payment of principal of the
Securities of this series upon a default in the payment of [an installment of principal of (or premium, if any) or] interest on such Securities or in the performance of any covenant of the Company in the Indenture or in such Securities.] 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 66-2/3% in aggregate principal amount of the Securities at the
time Outstanding of each series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security. The Indenture contains provisions setting forth certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the
Indenture. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed, or accompanied by a written
instrument of transfer in form satisfactory to the Company or the Security Registrar duly executed, by the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Securities of this series are
issuable only in registered form without coupons in denominations of $                             
and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, this Security is exchangeable for a like aggregate principal amount of Securities of this series of different authorized
denominations, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  

 16 








 Prior to the due presentment of this 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 this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary. 
 This Security shall be governed by and construed in accordance with the laws of the State of New York.

 Unless otherwise defined in this Security, all terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. 
 ABBREVIATIONS 
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

							
	
	 TEN COM – as tenants in common

	
	 TEN ENT – as tenants by the entireties

	
	 JT TEN – as joint tenants with right of survivorship and not as tenants in common.

				
	 UNIF GIFT MIN ACT –
	 	  
	 	Custodian	 	  

		 	(Cust)	 		 	(Minor)
		 	under Uniform Gifts to Minors Act
		
		 	  

		 		 	(State)	 	

 Additional abbreviations may also be used though not in the above list. 
  

 FOR VALUE RECEIVED the
undersigned hereby sell(s), assign(s) and transfer(s) into 
 PLEASE INSERT SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

 Please bring or typewrite name and address including 
 postal zip code of assignee 
  

 the within Security and all rights thereunder, hereby irrevocably constituting and appointing 
  

 17 









 to transfer said Security on the books of the Company, with full power
of substitution in the premises 
  

					
	 Dated:
	 	  
	 	  

		 		 	NOTICE: The signature to this assignment must correspond with the name as written upon the within instrument in every particular, without alteration or enlargement, or any change whatever


 SECTION 204. Form of Trustee’s Certificate of Authentication. 
 This is one of the Securities of the series provided for under the within-mentioned Indenture. 
  

			
	THE BANK OF NEW YORK, as Trustee
		
	 By:
	 	  

		 	Authorized Officer


 SECTION 205. Securities Issuable in the Form of a Global Security. 
 (a) If the Company shall establish pursuant to Section 301 that the Securities of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 303 and the Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities,
which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) shall be registered in the
name of the Depositary for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the
following effect: “Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global 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 success Depositary.” 
 (b) Notwithstanding any other provision of this Section 205 or of Section 305, unless the terms of a Global Security expressly permit such
Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 305, only to the Depositary or another nominee of the Depositary
for such Global Security, or to a successor Depositary for such Global Security selected or approved by the Company or to a nominee of such successor Depositary. Except as provided below, owners of beneficial interests in a Global Security shall not
be entitled to receive physical delivery of the Securities represented by such Global Security and will not be considered the Holders thereof for any purpose under this Indenture. 
 (c) (i) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time the 

  

 18 








 
Depositary for the Securities for such series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 301(10) shall no longer be effective with respect to such Global Security and the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. 
 (ii)
The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event
the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual
Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series in exchange for such Global Security or Securities.

 (iii) A Global Security will also be exchangeable if there shall have occurred or be continuing a Default or an event
which, with the giving of notice or lapse of time or both, would constitute a Default with respect to the Securities of such series represented by such Global Security. In such event the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series in exchange for such Global Security or Securities. 
 (iv) If specified by the Company pursuant to Section 301 with respect to Securities issued or issuable in the form of a Global
Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company
and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and
terms and of any authorized denominations as requested by such Person or the Depositary in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (2) to such Depositary a new
Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. 

 

 19 








 (v) In any exchange provided for in any of the preceding four paragraphs, the Company
will execute and the Trustee will authenticate and deliver individual fully registered Securities in authorized denominations. Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee.
Securities issued in exchange for a Global Security pursuant to this Section 205 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to the instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. 
 (vi) Members in and participants of the Depositary shall have no rights under the Indenture with respect to any Global Security held on
their behalf by a Depositary, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and its members and
participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security of the series represented by such Global Security, including, without limitation, the granting of proxies or other authorization of
participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 
 ARTICLE 3 
 The Securities 
 SECTION 301. Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
 The
Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, 
 (1) the title of the Securities of the series (which shall distinguish the Securities of the
series from all other Securities); 
 (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 205, 304, 305, 306,
906 or 1107); 
 (3) the date or dates on which the principal of the Securities of the series is payable; 
  

