Amended and Restated Declaration of Trust of Fifth Third Capital Trust V



 EXHIBIT 4.1 
  

 AMENDED AND RESTATED
DECLARATION OF TRUST 
 among 
 FIFTH THIRD BANCORP, 
 as Sponsor 
 WILMINGTON TRUST COMPANY, 
 as Property Trustee 
 WILMINGTON TRUST COMPANY, 
 as
Delaware Trustee 
 and 
 THE ADMINISTRATIVE TRUSTEES NAMED HEREIN 
  

 Dated as of August 8, 2007 
  

 FIFTH THIRD CAPITAL TRUST V 
  








 Certain Sections of this Declaration of Trust relating to Sections 310 through 318 
 of the Trust Indenture Act of 1939: 
  

							
	 Trust Indenture
 Act Section
	 	 Declaration of Trust
 Section

	(§) 310	 	(a)(1)	 		 	8.7
		 	(a)(2)	 		 	8.7
		 	(a)(3)	 		 	8.9
		 	(a)(4)	 		 	2.7(a)(ii)
		 	(b)	 		 	8.8
	(§) 311	 	(a)	 		 	8.13
		 	(b)	 		 	8.13
	(§) 312	 	(a)	 		 	5.8
		 	(b)	 		 	5.8
		 	(c)	 		 	5.8
	(§) 313	 	(a)	 		 	8.15(a)
		 	(a)(4)	 		 	8.15(b)
		 	(b)	 		 	8.15(b)
		 	(c)	 		 	10.8
		 	(d)	 		 	8.15(c)
	(§) 314	 	(a)	 		 	8.16
		 	(b)	 		 	Not Applicable
		 	(c)(1)	 		 	8.17
		 	(c)(2)	 		 	8.17
		 	(c)(3)	 		 	Not Applicable
		 	(d)	 		 	Not Applicable
		 	(e)	 		 	1.1, 8.17
	(§) 315	 	(a)	 		 	8.1(a), 8.3(a)
		 	(b)	 		 	8.2, 10.8
		 	(c)	 		 	8.1(d)
		 	(d)	 		 	8.1, 8.3
		 	(e)	 		 	10.1
		 	(a)	 		 	Not Applicable
	(§) 316	 	(a)(1)(A)	 		 	8.1(e)(iii)
		 	(a)(1)(B)	 		 	5.13(b)
		 	(a)(2)	 		 	Not Applicable
		 	(b)	 		 	5.13
		 	(c)	 		 	6.7
	(§) 317	 	(a)(1)	 		 	Not Applicable
		 	(a)(2)	 		 	Not Applicable
		 	(b)	 		 	5.10
	(§) 318	 	(a)	 		 	10.10


 Note: This reconciliation and tie sheet shall not,
for any purpose, be deemed to be a part of the Declaration of Trust. 
  

 -i- 








 TABLE OF CONTENTS 
  


					
		  	 ARTICLE I
  
 DEFINED TERMS
	  	
			
	 Section 1.1.
	  	Definitions	  	1
			
		  	 ARTICLE II
  
 CONTINUATION OF THE ISSUER TRUST
	  	
			
	 Section 2.1.
	  	Name	  	10
	 Section 2.2.
	  	Office of the Delaware Trustee; Principal Place of Business	  	10
	 Section 2.3.
	  	Initial Contribution of Trust Property; Organizational Expenses	  	10
	 Section 2.4.
	  	Issuance of the Preferred Securities	  	10
	 Section 2.5.
	  	Issuance of the Common Securities; Subscription and Purchase of Debentures	  	10
	 Section 2.6.
	  	Continuation of Trust	  	11
	 Section 2.7.
	  	Authorization to Enter into Certain Transactions	  	11
	 Section 2.8.
	  	Assets of Trust	  	15
	 Section 2.9.
	  	Title to Trust Property	  	15
			
		  	 ARTICLE III
  
 PAYMENT ACCOUNT
	  	
			
	 Section 3.1.
	  	Payment Account	  	15
			
		  	 ARTICLE IV
  
 DISTRIBUTIONS; REDEMPTION
	  	
			
	 Section 4.1.
	  	Distributions	  	15
	 Section 4.2.
	  	Redemption	  	16
	 Section 4.3.
	  	Subordination of Common Securities	  	18
	 Section 4.4.
	  	Payment Procedures	  	19
	 Section 4.5.
	  	Tax Returns and Reports	  	19
	 Section 4.6.
	  	Payments under Indenture or Pursuant to Direct Actions	  	19
			
		  	 ARTICLE V
  
 TRUST SECURITIES CERTIFICATES
	  	
			
	 Section 5.1.
	  	Initial Ownership	  	20
	 Section 5.2.
	  	The Trust Securities Certificates	  	20

  

 -ii- 









					
	 Section 5.3.
	  	Execution, Delivery and Authentication of Trust Securities Certificates	  	20
	 Section 5.4.
	  	Book-Entry Preferred Securities	  	21
	 Section 5.5.
	  	Registration of Transfer and Exchange of Preferred Securities Certificates	  	23
	 Section 5.6.
	  	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates	  	23
	 Section 5.7.
	  	Persons Deemed Holders	  	24
	 Section 5.8.
	  	Access to List of Holders’ Names and Addresses	  	24
	 Section 5.9.
	  	Maintenance of Office or Agency	  	25
	 Section 5.10.
	  	Appointment of Paying Agent	  	25
	 Section 5.11.
	  	Ownership of Common Securities by Sponsor	  	25
	 Section 5.12.
	  	Notices to Clearing Agency	  	26
	 Section 5.13.
	  	Rights of Holders; Waivers of Past Defaults	  	26
			
		  	 ARTICLE VI
  
 ACTS OF HOLDERS; MEETINGS; VOTING
	  	
			
	 Section 6.1.
	  	Limitations on Voting Rights	  	28
	 Section 6.2.
	  	Notice of Meetings	  	28
	 Section 6.3.
	  	Meetings of Holders of the Preferred Securities	  	29
	 Section 6.4.
	  	Voting Rights	  	29
	 Section 6.5.
	  	Proxies, etc.	  	29
	 Section 6.6.
	  	Holder Action by Written Consent	  	29
	 Section 6.7.
	  	Record Date for Voting and Other Purposes	  	30
	 Section 6.8.
	  	Acts of Holders	  	30
	 Section 6.9.
	  	Inspection of Records	  	31
			
		  	 ARTICLE VII
  
 REPRESENTATIONS AND WARRANTIES
	  	
			
	 Section 7.1.
	  	Representations and Warranties of the Property Trustee and the Delaware Trustee	  	31
	 Section 7.2.
	  	Representations and Warranties of Sponsor	  	32
			
		  	 ARTICLE VIII
  
 THE ISSUER TRUSTEES
	  	
			
	 Section 8.1.
	  	Certain Duties and Responsibilities	  	32
	 Section 8.2.
	  	Certain Notices	  	34
	 Section 8.3.
	  	Certain Rights of Property Trustee	  	35
	 Section 8.4.
	  	Not Responsible for Recitals or Issuance of Securities	  	36
	 Section 8.5.
	  	May Hold Securities	  	37
	 Section 8.6.
	  	Compensation; Indemnity; Fees	  	37
	 Section 8.7.
	  	Corporate Property Trustee Required; Eligibility of Issuer Trustees	  	38
	 Section 8.8.
	  	Conflicting Interests	  	38

  

 -iii- 









					
	 Section 8.9.
	  	Co-Trustees and Separate Trustee	  	39
	 Section 8.10.
	  	Resignation and Removal; Appointment of Successor	  	40
	 Section 8.11.
	  	Acceptance of Appointment by Successor	  	41
	 Section 8.12.
	  	Merger, Conversion, Consolidation or Succession to Business	  	42
	 Section 8.13.
	  	Preferential Collection of Claims Against Sponsor or Issuer Trust	  	42
	 Section 8.14.
	  	Property Trustee May File Proofs of Claim	  	42
	 Section 8.15.
	  	Reports by Property Trustee	  	43
	 Section 8.16.
	  	Reports to the Property Trustee	  	43
	 Section 8.17.
	  	Evidence of Compliance with Conditions Precedent	  	44
	 Section 8.18.
	  	Number of Issuer Trustees	  	44
	 Section 8.19.
	  	Delegation of Power	  	44
			
		  	 ARTICLE IX
  
 TERMINATION, LIQUIDATION AND MERGER
	  	
			
	 Section 9.1.
	  	Termination Upon Expiration Date	  	44
	 Section 9.2.
	  	Early Termination	  	44
	 Section 9.3.
	  	Termination	  	45
	 Section 9.4.
	  	Liquidation	  	45
	 Section 9.5.
	  	Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust	  	46
			
		  	 ARTICLE X
  
 MISCELLANEOUS PROVISIONS
	  	
			
	 Section 10.1.
	  	Limitation of Rights of Holders	  	47
	 Section 10.2.
	  	Amendment	  	48
	 Section 10.3.
	  	Separability	  	49
	 Section 10.4.
	  	Governing Law	  	49
	 Section 10.5.
	  	Payments Due on Non-Business Day	  	50
	 Section 10.6.
	  	Successors	  	50
	 Section 10.7.
	  	Headings	  	50
	 Section 10.8.
	  	Reports, Notices and Demands	  	50
	 Section 10.9.
	  	Agreement Not to Petition	  	51
	 Section 10.10.
	  	Trust Indenture Act; Conflict with Trust Indenture Act	  	51
	 Section 10.11.
	  	Acceptance of Terms of Declaration of Trust, Guarantee Agreement and Indenture	  	51
			
	Exhibit A	  	Certificate of Trust	  	
	Exhibit B	  	Form of Common Securities Certificate	  	
	Exhibit C	  	Form of Preferred Securities Certificate	  	
	Exhibit D	  	Form of Expense Agreement	  	

  

 -iv- 








 AMENDED AND RESTATED DECLARATION
OF TRUST, dated as of August 8, 2007, among FIFTH THIRD BANCORP, an Ohio corporation (including any successors or assigns, the
“Sponsor”), WILMINGTON TRUST COMPANY, as property trustee (in such capacity, the “Property Trustee”), WILMINGTON
TRUST COMPANY, as Delaware trustee (in such capacity, the “Delaware Trustee”), Paul L. Reynolds, an individual, and Mahesh Sankaran, an individual, each of whose address is Fifth Third
Bancorp, 38 Fountain Square Plaza, Cincinnati, Ohio 45263 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees
being referred to collectively as the “Issuer Trustees”), and the several Holders, as hereinafter defined. 
 WITNESSETH 
 WHEREAS, the Sponsor and the Delaware Trustee have heretofore duly declared and
established a statutory trust under the name “Fifth Third Capital Trust V” (the “Issuer Trust”) pursuant to the Delaware Statutory Trust Act by entering into the Declaration of Trust, dated as of December 17,
2001 (the “Original Declaration”), and by the execution and filing by the Delaware Trustee with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on December 17, 2001 attached as
Exhibit A; 
 WHEREAS, the parties hereto desire to amend and restate the Original Declaration in its entirety as
set forth herein to provide for, among other things, (i) the issuance of the Common Securities by the Issuer Trust to the Sponsor, (ii) the issuance and sale of the Preferred Securities by the Issuer Trust pursuant to the Underwriting
Agreement and (iii) the acquisition by the Issuer Trust from the Sponsor of all of the right, title and interest in the Debentures; 
 NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each party, for the
benefit of the other parties and for the benefit of the Holders, hereby amends and restates the Original Declaration in its entirety and agrees as follows: 
 ARTICLE I 
 DEFINED TERMS 
 Section 1.1.        Definitions. 
 For all purposes of this Amended Declaration, except as otherwise expressly provided or unless the context otherwise requires: 
 (a)        The terms defined in this Article have the meanings assigned to them in this Article, and include the
plural as well as the singular; 
 (b)        All other terms used herein that are defined in the
Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 
 (c)        The words “include”, “includes” and “including” are deemed to be followed by the phrase “without limitation”; 
  