 20 








 (4) the rate or rates at which the Securities of the series shall bear interest, if any,
the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, the Regular Record Date for the interest payable on any Interest Payment Date and the method of computation of such interest
if other than on the basis of a three hundred sixty (360) day year of twelve thirty (30) day months; 
 (5) the place or
places, if any, in addition to, or instead of, the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest on Securities of the series initially shall be payable; 
 (6) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may
be redeemed, in whole or in part, at the option of the Company; 
 (7) the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund 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 Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 (8) if other than
denominations of One Thousand Dollars ($1,000) and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; 
 (9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 502; 
 (10) whether the Securities of the series shall be issued in whole or in part in the form of a Global
Security or Securities; the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Securities; 
 (11) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference
to an index, the manner in which such amounts shall be determined; 
 (12) the currency, currencies or currency units in which
Securities of any series may be denominated on original issuance, or in which payment of the principal of and any premium and interest on any Securities of any series shall be payable if other than currency of the United States of America and the
manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 101; 
 (13) if the principal of or any premium or interest on any Securities of the series is to be payable at the election of the Company or a
Holder thereof in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on
Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; and 
  

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 (14) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture). 
 All Securities of any one series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. 
 Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution, Company Order, Officers’
Certificate, supplemental indenture or Opinion of Counsel otherwise required pursuant to Sections 102, 201, 301 and 303 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued; provided that any subsequent direction by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a
representation and warranty by the Company that as of the date of such direction, the statements made in the Officers’ Certificate or supplemental indenture delivered pursuant to Section 301 shall be true and correct as if made on such date.

 An Officers’ Certificate or supplemental indenture, delivered pursuant to the immediately preceding paragraph in the circumstances
set forth therein, may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee on original issue from time to time upon the telephonic or written order of persons designated in such Officers’
Certificate or supplemental indenture (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Officers’ Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities as are specified in such Officers’ Certificate or supplemental indenture. 
 At
the option of the Company, interest on the Securities of any series that bears interest may be paid by mailing a check, on or before the applicable Interest Payment Date, to the address of the Person entitled thereto as such address shall appear in
the Securities Register. 
 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

 SECTION 302. Denominations. 
 The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 301. In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of One Thousand Dollars ($1,000) and any integral multiple thereof. 
 SECTION 303. Execution, Authentication, Delivery and Dating. 
 The Securities shall be executed on behalf of the Company by any two
Authorized Officers. The signature of any Authorized Officers on the Securities may be manual or facsimile. 
 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 Securities or did not hold such offices at the date of such Securities. 
 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver 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 Securities, and the Trustee in
accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating: 
 (a) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture; 
  

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 (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted
by Section 301, that such terms have been established in conformity with the provisions of this Indenture; 
 (c) that all conditions
precedent to the authentication and delivery of such Securities have been complied with and that such 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 legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting
the enforcement of creditors’ rights and to general equity principles; and 
 (d) that such other conditions as the Trustee may
reasonably request have been complied with. 
 If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee. 
 Each Security shall be dated the date of its authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 
 SECTION 304.
Temporary Securities. 
 Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
 If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency
of the Company in a Place of Payment for that series, without charge to 

  

 23 








 
the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series. 
 SECTION 305. Registration, Registration of Transfer and Exchange.

 The Company shall cause to be kept at the office of the security registrar designated pursuant to this Section 305 or
Section 1002 (the “Security Registrar”) a register (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby initially appointed Security Registrar for the purpose of registering Securities and transfers of Securities as herein provided. 
 Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount.

 Subject to the conditions set forth below and to Section 205, at the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange. 
 Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Security Registrar duly executed, by the
Holder thereof or its 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 Securities, other than exchanges pursuant to
Section 304, 906 or 1107 not involving any transfer. 
 Neither the Company nor the Security Registrar shall be required (i) to
issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under
Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being
redeemed in part. 
  

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 None of the Company, the Trustee, any Paying Agent or the Securities Registrar will have any
responsibility or liability for any aspect of the Depositary’s records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. 
 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. 
 If any mutilated Security is surrendered to the Trustee and there is delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then the Company shall execute and the Trustee may authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount
and bearing a number not contemporaneously outstanding. 
 If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee may authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new 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 Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to the extent permitted by law) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 SECTION 307. Payment of Interest; Interest Rights Preserved.

 Interest on any 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 Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 
  

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 Any interest on any Security of any series 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 (1) or (2) below: 
 (1) The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the 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 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 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Securities of such series at its address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the 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 (2). 
 (2) The Company may make payment of any Defaulted Interest
on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such 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. 
 Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of, or in exchange for, or in lieu of, any other Security shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Security. 
  

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 SECTION 308. Persons Deemed Owners. 
 The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name a Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Security and for all other purposes whatsoever, whether or not such 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. 
 SECTION 309. Cancellation.