 DECLARATION OF TRUST 








 (d)        All accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting
principles that are generally accepted in the United States at the date or time of such computation; provided that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the
Sponsor; 
 (e)        Unless the context otherwise requires, any reference to an
“Article”, a “Section” or an “Exhibit” refers to an Article, a Section or an Exhibit, as the case may be, of or to this Amended Declaration; and 
 (f)        The words “hereby”, “herein”, “hereof” and “hereunder” and
other words of similar import refer to this Amended Declaration as a whole and not to any particular Article, Section or other subdivision. 
 “Act” has the meaning specified in Section 6.8. 
 “Additional Amount” means, with respect to
Trust Securities of a given Liquidation Amount and/or a given period, the amount of Additional Interest (as defined in the Indenture) paid by the Sponsor on a Like Amount of Debentures for such period. 
 “Administrative Trustee” means each of the individuals identified as an “Administrative Trustee” in the preamble to this
Amended Declaration solely in such individual’s capacity as Administrative Trustee of the Issuer Trust and not in such individual’s individual capacity, or such Administrative Trustee’s successor in interest in such capacity, or any
successor trustee appointed as herein provided. 
 “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. 
 “Amended Declaration” means this Amended and Restated Declaration of Trust, as the same may be modified,
amended or supplemented in accordance with the applicable provisions hereof, including (i) all exhibits, and (ii) for all purposes of this Amended Declaration and any such modification, amendment or supplement, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this Amended Declaration and any such modification, amendment or supplement, respectively. 
 “Applicable Procedures” means, with respect to any transfer or transaction involving a Book-Entry Preferred Security, the rules and procedures of the Clearing Agency for such Book-Entry Preferred Security, in each case to
the extent applicable to such transaction and as in effect from time to time. 
 “Authorized Officer” of any Person means
any officer of such Person or any Person authorized by or pursuant to a resolution of the Board of Directors of such Person. 
  

 -2- 








 “Bankruptcy Event” means, with respect to any Person: 
 (a)        the entry of a decree or order by a court having jurisdiction in the premises judging such Person a
bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under any applicable federal or state bankruptcy, insolvency, reorganization or other
similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part 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 
 (b)        the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt, or the taking of corporate action by such Person in furtherance of any such action. 
 “Bankruptcy Laws” has the meaning specified in Section 10.9. 
 “Board of Directors” means either the board of directors of the Sponsor or any committee of that board duly authorized to act hereunder.

 “Book-Entry Preferred Securities Certificate” means a Preferred Securities Certificate evidencing ownership of Book-Entry
Preferred Securities. 
 “Book-Entry Preferred Security” means a Preferred Security, the ownership and transfers of which
shall be made through book entries by a Clearing Agency as described in Section 5.4. 
 “Business Day” means any day
other than a Saturday, Sunday, or any other day on which banking institutions and trust companies in New York, New York, Cincinnati, Ohio, or Wilmington, Delaware are permitted or required by any applicable law to close, or on or after
August 15, 2057, a day that is not a London banking day. 
 “Certificate Depository Agreement” means the Issuer Letter
of Representations between the Issuer Trust and DTC, as the initial Clearing Agency, dated as of the Closing Date. 
 “Clearing
Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. DTC will be the initial Clearing Agency. 
 “Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. 
 “Closing Date”
means the Time of Delivery, which date is also the date of execution and delivery of this Amended Declaration. 
 “Code”
means the Internal Revenue Code of 1986, as amended. 
  

 -3- 








 “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties
at such time. 
 “Common Securities Certificate” means a certificate evidencing ownership of Common Securities,
substantially in the form attached as Exhibit B. 
 “Common Security” means a common undivided beneficial
interest in assets of the Issuer Trust, having a Liquidation Amount of $25 and having the rights provided therefor in this Amended Declaration, including the right to receive Distributions and a Liquidation Distribution to the extent provided
herein. 
 “Corporate Trust Office” means (i) when used with respect to the Property Trustee, the office of the
Property Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration, and (ii) when used with respect to the Debenture Trustee, the principal office of the Debenture Trustee located at Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration. 
 “Debenture Event of Default” means any
“Event of Default” specified in Sections 2.9(a) through (f) of the Supplemental Indenture. 
 “Debenture
Redemption Date” means, with respect to any Debentures to be redeemed under the Indenture, the date fixed for redemption of such Debentures under the Indenture. 
 “Debenture Repayment Date” means a Repayment Date as defined in the Supplemental Indenture. 
 “Debenture Trustee” means the Person identified as the “Trustee” in the Indenture, solely in its capacity as Trustee pursuant to the Indenture and not in its individual capacity, or its successor in
interest in such capacity, or any successor Trustee appointed as provided in the Indenture. 
 “Debentures” means the
Sponsor’s 7.25% Junior Subordinated Notes due 2067, issued pursuant to the Indenture and the Supplemental Indenture. 
 “Definitive Preferred Securities Certificates” means either or both (as the context requires) of (i) Preferred Securities Certificates issued as Book-Entry Preferred Securities Certificates as provided in
Section 5.2 or 5.4, and (ii) Preferred Securities Certificates issued in certificated, fully registered form as provided in Section 5.2, 5.4 or 5.5. 
 “Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as it may be amended from time to time. 
 “Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to this Amended Declaration,
solely in its capacity as Delaware Trustee of the Issuer Trust and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware Trustee appointed as herein provided. 
  

 -4- 








 “Distribution Date” has the meaning specified in Section 4.1(a). 
 “Distribution Period” means the period beginning on and including August 8, 2007 and ending on but excluding the first Distribution
Date, and each period after that period beginning on and including a Distribution Date and ending on but excluding the next Distribution Date. 
 “Distributions” means amounts payable in respect of the Trust Securities as provided in Section 4.1. 
 “DTC” means The Depository Trust Company. 
 “Early Termination Event” has the meaning specified
in Section 9.2. 
 “Event of Default” means any one of the following events (whatever the reason for such event 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): 
 (a) the occurrence of a Debenture Event of Default; or 
 (b) default by the Issuer Trust in the payment of any Distribution when it becomes due and payable, and continuation of such default for a period of 30 days; or 
 (c) default by the Issuer Trust in the payment of any Redemption Price of any Trust Security when it becomes due and payable; or 
 (d) default in the performance, or breach, in any material respect, of any covenant or warranty of the Issuer Trustees in this Amended Declaration
(other than those specified in clause (b) or (c) above) and continuation of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer Trustees and to the Sponsor by the
Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Preferred Securities 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 
 (e) the occurrence of a Bankruptcy Event with respect to the Property Trustee if a successor Property Trustee has not
been appointed within 90 days thereof. 
 “Exchange Act” means the Securities Exchange Act of 1934, and any successor
statute thereto, in each case as amended from time to time. 
 “Expense Agreement” means the Agreement as to Expenses and
Liabilities, dated as of the date hereof, between the Sponsor and the Issuer Trust, substantially in the form attached as Exhibit D, as amended from time to time. 
 “Expiration Date” has the meaning specified in Section 9.1. 
 “Federal Reserve
Board” means the Board of Governors of the Federal Reserve System, as from time to time constituted, or if at any time after the execution of this Amended Declaration the Federal Reserve is not existing and performing the duties now
assigned to it, then the bodies performing such 

  

 -5- 








 
duties at such time, or the Federal Reserve Bank of Cleveland, or any successor Federal reserve bank having primary jurisdiction over the Sponsor.

 “Final Repayment Date” means the Final Repayment Date as specified in the Supplemental Indenture (as it may have been
extended pursuant to the terms thereof). 
 “Guarantee Agreement” means the Guarantee Agreement executed and delivered by
the Sponsor and Wilmington Trust Company, as guarantee trustee, contemporaneously with the execution and delivery of this Amended Declaration, for the benefit of the holders of the Preferred Securities, as amended from time to time. 
 “Holder” means a Person in whose name a Trust Security or Trust Securities are registered in the Securities Register; any such Person
shall be a beneficial owner within the meaning of the Delaware Statutory Trust Act. 
 “Indenture” means the Indenture,
dated as of March 20, 1997, between the Sponsor and the Debenture Trustee, as trustee, as amended and supplemented by the Supplemental Indenture. 
 “Investment Company Act” means the Investment Company Act of 1940, or any successor statute thereto, in each case as amended from time to time. 
 “Issuer Trust” means the Delaware statutory trust known as “Fifth Third Capital Trust V”, which was formed on
December 17, 2001 under the Delaware Statutory Trust Act pursuant to the Original Declaration and the filing of the Certificate of Trust, and continued pursuant to this Amended Declaration. 
 “Issuer Trustees” has the meaning specified in the preamble to this Amended Declaration. 
 “Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment,
security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever. 
 “Like Amount” means (a) with respect to a redemption of any Trust Securities, Trust Securities having a Liquidation Amount equal to the principal amount of Debentures to be contemporaneously redeemed or repaid in
accordance with the Indenture and the Supplemental Indenture, the proceeds of which will be used to pay the Redemption Price of such Trust Securities, (b) with respect to a distribution of Debentures to Holders of Trust Securities in connection
with a dissolution or liquidation of the Issuer Trust, Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Debentures are distributed, and (c) with respect to any distribution
of Additional Amounts to Holders of Trust Securities, Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities in respect of which such distribution is made. 
 “Liquidation Amount” means the stated amount of $25 per Trust Security. 
 “Liquidation Date” means the date of the dissolution of the Issuer Trust pursuant to Section 9.4. 
 “Liquidation Distribution” has the meaning specified in Section 9.4(d). 
 “London banking day” means any day on which commercial banks are open for general business (including dealings in deposits in U.S.
dollars) in London, England. 
  

 -6- 








 “Majority in Liquidation Amount of the Preferred Securities” or “Majority in
Liquidation Amount of the Common Securities” means, except as provided by the Trust Indenture Act, Preferred Securities or Common Securities, as the case may be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Preferred Securities or Common Securities, as the case may be. 
 “Officers’ Certificate” means, with
respect to any person, a certificate signed by any two Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Amended Declaration shall include:

 (a)  a statement by each officer signing the Officers’ Certificate that such officer has read the covenant or condition and
the definitions relating thereto; 
 (b)  a brief statement of the nature and scope of the examination or investigation undertaken
by such officer in rendering the Officers’ Certificate; 
 (c)  a statement that such officer has made such examination or
investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d)  a statement as to whether, in the opinion of such officer, such condition or covenant has been complied with. 
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee of the Sponsor or an Affiliate of the
Sponsor, and who shall be reasonably acceptable to the Property Trustee. 
 “Original Declaration” has the meaning specified
in the recitals to this Amended Declaration. 
 “Outstanding”, when used with respect to Trust Securities, means, as of the
date of determination, all Trust Securities theretofore executed and delivered under this Amended Declaration, except: 
 (a)  Trust Securities theretofore cancelled by the Property Trustee or delivered to the Property Trustee for cancellation; 
 (b)  Trust Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent; provided that, if such Trust Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Amended Declaration; and 
 (c)  Trust Securities that have been
paid or in exchange for or in lieu of which other Trust Securities have been executed and delivered pursuant to Sections 5.4, 5.5, 5.6 and 5.11; 
 provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Preferred Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities beneficially owned by the Sponsor, any Issuer Trustee or any Affiliate of the Sponsor or of any Issuer Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Issuer Trustee
shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Preferred Securities that such Issuer Trustee knows to be so owned shall be so disregarded, and (b) the foregoing shall not
apply at any 

  