 All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be destroyed and the Trustee shall provide to the Company, if requested by the Company, a certificate of destruction. 
 SECTION 310. Computation of Interest. 
 Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
 ARTICLE 4 
 Satisfaction and Discharge

 SECTION 401. Satisfaction and Discharge of Indenture. 
 This Indenture shall upon Company Request cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange of Securities, (ii) rights hereunder of
Holders to receive payments of principal of (and premium, if any) and interest on the Securities, and other rights, duties and obligations of the Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, and
(iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
 (1) either 
 (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) 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 1003) have been delivered to the Trustee for
cancellation; or 
  

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 (B) all such Securities not theretofore delivered to the Trustee for cancellation:

 (i) have become due and payable, or 
 (ii) will become due and payable at their Stated Maturity within one year, or 
 (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 In the event there are
Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is
Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 613 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive. 
 SECTION 402. Application of Trust Money. 
 Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with 

  

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the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds
except to the extent required by law. 
 ARTICLE 5 
 Remedies 
 SECTION 501. Events of Default. 
 “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

 (1) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a
receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of substantially all of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or 
 (2) the institution by the Company of the proceedings to be
adjudicated a bankrupt or insolvent, or the consent by the Company to the institution of bankruptcy or insolvency proceedings against it or the filing by the Company of a petition or answer or consent seeking reorganization or relief in respect of
it or its property under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by the Company to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Company or of substantially all of its property, or the making by the Company of a general assignment for the benefit of creditors, or to the actual knowledge of the Trustee the taking of corporate action by the
Company in furtherance of any such action; or 
 (3) any other Event of Default provided with respect to Securities of that
series. 
 SECTION 502. Acceleration of Maturity; Rescission and Annulment. 
 If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all of the 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 Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable. 
  

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 At any time after such a declaration of acceleration with respect to Securities of any series has been
made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its consequences if 
 (1) the Company has paid or
deposited with the Trustee a sum sufficient to pay 
 (A) all overdue interest on all Securities of that series, 

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, 
 (C) to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 
 (D) all sums paid or advanced by the Trustee hereunder, the Security Registrar and any Paying Agent and the reasonable compensation, expenses, disbursements and advances of any one of them and their agents and counsel; and 
 (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 
 No such rescission
shall affect any subsequent default or impair any right consequent thereon. 
 SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee. 
 The Company covenants that if 
 (1) default is made in the payment of any interest on any Security when such interest becomes and payable and such default continues for a
period 30 days, or due of 
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at
the Maturity thereof, 
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal (and premium, if any) and interest on and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel. 
  

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 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 
 “Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such
Default and whether it shall be occasioned by the provisions of Article 13 or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 
 (1) an Event of Default with respect to that series specified in Section 501; or

 (2) any event referred to in clause (1) or (2) of the first paragraph of this Section 503 with respect to
Securities of that series; or 
 (3) default in the performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty, a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series
of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Securities of that series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

 (4) any other Default provided with respect to Securities of that series. 
 If a Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of 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 Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
 SECTION 504.
Trustee May File Proofs of Claim. 
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective 

  

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of whether the Trustee or any predecessor trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise, 
 (i) to file and prove a claim for the whole amount
of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or any predecessor trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee or any predecessor trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 
 (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, 

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee and any predecessor trustee, its agents and counsel, and any other amounts due the Trustee and any predecessor trustee under Section 607. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 SECTION 505. Trustee May Enforce Claims Without Possession of Securities. 
 All rights of action and claims under this Indenture or
the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered. 
 SECTION 506. Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article 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 (or premium, if any) or interest, upon presentation of the 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 607; and 
 SECOND: Subject to Article 13, to the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in
respect of which or 

  

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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
Securities for principal (and premium, if any) and interest, respectively. 
 SECTION 507. Limitation on Suits. 
 No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
 (1) such Holder has previously given
written notice to the Trustee of a continuing Default with respect to the Securities of that series; 
 (2) the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Default in its own name as Trustee hereunder; 
 (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and 
 (5) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 
 it being understood
and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders or Holders of any
other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

 SECTION 508. Unconditional Right of Holders to Receive Principal Premium and Interest. 
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired or affected without the consent of such Holder. 
 SECTION 509. Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or 

  

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has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

 SECTION 510. Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 SECTION 511. Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Default shall impair any such right or remedy or constitute a waiver of any such Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 SECTION 512. Control by Holders. 
 The
Holders of a majority in principal amount of the Outstanding 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 Securities of such series; provided that 
 (1) such direction shall not be in
conflict with any rule of law or with this Indenture, 
 (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, 
 (3) such direction is not unduly prejudicial to the rights of other
Holders, and 
 (4) such direction would not involve the Trustee in personal liability. 
 SECTION 513. Waiver of Past Defaults. 
 The
Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences,
except a default 
  