 -7- 








 
time when all of the outstanding Preferred Securities are beneficially owned by the Sponsor, one or more of the Issuer Trustees and/or any such Affiliate.
Preferred Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee’s right so to act with respect to such Preferred
Securities and that the pledgee is not the Sponsor or any Affiliate of the Sponsor. 
 “Owner” means each Person who is the
beneficial owner of Book-Entry Preferred Securities as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing Agency). 
 “Paying Agent” means any paying
agent or co-paying agent appointed pursuant to Section 5.10 and shall initially be Wilmington Trust Company. 
 “Payment
Account” means a segregated non-interest-bearing corporate trust account maintained by or on behalf of the Property Trustee for the benefit of the Holders in which all amounts paid in respect of the Debentures will be held and from which
the Property Trustee, through the Paying Agent, shall make payments to the Holders in accordance with Sections 4.1 and 4.2. 
 “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity of whatever nature. 
 “Preferred Securities
Certificate” means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit C. 
 “Preferred Security” means a preferred undivided beneficial interest in the assets of the Issuer Trust, having a Liquidation Amount of $25 and having the rights provided therefor in this Amended
Declaration, including the right to receive Distributions and a Liquidation Distribution to the extent provided herein. 
 “Property
Trustee” means the Person identified as the “Property Trustee” in the preamble to this Amended Declaration, solely in its capacity as Property Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor Property Trustee appointed as herein provided. 
 “Prospectus” means the
prospectus, dated March 26, 2007, of the Sponsor and the Issuer Trust relating to the offering of the Preferred Securities, as supplemented by the prospectus supplement, dated August 1, 2007. 
 “Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this
Amended Declaration; provided that each Debenture Redemption Date and the stated maturity of the Debentures shall be a Redemption Date for a Like Amount of Trust Securities. 
 “Redemption Price” means, with respect to any Trust Security, the Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date plus the related amount of the premium, if any, paid by the Sponsor upon the concurrent redemption of a Like Amount of 

  

 -8- 








 
Debentures or Debentures having a principal amount equal to the Liquidation Amount of such Trust Security. 
 “Relevant Trustee” has the meaning specified in Section 8.10. 
 “Responsible Officer” means, with respect to the Property Trustee, any officer of the Property Trustee assigned to its corporate trust
services department, or with respect to a particular corporate trust matter, any officer to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject. 
 “Securities Act” means the Securities Act of 1933, and any successor statute thereto, in each case as amended from time to time.

 “Securities Register” and “Securities Registrar” have the respective meanings specified in
Section 5.5. 
 “Sponsor” has the meaning specified in the preamble to this Amended Declaration. 
 “Supplemental Indenture” means the Second Supplemental Indenture, dated as of August 8, 2007, between the Sponsor and the Debenture
Trustee, as trustee, as amended or supplemented from time to time. 
 “Time of Delivery” has the meaning specified in the
Underwriting Agreement. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which
this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended. 
 “Trust Property” means (a) the Debentures, (b) any cash on deposit in, or owing to, the
Payment Account, and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to this Amended Declaration. 
 “Trust Securities Certificate” means any one of the Common Securities Certificates or the Preferred Securities Certificates. 

“Trust Security” means any one of the Common Securities or the Preferred Securities. 
 “Underwriting Agreement” means the Underwriting Agreement, dated as of August 1, 2007, among the Issuer Trust, the Sponsor and the
Underwriters named therein, as the same may be amended from time to time. 
 “U.S. Person” means a United States person as
defined in Section 7701(a)(30) of the Code. 
  

 -9- 








 ARTICLE II 
 CONTINUATION OF THE ISSUER TRUST 
 Section 2.1.        Name. 
 The trust established under the Original Declaration and
continued hereby shall be known as “Fifth Third Capital Trust V”, as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders of Trust Securities and the other Issuer Trustees, in
which name the Issuer Trustees may conduct the business of the Issuer Trust, make and execute contracts and other instruments on behalf of the Issuer Trust and sue and be sued. 
 Section 2.2.        Office of the Delaware Trustee; Principal Place of Business. 
 The address of the Delaware Trustee in the State of Delaware is Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Holders, the Sponsor, the Property Trustee and the Administrative Trustees. The principal executive office
of the Issuer Trust is Fifth Third Center, 38 Fountain Square Plaza, Cincinnati, Ohio 45263. 
 Section
2.3.        Initial Contribution of Trust Property; Organizational Expenses. 
 The Sponsor
deposited the sum of $10 in connection with the Original Declaration, which constituted the initial Trust Property. The Sponsor shall pay organizational expenses of the Issuer Trust as they arise or shall, upon request of any Issuer Trustee,
promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer Trustee. The Sponsor shall make no claim upon the Trust Property for the payment of such expenses. 
 Section 2.4.        Issuance of the Preferred Securities. 
 On August 1, 2007, the Sponsor, both on its own behalf and on behalf of the Issuer Trust pursuant to the Original Declaration, executed and
delivered the Underwriting Agreement, which action is hereby authorized, approved, ratified and confirmed in all respects. Contemporaneously with the execution and delivery of this Amended Declaration, an Administrative Trustee, on behalf of the
Issuer Trust, shall execute in accordance with Sections 5.2, 5.3 and 8.9(a) and deliver to the Property Trustee for authentication and the Property Trustee shall deliver to the Underwriters, a Preferred Securities Certificate, registered in the
name as set forth in Section 5.2(b), evidencing an aggregate of 20,000,000 Preferred Securities having an aggregate Liquidation Amount of $500,000,000, against receipt of the aggregate purchase price of such Preferred Securities of
$500,000,000, by the Property Trustee. On any one or more dates after the execution and delivery of this Amended Declaration additional Preferred Securities Certificates representing Preferred Securities may be issued in accordance with
Section 5.3, registered in the name of the nominee of the initial Clearing Agency, against receipt by the Property Trustee of the purchase price that is determined by the Sponsor. 
 Section 2.5.        Issuance of the Common Securities; Subscription and Purchase of Debentures.

 Contemporaneously with the execution and delivery of this Amended Declaration, an Administrative Trustee, on behalf of the Issuer Trust,
shall execute in accordance with Sections 5.2, 5.3 and 8.9(a) and the Property Trustee shall deliver to the Sponsor, Common Securities Certificates, 

  

 -10- 








 
registered in the name of the Sponsor, evidencing an aggregate of 400 Common Securities having an aggregate Liquidation Amount of $10,000, against receipt of
the aggregate purchase price of such Common Securities of $10,000 by the Property Trustee. Contemporaneously therewith, an Administrative Trustee, on behalf of the Issuer Trust, shall subscribe for and purchase from the Sponsor the Debentures,
registered in the name of the Property Trustee on behalf of the Issuer Trust and having an aggregate principal amount equal to $500,010,000 and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Issuer
Trust, shall deliver to the Sponsor the sum of $500,010,000 (being the sum of the amounts delivered to the Property Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first sentence of this Section 2.5). In
connection with any subsequent issuance of Preferred Securities as set forth in the last sentence of Section 2.4, an Administrative Trustee, on behalf of the Issuer Trust, shall contemporaneously with any such additional issuance, subscribe to
and purchase from the Sponsor Debentures, registered in the name of the Issuer Trust, having an aggregate principal amount equal to the aggregate Liquidation Amount of Preferred Securities being issued by the Issuer Trust pursuant to the last
sentence of Section 2.4 against payment of a purchase price equal to the aggregate purchase prices of the Preferred Securities being so issued. 
 Section 2.6.        Continuation of Trust. 
 The exclusive
purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, and (b) to engage in those activities convenient, necessary or incidental thereto. The
Sponsor hereby reaffirms the appointment of the Delaware Trustee, the Property Trustee and the Administrative Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the respective
Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the Holders. The
Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware
Trustee shall be one of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act and for taking such actions as are required to be taken by a Delaware
trustee under the Delaware Statutory Trust Act. 
 Section 2.7.        Authorization to Enter into
Certain Transactions. 
 (a)        The Issuer Trustees shall conduct the affairs of the Issuer
Trust in accordance with the terms of this Amended Declaration. Subject to the limitations set forth in paragraph (b) of this Section, and in accordance with the following provisions (i) and (ii), the Issuer Trustees shall have the
authority to enter into all transactions and agreements determined by the Issuer Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Issuer Trustees, as the case may be, under this Amended
Declaration, and to perform all acts in furtherance thereof, including, without limitation, the following: 
 (i)
        As among the Issuer Trustees, each Administrative Trustee, acting singly or collectively, shall have the power and authority to act on behalf of the Issuer Trust with respect to the following matters:

  

 -11- 








 (A)        the preparation and filing by the
Issuer Trust with the Commission and the execution on behalf of the Issuer Trust of a registration statement on the appropriate form in relation to the Preferred Securities, including any amendments thereto and the taking of any action necessary or
desirable to sell the Preferred Securities in a transaction or a series of transactions pursuant thereto; 
 (B)        the issuance and sale of the Trust Securities; 
 (C)        causing the Issuer Trust to perform the transactions contemplated by and its obligations under the Underwriting Agreement and causing the Issuer Trust to enter into, and to execute, deliver
and perform the Certificate Depository Agreement, the Expense Agreement and such other agreements as may be necessary or desirable in connection with the purposes and function of the Issuer Trust; 
 (D)        assisting in the registration of the Preferred Securities under the Securities Act
and under applicable state securities or blue sky laws and the qualification of this Amended Declaration as a trust indenture under the Trust Indenture Act; 
 (E)        assisting in the listing of the Preferred Securities upon such securities exchange or
exchanges as shall be determined by the Sponsor, with the registration of the Preferred Securities under the Exchange Act and with the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing, as
applicable; 
 (F)        assisting in the sending of notices (other than notices of
default) and other information regarding the Trust Securities and the Debentures to the Holders in accordance with this Amended Declaration; 
 (G)        the consent to the appointment of a Paying Agent, authenticating agent and Securities Registrar in accordance with this Amended Declaration (which consent shall not
be unreasonably withheld); 
 (H)        the execution of the Trust Securities on
behalf of the Issuer Trust in accordance with this Amended Declaration; 
 (I)        the execution and delivery of closing certificates, if any, pursuant to the Underwriting Agreement and application for a taxpayer identification number for the Issuer Trust; 
 (J)        unless otherwise required by the Delaware Statutory Trust Act or the Trust Indenture
Act, executing on behalf of the Issuer Trust (either acting alone or together with the other Administrative Trustee) any documents that the Administrative Trustees have the power to execute pursuant to this Amended Declaration; and 
 (K)        the taking of any action incidental to the foregoing as the Issuer Trustees may from
time to time determine to be necessary or advisable to give effect to the terms of this Amended Declaration. 
 (ii)        As among the Issuer Trustees, the Property Trustee shall have the power, duty and authority to act on behalf of the Issuer Trust with respect to the following matters: 
  

 -12- 








 (A)        the establishment of the Payment
Account; 
 (B)        the receipt of the Debentures; 
 (C)        the collection of interest, principal and any other payments made in respect of the
Debentures and the holding of such amounts in the Payment Account; 
 (D)        the
distribution through the Paying Agent of amounts distributable to the Holders in respect of the Trust Securities; 
 (E)        the exercise of all of the rights, powers and privileges of a holder of the Debentures; 
 (F)        the sending of notices of default and other information regarding the Trust Securities and the Debentures to the Holders in accordance with this Amended Declaration;

 (G)        the distribution of the Trust Property in accordance with the terms of
this Amended Declaration; 
 (H)        to the extent provided in this Amended
Declaration, the winding up of the affairs of and liquidation of the Issuer Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; 
 (I)         performing the duties of the Property Trustee set forth in this Amended
Declaration; and 
 (J)         after an Event of Default (other than under
paragraph (b), (c), (d) or (e) of the definition of such term if such Event of Default is by or with respect to the Property Trustee) the taking of any action incidental to the foregoing as the Property Trustee may from time to time
determine is necessary or advisable to give effect to the terms of this Amended Declaration and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder).