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 (1) in the payment of the principal of (or premium, if any) or interest on any Security
of such series, or 
 (2) in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series affected. 
 Upon any such waiver, such default shall cease to
exist, and any Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 SECTION 514. Undertaking for Costs. 
 All
parties to this Indenture agree, and each Holder of any Security by 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 Indenture, or in
any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard for 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 Company, 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 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 on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date). 
 SECTION 515. Waiver of Stay or Extension Laws. 
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the exercise of any power herein granted to the Trustee, but will suffer and permit the exercise of every such power as though no
such law had been enacted. 
 ARTICLE 6 
 The Trustee 
 SECTION 601. Certain Duties and Responsibilities. 
 (a) Except during the continuance of an Event of Default, 
 (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee;
and 
  

 35 








 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. 
 (b) In case an Event of Default with respect to Securities of a particular series shall have occurred and is continuing, the Trustee shall exercise with
respect to the Securities of such series 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 man would exercise or use under the circumstances in the conduct of his
own affairs. 
 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that: 
 (1) this Subsection shall not be construed to
limit the effect of Subsection (a) of this Section; 
 (2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding
Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of
such series; and 
 (4) no provision of this 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 there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. 
 (d) Whether or not therein expressly so provided, every provision of this 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. 
 SECTION 602. Notice of Defaults. 
 Within 90 days after the occurrence of any default hereunder known to the Trustee with respect to
the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder, unless such default shall have been cured
or waived; provided, however, 

  

 36 








 
that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of
any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of Securities of such series; and provided, further, that in the case of any default of the character specified in clauses
(3) or (4) of the third paragraph of Section 503 with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both would become, a Default with respect to Securities of such series. 
 SECTION 603. Certain Rights of Trustee. 
 Subject to the provisions of Section 601: 
 (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, 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 resolution of
the Board of Directors may be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers’ Certificate; 
 (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this 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, 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, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; 
  

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 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and 
 (h) the Trustee shall not be liable for any action taken, suffered 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 Indenture. 
 SECTION 604. Not Responsible for Recitals or Issuance of Securities.

 The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
 SECTION 605. May Hold Securities. 
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Section 608, may otherwise deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
 SECTION 606. Money Held in Trust. 
 Money held by the Trustee in trust or by any Paying Agent hereunder need not be segregated from other funds except to the extent required by law. Neither
the Trustee nor any Paying Agent shall be under any liability for interest on any money received by it hereunder. 
 SECTION 607.
Compensation and Reimbursement. 
 The Company agrees 
 (1) to pay to the Trustee, the Security Registrar, any Authenticating Agent and any Paying Agent, as the case may be, from time to time
reasonable compensation for all services rendered by them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (2) except as otherwise expressly provided herein, to reimburse the Trustee, the Security Registrar, any Authenticating Agent and any
Paying Agent, as the case may be, upon their request for all reasonable expenses, disbursements and advances incurred or made by any one of them in accordance with any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to their negligence or bad faith; and 
  

 38 








 (3) to indemnify the Trustee, any predecessor trustee, the Security Registrar, any
Authenticating Agent and any Paying Agent, as the case may be, for, and to hold each of them harmless against, any loss, liability or expense incurred without negligence or bad faith 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. 
 The obligations of the Company under this Section shall not be subordinated to the payment of Senior Indebtedness pursuant to Article 13. As security for
the performance of the obligations of the Company under this Section, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the
Holders of particular Securities. 
 SECTION 608. Disqualification; Conflicting Interests. 
 The Trustee shall comply with Section 310(b) of the Trust Indenture Act. 
 SECTION 609. Corporate Trustee Required; Eligibility. 
 There shall at all times be a Trustee for each series of Securities hereunder which shall be either (i) a corporation organized and doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by United States Federal or State authority, or (ii) a corporation or other Person organized and doing business
under the laws of any other government which is permitted to act as Trustee pursuant to any rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by an
authority of such government, or a political subdivision thereof, substantially equivalent to the supervision or examination applicable to an institution described in clause (i) above, in each case having a combined capital and surplus of at
least $25,000,000. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any Person directly or indirectly controlling,
controlled by or under common control with the Company shall serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the
effect hereinafter specified in this Article. 
 SECTION 610. Resignation and Removal; Appointment of Successor. 
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
 (b) The Trustee may
resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a 

  

 39 








 
successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company. 
 (d) If at any time: 
 (1) the Trustee shall fail to comply with Section 608 with respect to the Securities of any series after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security of
such series for at least six months, or 
 (2) the Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder, or 
 (3) 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, (i) the Company by a Board Resolution may remove the Trustee with respect to the Securities of
any or all series, as appropriate, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security of an affected series for at least six months may, on behalf of itself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee 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 Securities of one or more series, the Company shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of such series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding 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 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company with respect to the Securities of such series. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least 

  

 40 








 
six months may, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series. 
 (f) The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities
of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
 SECTION 611. Acceptance of Appointment by Successor. 
 (a) In case of the appointment hereunder of a successor Trustee with respect to all 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 Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if
the retiring Trustee is not retiring with respect to all 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
Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this 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, 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 that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on
the part of any other Trustee hereunder, 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, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment of such successor Trustee relates have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the
Trustee under this Indenture, and each 