 Except as otherwise provided in this Section 2.7(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or
the authority of the Administrative Trustees set forth in Section 2.7(a)(i). 
 (b)        So
long as this Amended Declaration remains in effect, the Issuer Trust (or the Issuer Trustees acting on behalf of the Issuer Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Issuer Trustees (acting on behalf of the Issuer Trust) shall not (i) acquire any investments or engage in any activities not authorized by this Amended Declaration, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would cause the Issuer Trust to be classified as other than
a grantor trust for U.S. federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any other debt, (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property,
(vi) apply any of the Trust Property or its proceeds other than as provided herein, (vii) acquire any assets other than the Trust Property, (viii) possess any power or otherwise act in such a 

  

 -13- 








 
way as to vary the Trust Property, except as expressly provided herein, (ix) possess any power or otherwise act in such a way as to vary the terms of
the Trust Securities in any way whatsoever (except to the extent expressly authorized in this Amended Declaration or by the terms of the Trust Securities) or (x) issue any securities or other evidences of beneficial ownership of, or beneficial
interest in, the Issuer Trust other than the Trust Securities. The Administrative Trustees shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Issuer Trust or
the Holders in their capacity as Holders. 
 (c)        In connection with the issue and sale of the
Preferred Securities, the Sponsor shall have the right and responsibility to assist the Issuer Trust with respect to, or effect on behalf of the Issuer Trust, the following (and any actions taken by the Sponsor in furtherance of the following prior
to the date of this Amended Declaration are hereby ratified and confirmed in all respects): 
 (i)        the preparation and filing by the Issuer Trust with the Commission and the execution on behalf of the Issuer Trust of a registration statement on the appropriate form in relation to the
Preferred Securities, including any amendments thereto and the taking of any action necessary or desirable to sell the Preferred Securities in a transaction or a series of transactions pursuant thereto; 
 (ii)        the determination of the states in which to take appropriate action to qualify or
register for sale all or part of the Preferred Securities and the taking of any and all such acts, other than actions that must be taken by or on behalf of the Issuer Trust, and advice to the Issuer Trust of actions that must be taken by or on
behalf of the Issuer Trust, and the preparation for execution and filing of any documents to be executed and filed by the Issuer Trust or on behalf of the Issuer Trust, as the Sponsor deems necessary or advisable in order to comply with the
applicable laws of any such States in connection with the sale of the Preferred Securities; 
 (iii)        if applicable, the preparation for filing by the Issuer Trust and execution on behalf of the Issuer Trust of an application to the New York Stock Exchange or any other national stock
exchange or the Nasdaq Stock Market for listing upon notice of issuance of any Preferred Securities; 
 (iv)        if applicable, the preparation for filing by the Issuer Trust with the Commission and the execution on behalf of the Issuer Trust of a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, including any amendments thereto; 
 (v)         the negotiation of the terms of, and the execution and delivery of, the Underwriting Agreement providing for the sale of the Preferred Securities; and 
 (vi)        the taking of any other actions necessary or desirable to carry out any of the
foregoing activities. 
 (d)        Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust will not be deemed to be an “investment company” required to be registered under the
Investment Company Act, and will not be classified as other than a grantor trust for U.S. federal, state and local income tax purposes and so that the Debentures will be treated as indebtedness of the Sponsor for U.S. federal, state and local income
tax purposes. In this connection, the Sponsor and the Administrative 

  

 -14- 








 
Trustees are authorized to take any action, not inconsistent with applicable law, the Certificate of Trust or this Amended Declaration, that they determine
in their discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect in any material respect the interests of the Holders of the Outstanding Preferred Securities. In no event shall the Sponsor or the
Issuer Trustees be liable to the Issuer Trust or the Holders for any failure to comply with this Section that results from a change in law or regulation or in the interpretation thereof. 
 Section 2.8.        Assets of Trust. 
 The assets of the Issuer Trust shall consist solely of the Trust Property. 
 Section 2.9.        Title to Trust Property. 
 Legal title to
all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee in trust for the benefit of the Issuer Trust and the Holders in accordance with this Amended
Declaration. 
 ARTICLE III 
 PAYMENT ACCOUNT 
 Section 3.1.        Payment Account.

 (a)        On or prior to the Closing Date, the Property Trustee shall establish the Payment
Account with the Paying Agent. The Property Trustee and its agents shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in
accordance with this Amended Declaration. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Holders and for
distribution as herein provided, including (and subject to) any priority of payments provided for herein. 
 (b)        The Property Trustee shall deposit (or cause to be deposited) in the Payment Account, promptly upon receipt, all payments of principal of or interest on, and any other payments or proceeds
with respect to, the Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof. 
 ARTICLE IV 
 DISTRIBUTIONS; REDEMPTION 
 Section 4.1.        Distributions. 
 (a)        The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions
(including of Additional Amounts) will be made on the Trust Securities at the rate and on the dates that payments of interest (including of Additional Interest, as defined in the Indenture) are made on the Debentures. Accordingly: 
 (i)        Distributions on the Trust Securities shall be cumulative, and will accumulate whether
or not there are funds of the Issuer Trust available for the payment of Distributions. 

  

 -15- 








 
Subject to the other provisions hereof, distributions shall accumulate from August 8, 2007, and, except in the event (and to the extent) that the
Sponsor exercises its right to defer the payment of interest on the Debentures pursuant to the Indenture and the Supplemental Indenture, shall be payable quarterly in arrears on February 15, May 15, August 15 and
November 15 of each year, commencing on November 15, 2007. If any Distribution Date scheduled on or prior to the regularly scheduled Interest Payment Date in August, 2057 occurs on a day that is not a Business Day, the payment of interest
for such Interest Payment Date shall be made (or such interest shall be made available for payment) on the next succeeding Business Day with the same force and effect as if such payment were made on the relevant Distribution Date. If any
Distribution Date scheduled after the regularly scheduled Distribution Date in August, 2057 occurs on a day that is not a Business Day, the applicable Distribution Date shall instead occur on the immediately succeeding Business Day, unless such
immediately succeeding Business Day is in the next succeeding calendar month, then such Distribution Date shall occur on the immediately preceding Business Day. 
 (ii)         In the event (and to the extent) that the Sponsor exercises its right under the
Indenture and the Supplemental Indenture to defer the payment of interest on the Debentures, Distributions on the Trust Securities shall be deferred but shall continue to accumulate. Distributions on the Trust Securities shall be payable on the
Liquidation Amount of the Trust Securities at the rate per annum equal to the rate of interest on the Debentures. The amount of Distributions payable shall be computed on the basis of (i) a 360-day year comprised of twelve 30-day months
on or prior to August 15, 2057 and (ii) a 360-day year and the actual number of days elapsed thereafter. The amount of Distributions payable for any period shall include any Additional Amounts in respect of such period. 
 (iii)        Distributions on the Trust Securities shall be made by the Paying Agent on behalf of
the Property Trustee from the Payment Account and shall be payable on each Distribution Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Distributions. 
 (b)        Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the
Holders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date, which shall be the Business Day prior to the relevant Distribution Date; provided that if the Trust Securities
are not in book-entry form, the relevant record date shall be the date 15 days prior to the relevant Distribution Date. Distributions payable on any Trust Securities that are not punctually paid on an applicable Distribution Date will cease to be
payable to the Person in whose name such Trust Securities are registered on the relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Trust Securities are registered on the special record date
or other specified date for determining Holders entitled to such defaulted Distributions. 
 Section
4.2.        Redemption. 
 (a)        On each
Debenture Redemption Date and on each Debenture Repayment Date, the Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price. 
 (b)        Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date (or, in the case of a Debenture Repayment Date, not less than 10 nor more than 30 days prior to the Redemption Date) to each 

  

 -16- 








 
Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Security Register. All notices of redemption shall state:

 (i)         the Redemption Date; 
 (ii)        the Redemption Price or if the Redemption Price cannot be calculated prior to the
time the notice is required to be sent, an estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an
estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated); 
 (iii)        the CUSIP number or CUSIP numbers of the Preferred Securities affected (if applicable); 
 (iv)        if less than all the Outstanding Trust Securities are to be redeemed, the
identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed; 
 (v)         that on the Redemption Date the Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accumulate on
and after said date, except as provided in Section 4.2(d); and 
 (vi)        if
the Preferred Securities Certificates are not Book-Entry Preferred Securities Certificates on the Redemption Date, the place or places where the Preferred Securities Certificates are to be surrendered for the payment of the Redemption Price.

 The Issuer Trust in issuing the Trust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property
Trustee shall indicate the “CUSIP” numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials. 
 (c)        The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price. Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable
on each Redemption Date only to the extent that the Issuer Trust has the Redemption Price then on hand and available for the payment of such Redemption Price, including, in the case of a cash redemption, funds then on hand and available in the
Payment Account for the payment of such Redemption Price and, in the case of a Redemption using Debentures, funds on hand and available to redeem or repay such Debentures. 
 (d)        If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by
12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred
Securities, to the extent available therefor, the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred
Securities that are not Book-Entry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, the applicable Redemption Price and will give the Paying
Agent irrevocable instructions and authority to pay the Redemption Price to the Holders 

  

 -17- 








 
of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to
the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution
Dates. If notice of redemption shall have been given and the Redemption Price deposited as required, then upon the date of such deposit, all rights of Holders holding Trust Securities so called for redemption will cease, except the right of such
Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date, but without interest, and such Trust Securities will cease to be outstanding. In the event that any date on
which any Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of any such
delay), with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or
by the Sponsor pursuant to the Guarantee Agreement, Distributions on such Trust Securities will continue to accumulate, as set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities
to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price. 
 (e)        Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed
on a Redemption Date, the Property Trustee will select the particular Trust Securities to be redeemed on a pro rata basis not more than 60 days prior to the Redemption Date from the Outstanding Preferred Securities not previously called for
redemption by any method the Property Trustee deems fair and appropriate, provided that so long as the Preferred Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the Clearing
Agency for the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Amended Declaration, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities that has been or is to be redeemed. The Property Trustee shall also have the right in such a case to distribute the Debentures
intended to be redeemed to the Holders in redemption of their Preferred Securities. 
 Section
4.3.        Subordination of Common Securities. 
 (a)        Payment of Distributions (including any Additional Amounts) on, the Redemption Price of, and the Liquidation Distribution in respect of the Trust Securities, as applicable, shall be made,
subject to Section 4.2(e), pro rata among the Common Securities and the Preferred Securities based on the Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date, Redemption Date or
Liquidation Date any Event of Default resulting from a Debenture Event of Default specified in Section 2.9(a) of the Supplemental Indenture shall have occurred and be continuing, no payment of any Distribution (including any Additional Amounts)
on, Redemption Price of, or Liquidation Distribution in respect of any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including any Additional Amounts) on all Outstanding Preferred Securities for all Distribution Periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such
Redemption Price on all Outstanding Preferred Securities then called for redemption, or in the case of payment of the Liquidation Distribution the full amount of such 

  

 -18- 








 
Liquidation Distribution on all Outstanding Preferred Securities, shall have been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all Distributions (including any Additional Amounts) on, or the Redemption Price of, the Preferred Securities then due and payable. 
 (b)        In the case of the occurrence of any Event of Default resulting from any Debenture Event of Default,
the Holders of the Common Securities shall have no right to act with respect to any such Event of Default under this Amended Declaration until the effect of all such Events of Default with respect to the Preferred Securities have been cured, waived
or otherwise eliminated. Until all such Events of Default under this Amended Declaration with respect to the Preferred Securities have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Preferred Securities and not on behalf of the Holders of the Common Securities, and only the Holders of the Preferred Securities will have the right to direct the Property Trustee to act on their behalf. 
 Section 4.4.        Payment Procedures. 
 Payments of Distributions (including any Additional Amounts) in respect of the Preferred Securities, subject to the next succeeding sentence, shall be
made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the Preferred Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in
immediately available funds. A Holder of $1,000,000 or more in aggregate Liquidation Amount of Preferred Securities may receive payments of cash Distributions (including any Additional Amounts) by wire transfer of immediately available funds upon
written request to the Property Trustee not later than the 15th calendar day, whether or not a Business Day, before the relevant Distribution Date. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Holders of the Common Securities. 
 Section 4.5.        Tax
Returns and Reports. 
 The Administrative Trustees shall prepare (or cause to be prepared), at the Sponsor’s expense, and file all
United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Issuer Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed)
all Internal Revenue Service forms required to be filed in respect of the Issuer Trust in each taxable year of the Issuer Trust, and (b) prepare and furnish (or cause to be prepared and furnished) to each Holder all Internal Revenue Service
forms required to be provided by the Issuer Trust. The Administrative Trustees shall provide the Sponsor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing. The Issuer Trustees shall comply
with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Holders under the Trust Securities. Such withholding or backup withholding (if any) shall be deducted from
any payment and shall be considered as duly paid under the terms of this Amended and Restated Declaration of Trust and the Trust Securities. 
 Section 4.6.        Payments under Indenture or Pursuant to Direct Actions. 
 Any
amount payable hereunder to any Holder of Preferred Securities (or any Owner with respect thereto) shall be reduced by the amount of any corresponding payment such Holder (or Owner) has directly received pursuant to Section 2.13 of the
Supplemental Indenture or Section 5.13 of this Amended Declaration. 
  