  

 41 








 
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 Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in 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. Any trustee ceasing to act shall, nevertheless,
retain a claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 607. 
 SECTION 612. Merger, Conversion, Consolidation or Succession to Business. 
 Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all 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 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 Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
 SECTION 613. Appointment of Authenticating Agent. 
 The Trustee shall upon request of the Company appoint an
Authenticating Agent or Agents (including without limitation the Company or any Affiliate thereof) with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series
in connection with the issue, delivery, exchange, registration of transfer, partial redemption or repayment thereof and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder; provided that notwithstanding any other provision of this Indenture, (i) the Trustee shall have no duty, liability or obligation to pay any amount (including without limitation any compensation
or reimbursement) to any such Authenticating Agent or Agents, which amounts shall be the sole obligation of the Company, (ii) the Trustee shall not be responsible for any actions, omissions, misconduct or negligence on the part of any such
Authenticating Agent or Agents, (iii) the Trustee shall continue to be entitled to receive the documents described in Section 303 in connection with the authentication of any Securities and the Company shall remain obligated to comply with all of
the requirements of this Indenture in connection with the issuance and authentication of Securities, and (iv) any such Authenticating Agent or Agents shall be eligible to act as Authenticating Agent in accordance with the provisions of this
Indenture. The Trustee hereby appoints M&I Marshall & Ilsley Bank as the Authenticating Agent with respect to the Securities. Wherever reference is made in this Indenture to the authentication and delivery of 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 organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia,
having a combined capital and surplus as most recently reported or determined by it sufficient under the laws of any jurisdiction under which it is 

  

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organized or in which it is doing business to conduct a trust business, and which is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by Federal or State authority. 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 into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation 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 (and upon request by the Company shall) 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. 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, and to reimburse it for its expenses, disbursements and advances (except for any such expense, disbursement or advance attributable to its negligence or bad faith) made
or incurred under this Section, and the Trustee shall be entitled to be reimbursed for such payments by the Company, subject to the provisions of Section 607. 
 The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent. 
 Pursuant to each appointment made
under this Section, the Securities of each series covered by such appointment may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

This is one of the Securities of the series provided for under the within-mentioned Indenture. 
  

			
	[Name of Authenticating Agent], as Authenticating Agent for the Trustee
		
	 By:
	 	  

		 	Authorized Officer


  

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 ARTICLE 7 
 Holders’ Lists and Reports By Trustee and Company 
 SECTION 701. Company to Furnish Trustee Names and
Addresses of Holders. 
 The Company will furnish or cause to be furnished to the Trustee: 
 (a) semi-annually, not more than 15 days after each Regular Record Date for series of Securities bearing interest payable semi-annually and after each
January 1 and July 1 for all other series of Securities, a list, in such form as the Trustee may reasonably require, containing all of the information in the possession or control of the Company, or any of its Paying Agents other than the
Trustee, as to the names and addresses of the Holders of such series as of such date; and 
 (b) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of the date not more than 15 days prior to the time such list is furnished; 
 excluding from any such list names and addresses received by the Trustee if and so long as the Trustee acts as the Security Registrar. 
 SECTION 702. Preservation of Information; Communications to Holders. 
 (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders of the Securities of each series (i) contained in the most recent
list furnished to the Trustee as provided in Section 701 and (ii) received by the Trustee in the capacity of Security Registrar for such series, if so acting. The Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished. 
 (b) If three or more Holders (in this Section referred to as “applicants”) apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to
communicate with other Holders of the Securities of a particular series (in which case the applicants must all hold Securities of such series) or with the Holders of the Securities of all series with respect to their rights under this Indenture or
under the Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either

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

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 If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall,
upon the written request of such applicants, mail to each Holder of the Securities of such series or to each Holder of the Securities of all series, as the case may be, whose name and address appear in the information preserved at the time by the
Trustee in accordance with Section 702(a) a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision
for the payment, of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of the Securities of such series or of all series, as the case may be, or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. 
 (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either 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 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 702(b). 
 SECTION 703. Reports by Trustee. 
 (a) Within 60 days after May 15 of each year commencing with the year 2008, the Trustee
shall transmit by mail to all Holders of Securities of each series, as their names and addresses appear in the Security Register, and to any other Persons specified in Section 313(c) of the Trust Indenture Act, a brief report dated as of such
May 15, in accordance with, and to the extent required under, Section 313 of the Trust Indenture Act. 
 (b) A copy of each such
report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which the Securities of any series are listed, with the Commission and with the Company. The Company will notify the Trustee when the
Securities of any series are listed on any stock exchange. 
 SECTION 704. Reports by Company. 
 The Company shall: 
 (1) file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, 

  