 -19- 








 ARTICLE V 
 TRUST SECURITIES CERTIFICATES 
 Section
5.1.        Initial Ownership. 
 Upon the formation of the Issuer Trust and the contribution
by the Sponsor pursuant to Section 2.3 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are outstanding, the Sponsor shall be the sole beneficial owner of the Issuer Trust. 
 Section 5.2.        The Trust Securities Certificates. 
 (a)        The Preferred Securities Certificates shall be issued in minimum denominations of $25 Liquidation
Amount and integral multiples of $25 in excess thereof, and the Common Securities Certificates shall be issued in minimum denominations of $25 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on
behalf of the Issuer Trust by manual signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign
on behalf of the Issuer Trust shall be validly issued and entitled to the benefits of this Amended Declaration, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Holder, and shall be entitled to the rights and subject to the obligations of a
Holder hereunder, upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to Section 5.5. 
 (b)        Upon their original issuance, Preferred Securities Certificates shall be issued in the form of one or more Book-Entry Preferred Securities Certificates registered in the name of DTC, as
Clearing Agency, or its nominee and deposited with DTC or the Securities Registrar as custodian for DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). 
 (c)        A single Common Securities Certificate representing the Common Securities shall be issued to the
Sponsor in the form of a definitive Common Securities Certificate. 
 Section
5.3.        Execution, Delivery and Authentication of Trust Securities Certificates. 
 At the
Time of Delivery, one or more of the Administrative Trustees shall cause Trust Securities Certificates, in the aggregate Liquidation Amounts as provided in Sections 2.4 and 2.5 with respect to Preferred Securities and Common Securities,
respectively, to be executed manually or by facsimile on behalf of the Issuer Trust or upon the written order of the Sponsor, executed by one Authorized Officer thereof, and shall cause the Preferred Securities Certificates to be delivered to the
Property Trustee and upon such delivery the Property Trustee shall authenticate such Preferred Securities Certificates, in each case without further corporate action by the Sponsor, in authorized denominations. After the Time of Delivery, subject to
the next sentence, the Administrative Trustees may cause additional Preferred Securities to be executed on behalf of the Issuer Trust and delivered to or upon the written order of the Sponsor, such written order executed by one authorized officer
thereof, without further corporate action by the Sponsor, in authorized denominations; provided, however, that no such additional Preferred Securities shall be issued unless the Administrative Trustees shall have receive an Opinion of Counsel
experienced in such matters to the effect that such issuance will not cause the Issuer Trust to be taxable as 

  

 -20- 








 
a corporation for U.S. federal income tax purposes or affect the Issuer Trust’s exemption from status as an “investment company” under the
Investment Company Act or affect the treatment of the Debentures as indebtedness of the Sponsor for United States federal income tax purposes At no time will the aggregate Liquidation Amount of all Outstanding Preferred Securities (including
additional Preferred Securities) exceed $575,000,000 
 Each Preferred Securities Certificate shall be dated the date of its authentication.

 No Preferred Securities Certificate shall be entitled to any benefit under this Amended Declaration or be valid or obligatory for any
purpose, unless there appears on such Preferred Securities Certificate a certificate of authentication substantially in the form provided for in the form attached as Exhibit C executed by the Property Trustee by the manual signature of one of
its Authorized Officers, and such certificate upon any Preferred Securities Certificate shall be conclusive evidence, and the only evidence, that such Preferred Securities Certificate has been duly authenticated and delivered hereunder. 

Section 5.4.        Book-Entry Preferred Securities. 
 (a)        Each Book-Entry Preferred Securities Certificate issued under this Amended Declaration shall be
registered in the name of the Clearing Agency or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefore, and each such Book-Entry Preferred Securities Certificate shall constitute a single Preferred
Securities Certificate for all purposes of this Amended Declaration. 
 (b)        Notwithstanding
any other provision in this Amended Declaration, no Book-Entry Preferred Securities Certificate may be exchanged in whole or in part for Book-Entry Preferred Securities Certificates registered, and no transfer of a Book-Entry Preferred Securities
Certificate in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Book-Entry Preferred Securities Certificate or a nominee thereof unless (A) such Clearing Agency (i) has notified the
Issuer Trust that it is unwilling or unable to continue as Clearing Agency for such Book-Entry Preferred Securities Certificate and no successor Clearing Agency has been appointed within 90 days of this notice or (ii) has ceased to be a
clearing agency registered under the Exchange Act at a time when the Clearing Agency is required to be so registered to act as clearing agent and no successor Clearing Agency has been appointed within 90 days after the Issuer Trust has learned that
the Clearing Agency has ceased to be so registered, (B) there shall have occurred and be continuing a Debenture Event of Default, (C) the Sponsor in its sole discretion determines that such Book-Entry Preferred Securities Certificate will
be so exchangeable or transferable, or (D) Holders of at least a Majority in Liquidation Amount of the Preferred Securities advise the Property Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interest of the Owners of Preferred Securities Certificates. Upon the occurrence of any event specified in clause (A), (B), (C) or (D) above, the Property Trustee shall notify the Clearing Agency and instruct the
Clearing Agency to notify all Owners of Book-Entry Preferred Securities and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities Certificates to Owners of such class or classes,
as applicable, requesting the same. 
 (c)        If any Book-Entry Preferred Securities Certificate
is to be exchanged for other Preferred Securities Certificates or cancelled in part, or if any other Preferred Securities Certificate is to be exchanged in whole or in part for Book-Entry Preferred Securities represented by a Book-Entry Preferred
Securities Certificate, then either (i) such Book-Entry Preferred Securities Certificate shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the aggregate Liquidation 

  

 -21- 








 
Amount represented by such Book-Entry Preferred Securities Certificate shall be reduced, subject to Section 5.2, or increased by an amount equal to the
Liquidation Amount represented by that portion of the Book-Entry Preferred Securities Certificate to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such other Preferred Securities Certificates to be so exchanged for
Book-Entry Preferred Securities represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall
instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Book-Entry Preferred Securities Certificate or
Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing
Agency. None of the Securities Registrar or the Issuer Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive
Preferred Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Holders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. 
 (d)        Every Preferred Securities Certificate executed and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Book-Entry Preferred Securities Certificate or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be executed and delivered in the form of, and shall be, a Book-Entry Preferred
Securities Certificate, unless such Preferred Securities Certificate is registered in the name of a Person other than the Clearing Agency for such Book-Entry Preferred Securities Certificate or a nominee thereof. 
 (e)        The Clearing Agency or its nominee, as registered owner of a Book-Entry Preferred Securities
Certificate, shall be the Holder of such Book-Entry Preferred Securities Certificate for all purposes under this Agreement and the Book-Entry Preferred Securities Certificate, and Owners with respect to a Book-Entry Preferred Securities Certificate
shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Issuer Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Amended Declaration relating to the Book-Entry Preferred
Securities Certificates (including the payment of the Liquidation Amount of and Distributions on the Book-Entry Preferred Securities represented thereby and the giving of instructions or directions by Owners of Book-Entry Preferred Securities
represented thereby) as the sole Holder of the Book-Entry Preferred Securities represented thereby and shall have no obligations to the Owners thereof. None of the Issuer Trustees nor the Securities Registrar shall have any liability in respect of
any transfers effected by the Clearing Agency. 
 The rights of the Owners of the Book-Entry Preferred Securities shall be exercised only
through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository
Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant to Section 5.4(b), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments
on the Preferred Securities to such Clearing Agency Participants, and none of the Sponsor or the Issuer Trustees shall have any responsibility or obligation with respect thereto. 
  

 -22- 








 Section 5.5.        Registration of Transfer and Exchange of
Preferred Securities Certificates. 
 The Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to
Section 5.9, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Securities Certificates (the “Securities Register”) in which the registrar and transfer
agent with respect to the Trust Securities (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.11 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. The Person acting as the Property Trustee shall at all
times also be the Securities Registrar. 
 Upon surrender for registration of transfer of any Preferred Securities Certificate at the office
or agency maintained pursuant to Section 5.9, the Administrative Trustees or any one of them shall execute and deliver to the Property Trustee, and the Property Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. 
 The Securities Registrar shall not be required, (i) to issue, register the transfer of or exchange any Preferred Security during a period beginning
at the opening of business 15 days before the day of selection for redemption of such Preferred Securities pursuant to Article IV and ending at the close of business on the day of mailing of the notice of redemption, or (ii) to register the
transfer of or exchange any Preferred Security so selected for redemption in whole or in part, except, in the case of any such Preferred Security to be redeemed in part, any portion thereof not to be redeemed. 
 Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of
transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or its attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be cancelled and subsequently disposed of by the Property Trustee in accordance with its customary practice. 
 No service
charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer or exchange of Preferred Securities Certificates. 
 A Preferred Securities Certificate that is not a Book-Entry Preferred
Securities Certificate may be transferred, in whole or in part, to a Person who takes delivery in the form of another Preferred Securities Certificate that is not a Book-Entry Preferred Securities Certificate as provided in this Section 5.5.

 Section 5.6.        Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

 If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar
shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate, and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a 

  

 -23- 








 
protected purchaser, the Administrative Trustees, or any one of them, on behalf of the Issuer Trust shall execute and make available for delivery, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate
under this Section 5.6, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust
Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Issuer Trust corresponding to that evidenced by the lost, stolen or destroyed Trust Securities
Certificate, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time. 
 Section 5.7.        Persons Deemed Holders. 
 The Issuer Trustees and the Securities
Registrar shall each treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other
purposes whatsoever, and none of the Issuer Trustees and the Securities Registrar shall be bound by any notice to the contrary. 
 Section
5.8.        Access to List of Holders’ Names and Addresses. 
 Each of the Sponsor and
any one of the Administrative Trustees will furnish or cause to be furnished to the Property Trustee: 
 (i)        quarterly, not more than 15 days after each regular record date in each year, a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the Holders
of Trust Securities as of such regular record date, and 
 (ii)        at such other
times as the Property Trustee may request in writing, within 30 days after the receipt by the Sponsor and the Administrative Trustees of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such
list is furnished, 
 excluding from any such list names and addresses received by the Property Trustee at any time that it is acting as Securities
Registrar. 
 The Property Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Property Trustee as provided in this Section 5.8 and the names and addresses of Holders received by the Property Trustee at any time that is acting as Securities Registrar. The Property Trustee
may destroy any list furnished to it as provided in this Section 5.8 upon receipt of a new list so furnished. 
 The rights of Holders
to communicate with other Holders with respect to their rights under this Amended Declaration or under the Trust Securities, and the corresponding rights and privileges of the Property Trustee, shall be as provided in the Trust Indenture Act.

 Each Holder and each Owner shall be deemed to have agreed not to hold the Sponsor, the Property Trustee, the Delaware Trustee, the
Administrative Trustees or the Securities Registrar accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. 
  

 -24- 








 Section 5.9.        Maintenance of Office or Agency.

 The Property Trustee shall designate, with the consent of the Administrative Trustees, which consent shall not be unreasonably withheld,
an office or offices or agency or agencies where Preferred Securities Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Administrative Trustees initially designate the Property Trustee’s Corporate Trust Office, Attention: Corporate Trust Administration, as its office and agency for such purposes. The Property Trustee shall give
prompt written notice to the Sponsor, the Administrative Trustees and to the Holders of any change in the location of the Securities Register or any such office or agency. 
 Section 5.10.        Appointment of Paying Agent. 
 The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee
and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Administrative Trustees may revoke such power and
remove the Paying Agent in their sole discretion. The Paying Agent shall initially be Wilmington Trust Company. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrative
Trustees and the Property Trustee. If Wilmington Trust Company shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company) to act as Paying Agent. Such successor Paying Agent or any additional Paying Agent appointed by the Administrative Trustees shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Issuer Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders
entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the
Property Trustee. The provisions of Sections 8.1 (other than (c), (d), (e)(i), (e)(iii) and (e)(vii) thereof), 8.3 (except (g) and (j) thereof) and 8.6 herein shall apply to Wilmington Trust Company also in its role as Paying Agent, for so
long as Wilmington Trust Company shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Amended Declaration to the Paying Agent shall include any co-paying agent unless the
context requires otherwise. 
 Section 5.11.        Ownership of Common Securities by Sponsor.

 At the Time of Delivery, the Sponsor shall acquire, and thereafter shall retain, beneficial and record ownership of the Common Securities.
The Sponsor may not transfer the Common Securities except (i) in connection with a consolidation or merger of the Sponsor into another Person, or any conveyance, transfer or lease by the Sponsor of its properties and assets substantially as an
entirety to any Person, pursuant to Article VIII of the Indenture, or (ii) to an Affiliate of the Sponsor in compliance with applicable law (including the Securities Act and applicable state securities and blue sky laws). To the fullest
extent permitted by law, any attempted transfer of the Common Securities other than as set forth in the next proceeding sentence shall be void. The Administrative Trustees shall cause each Common Securities Certificate issued to the Sponsor to
contain a legend stating substantially “THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE DECLARATION OF TRUST.” 
  

 -25- 








 Section 5.12.        Notices to Clearing Agency.

 To the extent that a notice or other communication to the Holders is required under this Amended Declaration, for so long as Preferred
Securities are represented by a Book-Entry Preferred Securities Certificate, the Administrative Trustees shall give all such notices and communications specified herein to be given to the Clearing Agency, and shall have no obligations to the Owners.

 Section 5.13.        Rights of Holders; Waivers of Past Defaults. 
 (a)        The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity
as such) in accordance with Section 2.9, and the Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Issuer Trust conferred by their Trust Securities and they shall have no right
to call for any partition or division of property, profits or rights of the Issuer Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Amended
Declaration. The Trust Securities shall have no preemptive or similar rights and when issued and delivered to Holders against payment of the purchase price therefor will be fully paid and nonassessable by the Issuer Trust. Subject to the provisions
of Section 4.1 of the Supplemental Indenture, the Holders of the Trust Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware. 
 (b)        For so long as any
Preferred Securities remain Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures fail to declare the principal of all of the Debentures
to be immediately due and payable, the Property Trustee or the Holders of at least 25% in Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Sponsor, the
Debenture Trustee and the Property Trustee, in the case of notice by the Holders of the Trust Securities, or to the Sponsor, the Debenture Trustee and the Holders of the Trust Securities, in the case of notice by the Property Trustee. 
 At any time after a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree for payment of the money due
has been obtained by the Debenture Trustee as provided in the Indenture, the Holders of at least a Majority in Liquidation Amount of the Preferred Securities, by written notice to the Property Trustee, the Sponsor and the Debenture Trustee, may
rescind and annul such declaration and its consequences if: 
 (i)        the Sponsor
has paid or deposited with the Debenture Trustee a sum sufficient to pay 
 (A)        all overdue installments of interest (including any Additional Interest) on all of the Debentures, 
 (B)        the principal of (and premium, if any, on) any Debentures that have become due
otherwise than by such declaration of acceleration and interest (including any Additional Interest) thereon at the rate borne by the Debentures, and 
 (C)        all sums paid or advanced by the Debenture Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Debenture Trustee,
its agents and counsel; and 
  

 -26- 








 (ii)        all Events of Default with respect to
the Debentures, other than the non-payment of the principal of the Debentures that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13 of the Indenture. 
 The Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive
any past default under the Indenture, except a default in the payment of principal or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has
been deposited with the Debenture Trustee) or a default in respect of a covenant or provision that under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Debenture. No such rescission shall affect any
subsequent default or impair any right consequent thereon. 
 Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of any part of the Preferred Securities a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date
shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice
prior to the day that is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.13(b). 
 (c)        For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and
subject to the terms of this Amended Declaration and the Indenture, upon (i) the breach by the Sponsor of its obligations under Section 2.2(a)(iv) of the Supplemental Indenture to sell Qualifying Capital Securities (as defined therein) or
Section 2.7(a) of the Supplemental Indenture to issue Qualifying APM Securities (as defined therein) or (ii) a Debenture Event of Default specified in Section 2.9(a) of the Supplemental Indenture, any Holder of Preferred Securities
shall have the right to institute a proceeding directly against the Sponsor, pursuant to Section 2.12 of the Supplemental Indenture, for enforcement of payment to such Holder of any amounts payable in respect of Debentures having an aggregate
principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder (a “Direct Action”). Except as set forth in Section 5.13(b) and this Section 5.13(c), the Holders of Preferred
Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Debentures. 
 (d)        Except as otherwise provided in Sections 5.13(a), (b) and (c), the Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all
the Preferred Securities, waive any past default or Event of Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Amended Declaration, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 
  

 -27- 








 ARTICLE VI 
 ACTS OF HOLDERS; MEETINGS; VOTING 
 Section 6.1.        Limitations on Voting Rights. 
 (a)        Except as expressly provided in this Amended Declaration and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any
manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so
as to constitute the Holders from time to time as partners or members of an association. 
 (b)        So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the other Issuer Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Property Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the
Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities, provided, however, that where a consent under the Indenture
would require the consent of each Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Issuer Trustees shall not revoke any action
previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice
of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Sponsor,
obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as other than a grantor trust for U.S. federal income tax purposes. 
 (c)        If any proposed amendment to the Amended Declaration provides for, or the Issuer Trustees otherwise
propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to this Amended Declaration or otherwise, or (ii) the
dissolution of the Issuer Trust, other than pursuant to the terms of this Amended Declaration, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Amended Declaration, no amendment to this Amended Declaration may be
made if, as a result of such amendment, it would cause the Issuer Trust to be classified as other than a grantor trust for U.S. federal income tax purposes. 
 Section 6.2.        Notice of Meetings. 
 Notice of all
meetings of the Holders of the Preferred Securities, stating the time, place and purpose of the meeting, shall be given by the Administrative Trustees or, at the written request of the Administrative Trustees, by the Property Trustee pursuant to
Section 10.8 to each Holder of Preferred Securities, at such Holder’s registered address, at least 15 days and not more than 90 days before the 

  

 -28- 








 
meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice. 
 Section 6.3.        Meetings of
Holders of the Preferred Securities. 
 No annual meeting of Holders is required to be held. The Administrative Trustees, however, shall
call a meeting of the Holders of the Preferred Securities to vote on any matter upon the written request of the Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Preferred Securities and the Administrative Trustees or the
Property Trustee may, at any time in their discretion, call a meeting of the Holders of the Preferred Securities to vote on any matters as to which such Holders are entitled to vote. 
 The Holders of at least a Majority in Liquidation Amount of the Preferred Securities, present in person or by proxy, shall constitute a quorum at any
meeting of the Holders of the Preferred Securities. 
 If a quorum is present at a meeting, an affirmative vote by the Holders present, in
person or by proxy, holding Preferred Securities representing at least a Majority in Liquidation Amount of the Preferred Securities held by the Holders present, either in person or by proxy, at such meeting shall constitute the action of the Holders
of the Preferred Securities, unless this Amended Declaration requires a greater number of affirmative votes. 
 Section
6.4.        Voting Rights. 
 Holders shall be entitled to one vote for each $25 of
Liquidation Amount represented by their Outstanding Trust Securities in respect of any matter as to which such Holders are entitled to vote. 
 Section 6.5.        Proxies, etc. 
 At any meeting of Holders, any Holder entitled
to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Administrative Trustees, or with such other officer or agent of the Issuer Trust as the Administrative
Trustees may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property
Trustee. Only Holders of record shall be entitled to vote. When Trust Securities are held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust Securities, but if more than one of them
shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy purporting to be executed by
or on behalf of a Holder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution. 

Section 6.6.        Holder Action by Written Consent. 
 Any action that may be taken by Holders at a meeting may be taken without a meeting and without prior notice if Holders holding at least a Majority in
Liquidation Amount of all Preferred Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Amended Declaration) shall consent to the action in writing. 

 

 -29- 








 Section 6.7.        Record Date for Voting and Other
Purposes. 
 For the purposes of determining the Holders who are entitled to notice of and to vote at any meeting or by written consent,
or to participate in any distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Amended Declaration, or for the purpose of any other action, the Administrative Trustees or Property Trustee may
from time to time fix a date, not more than 90 days prior to the date of any meeting of Holders or the payment of a distribution or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for
such purposes. 
 Section 6.8.        Acts of Holders. 
 Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Amended Declaration to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such
action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. 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 Amended Declaration and (subject to
Section 8.1) conclusive in favor of the Issuer Trustees, if made in the manner provided in this Section. 
 The fact and date of the
execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that any Issuer Trustee receiving the same deems sufficient.

 The ownership of Trust Securities shall be proved by the Securities Register. 
 Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Trust Security shall bind every future Holder of
the same Trust Security and the Holder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Issuer Trustees or the
Issuer Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security. 
 Without limiting the foregoing,
a Holder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may
do so pursuant to such appointment with regard to all or any part of such Liquidation Amount. 
 If any dispute shall arise among the Holders
or the Issuer Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Holder or Issuer Trustee under this Article VI, then the determination of such
matter by the Property Trustee shall be conclusive with respect to such matter. 
  