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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 Securities Exchange Act of 1934, as amended; or, if the Company is not required to file information, documents or reports pursuant
to either of said 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 Securities Exchange Act of 1934, as amended, 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; 
 (2) 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 Indenture as may be required from time to time by such rules and regulations; and

 (3) transmit by mail to all Holders, within 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 (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 
 ARTICLE 8 
 Consolidation, Merger, Conveyance,
Transfer or Lease 
 SECTION 801. Company May Consolidate, Etc. Only on Certain Terms. 
 The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless: 
 (1) the corporation formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of any domestic or foreign jurisdiction, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the
performance of every covenant of this Indenture on the part of the Company to be performed or observed; 
 (2) immediately
after giving effect to such transaction, no Default, and no event which, after notice or lapse of time or both, would become a Default, shall have happened and be continuing; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
  

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 SECTION 802. Successor Corporation Substituted. 
 Upon any consolidation by the Company with or merger by the Company into any other corporation or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section 801, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities. 
 Such successor
corporation may cause to be signed, and may issue either in its own name or in the name of the Company prior to such succession, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor corporation instead of upon the order of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall
deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor corporation thereafter shall cause to
be signed and delivered to the Trustee on its behalf for that purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. 
 ARTICLE 9 
 Supplemental Indentures 
 SECTION 901. Supplemental Indentures without Consent of Holders. 
 Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes: 
 (1) to evidence the succession of another corporation to
the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 
 (2)
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender with respect to all or any series of Securities any right or power herein conferred upon the Company (and if such right or power is to be surrendered with respect to less than all series of
Securities, stating that such right or power is being surrendered solely with respect to such series); or 
  

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 (3) to add any additional Defaults or Events of Default; or 
 (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; or 
 (5)
to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision; or 
 (6) to secure the Securities; or 
 (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 
 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this 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 611(b);
or 
 (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such other provisions shall not adversely affect the interests of the Holders of Securities of any series in any
material respect. 
 SECTION 902. Supplemental Indentures with Consent of Holders. 
 With the consent of the Holders of not less than 66  2/3 % in principal amount of the Outstanding Securities of each series affected by such supplemental indenture,
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 Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby, 
 (1) change the Stated
Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any


  

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Security or any premium or the interest thereon 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 modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or 
 (2) reduce the percentage in principal amount of the Outstanding 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 Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 

(3) modify any of the provisions of this Section, Section 513 or Section 1007, except to increase any such percentage or to
provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1007 or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901.

 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the right under this Indenture of the
Holders of Securities of any other series. 
 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. 
 SECTION 903.
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 Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon (a) an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture and (b) an Officers’ Certificate stating that no default in payment and no Default has occurred or is continuing and that all conditions precedent to the
Company’s execution and delivery of a valid supplemental indenture have been satisfied. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise. 
 SECTION 904. Effect of Supplemental; Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
  

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 SECTION 905. 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 906. Reference in Securities to Supplemental Indentures. 
 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 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 authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 
 ARTICLE 10 
 Covenants 
 SECTION 1001. Payment of Principal, Premium and Interest. 
 The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium, if any) and interest (if any) on the Securities of that series in accordance with the terms of the Securities and this Indenture. 
 SECTION 1002. Maintenance of Office or Agency. 
 The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where 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 Securities of that series and this 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 such presentations, surrenders, notices and demands. 
 The Company may also from time to time designate one or more other offices or agencies where the 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 its obligation to maintain an office or agency in each
Place of Payment for 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. Unless otherwise
provided in the Board Resolution or supplemental indenture with respect to a series of Securities, the Company hereby initially designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York. The
Company initially appoints the Trustee as Paying Agent in such city. 
  

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 SECTION 1003. Money for Securities Payments to Be Held in Trust. 
 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 The Company will cause each Paying Agent
for any series of 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: 
 (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
 (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on the Securities of that
series; and 
 (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such Paying Agent. 
 The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining unclaimed for three years after such principal (and premium, if any) or interest has 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 Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect


  

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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 once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the
Borough of Manhattan, The City of New York, or mailed to each such Holder, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing,
any unclaimed balance of such money then remaining will be repaid to the Company. 
 SECTION 1004. Corporate Existence. 
 Subject to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence,
rights (charter and statutory) and franchises and the corporate existence, rights (charter and statutory) and franchises of each Principal Constituent Bank; provided, however, that the Company shall not be required to preserve any such right
or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries considered as a whole and that the loss thereof is not disadvantageous in any
material respect to the Holders; and provided, further, that nothing herein shall be construed to limit the ability of the Company to dispose of or otherwise transfer its interest in any Principal Constituent Bank. 
 SECTION 1005. Payment of Taxes. 
 The Company
will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good
faith by appropriate proceedings. 
 SECTION 1006. Statement as to Compliance. 
 The Company will deliver to the Trustee, within 120 days after the end of each fiscal year (which on the date hereof ends on December 31), a written
statement, which need not comply with Section 102, signed by at least the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating, as to each signer thereof, that: 
 (1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his or her
supervision, and 
 (2) to the best of his or her knowledge, based on such review, (a) the Company has complied with all
conditions and covenants under this Indenture throughout such year, without regard to any period of grace or requirement of notice provided herein, or, if there has been a default in such compliance, specifying each such default known to him or her
and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, a Default, or, if such an event has occurred and is continuing, specifying each such event known
to him and the nature and status thereof. 
  