 -30- 








 Section 6.9.        Inspection of Records. 
 Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Issuer Trust shall be open to inspection by Holders
during normal business hours for any purpose reasonably related to such Holder’s interest as a Holder. 
 ARTICLE VII 
 REPRESENTATIONS AND WARRANTIES 
 Section 7.1.        Representations and Warranties of the Property Trustee and the Delaware Trustee. 
 The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the
Sponsor and the Holders that: 
 (a)        the Property Trustee is a national banking association,
duly organized, validly existing under the laws of the United States or any state thereof, and is a U.S. Person; 
 (b)        the Property Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Amended Declaration and has taken all necessary action to
authorize the execution, delivery and performance by it of this Amended Declaration; 
 (c)        the Delaware Trustee is a national banking association, duly organized, validly existing under the laws of the United States or any state thereof, and is a U.S. Person; 
 (d)        the Delaware Trustee has full corporate power, authority and legal right to execute, deliver and
perform its obligations under this Amended Declaration and has taken all necessary action to authorize the execution, delivery and performance by it of this Amended Declaration; 
 (e)        this Amended Declaration has been duly authorized, executed and delivered by the Property Trustee and
the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware Trustee enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; 
 (f)        the execution, delivery and performance of this Amended Declaration have been duly authorized by all necessary corporate or other action on the part of the Property
Trustee and the Delaware Trustee and do not require any approval of stockholders of the Property Trustee or the Delaware Trustee and such execution, delivery and performance will not (i) violate the Articles of Association or By-laws of the
Property Trustee or the Delaware Trustee, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust
Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Delaware Trustee is a party or by which it is bound, or (iii) violate any law,
governmental rule or regulation of the United States of America governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property
Trustee or the Delaware Trustee; 
  

 -31- 








 (g)        neither the authorization, execution or delivery by
the Property Trustee or the Delaware Trustee of this Amended Declaration nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein requires the consent or approval
of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing law of the United States of America governing the banking, trust or general powers of the
Property Trustee or the Delaware Trustee, as the case may be; and 
 (h)        there are no
proceedings pending or, to the best of each of the Property Trustee’s and the Delaware Trustee’s knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority,
agency or arbitration board or tribunal that, individually or in the aggregate, would materially and adversely affect the Issuer Trust or would question the right, power and authority of the Property Trustee or the Delaware Trustee, as the case may
be, to enter into or perform its obligations as one of the Issuer Trustees under this Amended Declaration. 
 Section
7.2.        Representations and Warranties of Sponsor. 
 The Sponsor hereby represents and
warrants for the benefit of the Holders that: 
 (a)        the Trust Securities Certificates issued
at the Time of Delivery on behalf of the Issuer Trust have been duly authorized and will have been duly and validly executed, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the
requirements of, this Amended Declaration and the Holders will be, as of each such date, entitled to the benefits of this Amended Declaration; and 
 (b)        there are no taxes, fees or other governmental charges payable by the Issuer Trust (or the Issuer Trustees on behalf of the Issuer Trust) under the laws of the State of Delaware or any
political subdivision thereof in connection with the execution, delivery and performance by the Property Trustee or the Delaware Trustee, as the case may be, of this Amended Declaration. 
 ARTICLE VIII 
 THE ISSUER TRUSTEES

 Section 8.1.        Certain Duties and Responsibilities. 
 (a)        The duties and responsibilities of the Issuer Trustees shall be as provided by this Amended
Declaration and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Amended Declaration shall require any of the Issuer Trustees to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it or they shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Amended Declaration relating to the conduct or affecting the liability of or affording
protection to the Issuer Trustees shall be subject to the provisions of this Section 8.1. Nothing in this Amended Declaration shall be construed to release an Administrative Trustee from liability for his or her own negligent action, his or her
own negligent failure to act, or his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee shall not be liable to the
Issuer Trust or to any Holder for such 

  

 -32- 








 
Issuer Trustee’s good faith reliance on the provisions of this Amended Declaration. The provisions of this Amended Declaration, to the extent that they
restrict the duties and liabilities of the Issuer Trustees otherwise existing at law or in equity, are agreed by the Sponsor and the Holders to replace such other duties and liabilities of the Issuer Trustees. 
 (b)        All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall
be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with
the terms hereof. Each Holder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Issuer
Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Issuer Trustees
expressly set forth elsewhere in this Amended Declaration or, in the case of the Property Trustee, in the Trust Indenture Act. 
 (c)        If an Event of Default has occurred and is continuing, the Property Trustee shall enforce this Amended Declaration and the Transaction Agreements for the benefit of the Holders. 

(d)        The Property Trustee, before the occurrence of any Event of Default and after the curing of all
Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Amended Declaration (including pursuant to Section 10.10), and no implied covenants shall be read into this Amended
Declaration against the Property Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to Section 5.13), the Property Trustee shall exercise such of the rights and powers vested in it by this Amended
Declaration, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 
 (e)        No provision of this Amended Declaration shall be construed to relieve the Property Trustee or the
Delaware Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
 (i)        prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: 
 (A)        the duties and obligations of the Property Trustee shall be determined solely by the
express provisions of this Amended Declaration (including pursuant to Section 10.10), and the Property Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Amended
Declaration (including pursuant to Section 10.10); and 
 (B)        in the
absence of bad faith on the part of the Property Trustee, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the
Property Trustee and conforming to the requirements of this Amended Declaration; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the
Property Trustee, the Property Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Amended Declaration; 
  

 -33- 








 (ii)        the Property Trustee shall not be
liable for any error of judgment made in good faith by an Authorized Officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts; 
 (iii)        the Property 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 at least a Majority in Liquidation Amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to
the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Amended Declaration; 
 (iv)        the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Payment Account shall be to deal with such property in a
similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Amended Declaration and the Trust Indenture Act; 

(v)        the Property Trustee shall not be liable for any interest on any money received by
it except as it may otherwise agree with the Sponsor; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1
and except to the extent otherwise required by law; 
 (vi)        the Property
Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees, the Sponsor or any other Person with their respective duties under this Amended Declaration, nor shall the Property Trustee be liable for the default or
misconduct of any other Issuer Trustee, or the Sponsor or any other Person; and 
 (vii)        subject to Section 8.1(c), no provision of this Amended Declaration shall require the Property Trustee to expend or risk its own funds or otherwise incur personal financial liability
in the performance of any of its duties or in the exercise of any of its rights or powers, if the Property Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the
terms of this Amended Declaration or adequate indemnity against such risk or liability is not reasonably assured to it. 
 (f)        The Administrative Trustees shall not be responsible for monitoring the compliance by the other Issuer Trustees or the Sponsor with their respective duties under this Amended Declaration,
nor shall any Administrative Trustee be liable for the default or misconduct of any other Administrative Trustee, the other Issuer Trustees or the Sponsor. 
 Section 8.2.        Certain Notices. 
 Within 30 days after
the occurrence of any Event of Default actually known to a Responsible Officer of the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such Event of Default to the
Holders, the Administrative Trustees and the Sponsor, unless such Event of Default shall have been cured or waived. 
 Within five Business
Days after the receipt of notice of the Sponsor’s exercise of its right to defer the payment of interest on the Debentures pursuant to the Indenture and Supplemental Indenture, the 

  

 -34- 








 
Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such exercise to the Holders, unless such exercise
shall have been revoked. 
 Section 8.3.        Certain Rights of Property Trustee.

 Subject to the provisions of Section 8.1: 
 (a)        the Property Trustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written
representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b)        if (i) in performing its duties under this Amended Declaration the Property Trustee is required to decide between alternative courses of action, (ii) in construing any of the
provisions of this Amended Declaration the Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein, or (iii) the Property Trustee is unsure of the application of any provision of this Amended
Declaration, then, except as to any matter as to which the Holders of the Preferred Securities are entitled to vote under the terms of this Amended Declaration, the Property Trustee shall deliver a notice to the Sponsor requesting the Sponsor’s
opinion as to the course of action to be taken, and the Property Trustee shall be fully protected in taking such action, or refraining from taking such action, as the Property Trustee shall be instructed in writing to take, or to refrain from
taking, by the Sponsor; provided, however, that if the Property Trustee does not receive such instructions of the Sponsor within ten Business Days after it has delivered such notice, or such reasonably shorter period of time set forth
in such notice (which to the extent practicable shall not be less than two Business Days), it may take or refrain from taking such action not inconsistent with this Amended Declaration as it shall deem advisable and in the best interests of the
Holders, in which event the Property Trustee shall have no liability except for its own bad faith, negligence or willful misconduct; 
 (c)        any direction or act of the Sponsor contemplated by this Amended Declaration shall be sufficiently evidenced by an Officers’ Certificate; 
 (d)        any direction or act of an Administrative Trustee contemplated by this Amended Declaration shall be
sufficiently evidenced by a certificate executed by such Administrative Trustee and setting forth such direction or act; 
 (e)        the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or
securities laws) or any rerecording, refiling or re-registration thereof; 
 (f)        the Property
Trustee may (at the expense of the Sponsor) consult with counsel of its own selection (which counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Amended Declaration from any court of competent jurisdiction; 
 (g)        the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Amended Declaration at the request or direction of any of the Holders or the
Sponsor 

  

 -35- 








 
pursuant to this Amended Declaration, unless such Holders or Sponsor shall have offered to the Property Trustee reasonable security or indemnity satisfactory
to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; provided that nothing contained in this Section 8.3(g) shall be taken to relieve the Property Trustee, upon the
occurrence of an Event of Default of its obligation to exercise the rights and powers vested in it by this Amended Declaration; 
 (h)        the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do so by one or more Holders, but the Property Trustee may make such further inquiry or investigation into
such facts or matters as it may see fit at the expense of the Sponsor and shall incur no liability of any kind by reason of such inquiry or investigation; 
 (i)        the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys,
provided that the Property Trustee shall be responsible for its own negligence or willful misconduct with respect to selection of any agent or attorney appointed by it hereunder and shall not be liable for any act or omission of such agent or
attorney selected with due care or for monitoring the actions of such agent or attorney; 
 (j)        whenever in the administration of this Amended Declaration the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any
other action hereunder, the Property Trustee (i) may request instructions from the Holders (which instructions may only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct
the Property Trustee under the terms of the Trust Securities in respect of such remedy, right or action), (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and
(iii) shall be protected in acting in accordance with such instructions; and 
 (k)        except as otherwise expressly provided by this Amended Declaration, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of
this Amended Declaration. 
 No provision of this Amended Declaration shall be deemed to impose any duty or obligation on any Issuer Trustee
to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which such Person shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to any Issuer Trustee shall be construed to be a duty. 
 Whether or not therein expressly so provided, every provision of this Amended Declaration relating to the conduct or affecting the liability of or
affording protection to the Property Trustee shall extend to each of the Security Registrar, the Paying Agent and the Delaware Trustee and shall be subject to the provisions of this Article VIII. 
 Section 8.4.        Not Responsible for Recitals or Issuance of Securities. 
 The recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Issuer Trust and the Sponsor, and the
Issuer Trustees do not assume any responsibility 

  

 -36- 








 
for their correctness. The Issuer Trustees shall not be accountable for the use or application by the Sponsor of the proceeds of the Debentures. 

The Property Trustee may conclusively assume that any funds held by it hereunder are legally available unless an officer of the Property Trustee
assigned to its institutional trust services department shall have actual knowledge that such funds are not legally available. 
 Section
8.5.        May Hold Securities. 
 Any Issuer Trustee or any other agent of any Issuer
Trustee or the Issuer Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and 8.13, and except as provided in the definition of the term “Outstanding” in
Article I, may otherwise deal with the Issuer Trust with the same rights it would have if it were not an Issuer Trustee or such other agent. 
 Section 8.6.        Compensation; Indemnity; Fees. 
 The Sponsor agrees: 

(a)        to pay to the Issuer Trustees from time to time such reasonable compensation for all services
rendered by them hereunder as may be agreed by the Sponsor and the Issuer Trustees from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (b)        except as otherwise expressly provided herein, to reimburse the Issuer Trustees upon request for all
reasonable expenses, disbursements and advances incurred or made by the Issuer Trustees in accordance with any provision of this Amended Declaration (including the reasonable compensation and the expenses and disbursements of their agents and
counsel), except any such expense, disbursement or advance as shall be determined to have been caused by their own negligence, bad faith or willful misconduct; and 
 (c)        to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Issuer Trustee, (ii) any Affiliate of any Issuer Trustee,
(iii) any officer, director, shareholder, employee, representative or agent of any Issuer Trustee, and (iv) any employee or agent of the Issuer Trust (referred to herein as an “Indemnified Person”) from and against any
loss, damage, liability, action, suit, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or dissolution of the Issuer Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Issuer Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Amended Declaration, except
that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage, or claim incurred by such Indemnified Person by reason of negligence, bad faith or willful misconduct with respect to such acts or omissions. 

The provisions of this Section 8.6 shall survive the termination of this Amended Declaration and the removal or resignation of any Issuer
Trustee. 
 No Issuer Trustee may claim any Lien on any Trust Property as a result of any amount due pursuant to this Section 8.6.