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 SECTION 1007. Waiver of Certain Covenants. 
 The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004 and 1005 with respect to the
Securities of any series if before the time for such compliance the Holders of at least 50% in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
 ARTICLE 11

 Redemption of Securities 
 SECTION 1101. Applicability of Article. 
 Securities of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. 
 SECTION 1102. Election to Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 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 and of the principal amount of Securities of such series to be redeemed and deliver an
Officers’ Certificate stating that no default in payment and no Default has occurred or is continuing. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
 SECTION 1103. Selection by Trustee of Securities to be Redeemed. 
 If less than all the Securities of any
series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding 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 denominations for Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series or a denomination larger than the minimum authorized denomination for Securities of that series. 
 The
Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
  

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 Securities shall be excluded from eligibility for selection for redemption if they are identified by
registration and certificate number in a written statement signed by an authorized officer of the Company and delivered to the Trustee on or prior to the date of notice to the Trustee of redemption as being owned beneficially by and not pledged or
hypothecated by either (a) the Company or (b) an Affiliate of the Company specifically identified in such written statement. 
 For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal
amount of such Securities which has been or is to be redeemed. 
 SECTION 1104. Notice of Redemption. 
 Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the Security Register. 
 All notices of redemption shall state:

 (1) the Redemption Date, 
 (2) the Redemption Price and the amount of any accrued interest to the Redemption Date, 
 (3)
if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, 
 (4) that on the Redemption Date, the Redemption Price will become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date, 
 (5) the place or places where such
Securities are to be surrendered for payment of the Redemption Price and any accrued interest to the Redemption Date, and 
 (6) that the redemption is for a sinking fund, if such is the case. 
 Notice of redemption of Securities to be redeemed at the
election 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. 
 The Trustee shall not mail any notice of redemption through the sinking fund or of any optional redemption in part as to any series during the continuance of any default in the payment of interest or any Default with
respect to the Securities of that series. 
  

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 SECTION 1105. Deposit of Redemption Price. 
 On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date. 
 SECTION 1106. Securities Payable on Redemption Date. 
 Notice of redemption having been given as aforesaid, the 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) such Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of
Section 307. 
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 SECTION 1107.
Securities Redeemed in Part. 
 Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with,
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 attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or 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 Security so surrendered. 
 ARTICLE 12 
 Sinking Funds 
 SECTION 1201. Applicability of
Article. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as
otherwise specified as contemplated by Section 301 for Securities of such series. 
 The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series 

  

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is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
 SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. 
 The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

SECTION 1203. Redemption of Securities for Sinking Fund. 
 Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so credited which have not theretofore been delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
 ARTICLE 13 
 Subordination of Securities 
 SECTION 1301. Securities Subordinate to Senior Indebtedness. 
 The Company covenants and agrees that anything
in this Indenture or the Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Securities of each series is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided herein,
and each Holder of Securities of each series, by its acceptance thereof, likewise covenants and agrees to the subordination herein provided and shall be bound by the provisions hereof. Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. The 

  

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Securities shall rank pari passu with, and not be “Senior Indebtedness” with respect to, the indebtedness referred to in clause (a) of the
definition of “Senior Indebtedness” set forth in Section 101. Each series of Securities shall rank pari passu with each other series. As used in this Section 1301, “pari passu” means ranking equally in right of payment
upon the happening of any of the events described in the first sentence of the third paragraph of this Section 1301. 
 In the event
that the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or
otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest on any of the Securities, or in respect of any redemption, retirement, purchase or
other acquisition of any of the Securities. 
 In the event of 
 (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property, 
 (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, 
 (c) any assignment by the Company for the benefit of creditors, or 
 (d) any other marshalling of the assets of the Company, 
 all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to
any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and
to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or
delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall
have been paid in full. 
 In the event that, notwithstanding the foregoing, any payment or distribution of any character or any security,
whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment 

  

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the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the
Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of
any of the terms hereof and if such fact shall, at or prior to the time of such receipt, have been made known to the Trustee, or, as the case may be, such Holder, then such payment or distribution or security shall be received in trust for the
benefit of, and shall be paid over or delivered and transferred to, the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each
holder of Senior Indebtedness is hereby irrevocably authorized to endorse to assign the same. 
 No present or future holder of any Senior
Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the
Holders of Securities of each series, the obligation of the Company to pay to such Holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the Holders from exercising all rights, powers and remedies
otherwise permitted by applicable law or hereunder upon a Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the Holders.

 Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to
receive any further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, and such payments or distributions received by such Holders, by
reason of such subrogation, of cash, securities or other propriety which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on
the one hand, and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series. 
  

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 SECTION 1302. Trustee and Holders of Securities May Rely on certificate of Liquidating Agent; Trustee May
Require Further Evidence as to Ownership of Senior Indebtedness; Trustee Not Fiduciary to Holders of Senior Indebtedness. 
 Upon any payment
or distribution of assets of the Company referred to in this Article 13, the Trustee and the Holders shall be entitled to rely upon an order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation,
reorganization or arrangement proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the
Holders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of 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 13. In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the Trustee shall be entitled to rely upon a written notice by a Person representing
himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee or representative). 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 holder of Senior Indebtedness to participate in any payments or distributions pursuant to this Article 13, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts
pertinent to the rights of such Person under this Article 13, and if such evidence is not furnished, the Trustee may refuse to offer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. 
 SECTION 1303. Payment Permitted
If No Default. 
 Nothing contained in this Article 13 or elsewhere in this Indenture or in any of the Securities shall prevent (a) the
Company, at any time except during the pendency of any dissolution, winding up, liquidation or reorganization proceedings referred to in, or under the conditions described in, Section 1301, from making payments at any time of the principal of
(and premium, if any) or interest on the Securities or (b) the application by the Trustee or any Paying Agent of any monies deposited with it hereunder to payments of the principal of or interest on the Securities if, at the time of such
deposit, the Trustee or such Paying Agent, as the case may be, did not have the written notice provided for in Section 1304 of any event prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in trust) by the
Company with the Trustee or any Paying Agent (other than the Company) such payment would not have been prohibited by the provisions of this Article, and the Trustee or any Paying shall not be affected by any notice of the contrary received by it on
or after such date. 
 SECTION 1304. Trustee Not Charged with Knowledge of Prohibition. 
 Anything in this Article 13 or elsewhere in this Indenture contained to the contrary notwithstanding, the Trustee shall not at any time be charged with
knowledge of the existence of 

  

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any facts which would prohibit the making of any payment of monies hereunder to or by the Trustee and shall be entitled conclusively to assume that no such
facts exist and that no event specified in Section 1301 has happened, until the Trustee shall have received an Officers’ Certificate to that effect or notice in writing to that effect signed by or on behalf of the holder or holders, or
their trustee or representatives, of Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders, or their trustee or representatives, or from
any trustee under any indenture pursuant to which such Senior Indebtedness shall be outstanding; provided that, if prior to the third Business Day preceding the date upon which by the terms hereof any monies become payable hereunder
(including, without limitation, the payment of either the principal of or interest on any Security), or in the event of the execution of an instrument pursuant to Section 401 acknowledging satisfaction and discharge of this Indenture, then if
prior to the second Business Day preceding the date of such execution, the Trustee or any Paying Agent shall not have received with respect to such monies the Officers’ Certificate or notice provided for in this Section 1304, then,
anything herein contained to the contrary notwithstanding, the Trustee or such Paying Agent shall have full power and authority to receive such monies and apply the same to the purpose for which they were received and shall not be affected by any
notice to the contrary which may be received by it on or after such date. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts known to the Company which would prohibit the payment of monies to or by the
Trustee or any Paying Agent. 
 SECTION 1305. Trustee to Effectuate Subordination. 
 Each Holder of Securities by its acceptance thereof authorizes and directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination as between such Holder and holders of Senior Indebtedness, as provided in this Article, and appoints the Trustee its attorney-in-fact for any and all such purposes. 
 SECTION 1306. Rights of Trustee as Holder of Senior Indebtedness. 
 The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at the time be held by it, to the same extent as any other holder of Senior Indebtedness;
provided that nothing in this Indenture shall deprive the Trustee of any of its rights as such holder; and provided, further, that nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 607. 
 SECTION 1307. Article Applicable to Paying Agents. 
 In case at any time any 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 shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if the Paying Agent
were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 1304 and 1306 shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as Paying Agent. 
 Section 1308. Trustee Not Fiduciary for Holders of Senior Indebtedness; Preservation of Trustee’s Rights. 
 The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall
in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.

 Nothing in this Article shall subordinate to Senior Indebtedness the claims of, or payments to, the Trustee under or pursuant to Section
607. 
  

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 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same instrument. 
 In witness whereof, the parties
hereto have caused this Indenture to be duly executed all as of the day and year first above written. 
  

					
	Marshall & Ilsley Corporation
		
	By:	 	 /s/ Michael C. Smith

		 	Michael C. Smith
		 	Senior Vice President and Treasurer
	
	The Bank of New York, as Trustee
		
	By:	 	 /s/ Larry O’Brien

		 	Its:	 	Vice President


  

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