  

 -37- 








 Notwithstanding any provision of law or equity, the Sponsor and any Issuer Trustee may engage in or
possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Issuer Trust, and the Issuer Trust and the Holders of Trust Securities shall have no rights by
virtue of this Amended Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Issuer Trust, shall not be deemed wrongful or
improper. Notwithstanding any provision of law or equity, neither the Sponsor nor any Issuer Trustee shall be obligated to present any particular investment or other opportunity to the Issuer Trust even if such opportunity is of a character that, if
presented to the Issuer Trust, could be taken by the Issuer Trust, and the Sponsor and any Issuer Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Notwithstanding any provision of law or equity, any Issuer Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. 
 Section 8.7.        Corporate Property Trustee Required; Eligibility of Issuer Trustees. 
 (a)        There shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that is a national or state chartered bank and eligible
pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000, and is a U.S. Person. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 8.7 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section 8.7, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article VIII. At the time of appointment, the Property Trustee must have securities rated in one of the three highest rating categories by a nationally recognized statistical rating
organization. 
 (b)        There shall at all times be one or more Administrative Trustees hereunder
with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity, and, in either case,
shall be a U.S. Person. 
 (c)        There shall at all times be a Delaware Trustee. The Delaware
Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware, or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the
requirements of applicable Delaware law and that shall act through one or more persons authorized to bind such entity, and, in either case, shall be a U.S. Person. 
 Section 8.8.        Conflicting Interests. 
 (a)        If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Amended Declaration. 
  

 -38- 








 (b)        The Guarantee Agreement and the Indenture shall be
deemed to be specifically described in this Amended Declaration for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. 
 Section 8.9.        Co-Trustees and Separate Trustee. 
 Unless and until a Debenture Event of Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may at the time be located, the Holder of Common Securities and the Administrative Trustees shall have the power to appoint one or more eligible
Persons either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. Any co-trustee or separate trustee
appointed pursuant to this Section shall either be (i) a natural person who is at least 21 years of age and a resident of the United States, or (ii) a legal entity with its principal place of business in the United States that shall
act through one or more persons authorized to bind such entity, and, in either case, shall be a U.S. Person. In case a Debenture Event of Default shall have occurred and be continuing, the Property Trustee alone shall have the power to make such
appointment and, upon the written request of the Property Trustee, the Sponsor and the Administrative Trustees shall for such purpose join with the Property Trustee in the execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, such co-trustee or separate trustee. 
 Should any written instrument from the Sponsor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the
Sponsor. 
 Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the
following terms, namely: 
 (a)        The Trust Securities Certificates shall be executed by one or
more Administrative Trustees, and the Trust Securities Certificates shall be delivered by the Property Trustee, and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held
by, or required to be deposited or pledged with, the Property Trustee specified hereunder shall be exercised solely by the Property Trustee and not by such co-trustee or separate trustee. 
 (b)        The rights, powers, duties, and obligations hereby conferred or imposed upon the Property Trustee in
respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee or separate trustee jointly, as shall be provided in the
instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to perform such act, in
which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. 
 (c)        The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Sponsor, may accept the resignation of or remove any co-trustee or separate


  

 -39- 








 
trustee appointed under this Section, and, in case a Debenture Event of Default has occurred and is continuing, the Property Trustee shall have power to
accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Sponsor. Upon the written request of the Property Trustee, the Sponsor shall join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigning or removed may be appointed in the manner provided in this Section.

 (d)        No co-trustee or separate trustee hereunder shall be personally liable by reason of any
act or omission of the Property Trustee or any other trustee hereunder. 
 (e)        The Property
Trustee shall not be liable by reason of any act of a co-trustee or separate trustee. 
 (f)        Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. 
 Section 8.10.        Resignation and Removal; Appointment of Successor. 
 No resignation or removal of any Issuer Trustee (the “Relevant Trustee”) and no appointment of a successor Issuer Trustee pursuant to
this Article VIII shall become effective until the acceptance of appointment by the successor Issuer Trustee in accordance with the applicable requirements of Section 8.11. 
 Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by giving written notice thereof to the Holders and by
appointing a successor Relevant Trustee. The Relevant Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements its expenses and charges to serve as the Relevant Trustee on a form provided by
the Administrative Trustees, and selecting the Person who agrees to the lowest expenses and charges. If the instrument of acceptance by the successor Issuer Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 60 days after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the Sponsor, in the case of the Property Trustee or the Delaware Trustee, any court of competent jurisdiction for the appointment of
a successor Relevant Trustee. 
 The Administrative Trustees, or any of them, may be removed at any time by Act of the Holders of Common
Securities delivered to the Relevant Trustee. 
 The Property Trustee or the Delaware Trustee, or both of them, may be removed by Act of the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities, delivered to the Relevant Trustee (in its individual capacity and, in the case of the Property Trustee, on behalf of the Issuer Trust) (i) for cause (including
upon the occurrence of an Event of Default described in subparagraph (c) of the definition thereof with respect to the Relevant Trustee), or (ii) at any time if a Debenture Event of Default shall have occurred and be continuing. Unless and
until a Debenture Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at any time by Act of the Holders of the Common Securities. 
 If a resigning Property Trustee or Delaware Trustee shall fail to appoint a successor, or if the Property Trustee or the Delaware Trustee shall be
removed or become incapable of acting as Issuer 

  

 -40- 








 
Trustee, or if a vacancy shall occur in the office of the Property Trustee or the Delaware Trustee for any cause, the Holders of the Common Securities by Act
of such Holders delivered to the Relevant Trustee or, if a Debenture Event of Default shall have occurred and be continuing, the Holders of the Preferred Securities, by Act of the Holders of not less than 25% in aggregate Liquidation Amount of the
Preferred Securities then Outstanding delivered to such Relevant Trustee, may appoint a successor Relevant Trustee or Issuer Trustees, and such successor Issuer Trustee shall comply with the applicable requirements of Section 8.11. If no
successor Relevant Trustee shall have been so appointed by the Holders of the Common Securities or Preferred Securities, as the case may be, and accepted appointment in the manner required by Section 8.11, any Holder, on behalf of such Holder
and all others similarly situated, or any other Issuer Trustee, may petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee. 
 The Property Trustee shall give notice of each resignation and each removal of an Issuer Trustee and each appointment of a successor Issuer Trustee to all Holders in the manner provided in Section 10.8 and shall
give notice to the Sponsor and to the Administrative Trustees. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Property Trustee. 
 Notwithstanding the foregoing or any other provision of this Amended Declaration, if any Delaware Trustee who is a natural person dies or becomes, in the
opinion of the Holders of the Common Securities, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Property Trustee following the procedures regarding expenses and charges set forth
above (with the successor being a Person who satisfies the eligibility requirement for the Delaware Trustee set forth in Section 8.7). 
 A successor Trustee must be a U.S. Person to be appointed as such. 
 Section
8.11.        Acceptance of Appointment by Successor. 
 In case of the appointment hereunder
of a successor Relevant Trustee, the retiring Relevant Trustee (if requested by the Sponsor) and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant
Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee with respect to the Trust Securities and the Issuer Trust, and (b) shall add to or change any of the provisions of this Amended Declaration as shall be necessary to provide for or facilitate the administration of the
Issuer Trust by more than one Relevant Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Relevant Trustee, other than the filing of an amendment to the Certificate of Trust to the extent required under the Delaware Statutory Trust Act; but, on request of the Issuer Trust or any successor Relevant Trustee such retiring Relevant Trustee
shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the Trust Securities and the Issuer Trust. 
  

 -41- 








 Upon request of any such successor Relevant Trustee, the Issuer Trust shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph. 
 No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article VIII. 
 Section 8.12.        Merger, Conversion, Consolidation or
Succession to Business. 
 Any Person into which the Property Trustee, the Delaware Trustee or any Administrative Trustee that is not a
natural Person may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any Person, succeeding to all or substantially
all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided that such Person shall be otherwise qualified and eligible under this Article VIII, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, other than the filing of an amendment to the Certificate of Trust to the extent required under the Delaware Statutory Trust Act. 
 Section 8.13.        Preferential Collection of Claims Against Sponsor or Issuer Trust. 
 If and when the Property Trustee shall be or become a creditor of the Sponsor or the Issuer Trust (or any other obligor upon the Preferred Securities),
the Property Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Sponsor or the Issuer Trust (or any such other obligor). 
 Section 8.14.        Property Trustee May File Proofs of Claim. 
 In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Issuer Trust or any other obligor upon the Trust Securities or the property of the Issuer Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust
Securities shall then be due and payable and irrespective of whether the Property Trustee shall have made any demand on the Issuer Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted
by law, by intervention in such proceeding or otherwise: 
 (a)        to file and prove a claim for
the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 
 (b)        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 Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses,


  

 -42- 








 
disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee. 
 Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 8.15.    Reports by Property Trustee. 
 (a)        Within 60 days after August 15 of each year commencing with August 15, 2007, the Property Trustee shall transmit to all Holders in accordance with
Section 10.8, and to the Sponsor, a brief report dated as of the immediately preceding August 15 with respect to: 
 (i)        its eligibility under Section 8.7 or, in lieu thereof, if to the best of its knowledge it has continued to be eligible under said Section, a written statement to such effect;

 (ii)        a statement that the Property Trustee has complied with all of its
obligations under this Amended Declaration during the twelve-month period (or, in the case of the initial report, the period since the Closing Date) ending with such August 15 or, if the Property Trustee has not complied in any material respect
with such obligations, a description of such noncompliance; and 
 (iii)        any
change in the property and funds in its possession as Property Trustee since the date of its last report and any action taken by the Property Trustee in the performance of its duties hereunder which it has not previously reported and which in its
opinion materially affects the Trust Securities. 
 (b)        In addition, the Property Trustee
shall transmit to Holders such reports concerning the Property Trustee and its actions under this Amended Declaration as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. 
 (c)        A copy of each such report shall, at the time of such transmission to Holders, be filed by or on
behalf of the Property Trustee with each national stock exchange or interdealer quotation system or self-regulatory organization upon which the Trust Preferred Securities are listed or quoted, if any, and with the Commission, the Sponsor and the
relevant stock exchange or self-regulatory organization. 
 Section 8.16.    Reports to the Property Trustee.

 Each of the Sponsor and the Administrative Trustees shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act. The Sponsor and the Administrative Trustees shall annually file with the Property Trustee a certificate specifying whether such Person is in compliance with all of the terms and covenants applicable to such Person hereunder.

  

 -43- 








 Section 8.17.        Evidence of Compliance with Conditions
Precedent. 
 Each of the Sponsor and the Administrative Trustees shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Amended Declaration that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers’ Certificate. 
 Section
8.18.        Number of Issuer Trustees. 
 (a)        The number of Issuer Trustees shall be four, unless the Property Trustee and the Delaware Trustee are the same Person, in which case the number of Issuer Trustees shall be three.

 (b)        If an Issuer Trustee ceases to hold office for any reason, a vacancy shall occur. The
vacancy shall be filled with an Issuer Trustee appointed in accordance with Section 8.10. 
 (c)        The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of an Issuer Trustee shall not operate to annul, dissolve or terminate the Issuer
Trust. 
 Section 8.19.        Delegation of Power. 
 (a)        Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any
other natural person over the age of 21 (provided that such person is a U.S. Person) his or her power for the purpose of executing any documents contemplated in Section 2.7(a), including any registration statement or amendment thereto filed
with the Commission, or making any other governmental filing; and 
 (b)        The Administrative
Trustees shall have power to delegate from time to time to such of their number or to the Sponsor (provided that, in either case, such person is a U.S. Person) the doing of such things and the execution of such instruments either in the name of the
Issuer Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of this Amended Declaration.

 ARTICLE IX 
 TERMINATION, LIQUIDATION AND MERGER 
 Section
9.1.        Termination Upon Expiration Date. 
 Unless earlier dissolved, the Issuer Trust
shall automatically dissolve on the Final Repayment Date (the “Expiration Date”), following the distribution of the Trust Property in accordance with Section 9.4. 
 Section 9.2.        Early Termination. 
 The first to occur of any of the following events is an “Early Termination Event”, upon the occurrence of which the Issuer Trust
shall dissolve: 
  

 -44- 








 (a)        the occurrence of a Bankruptcy Event in respect of, or
the dissolution or liquidation of, the Sponsor, in its capacity as the Holder of the Common Securities, unless the Common Securities shall be transferred as provided by Section 5.11, in which case this provision shall refer instead to any such
successor Holder of the Common Securities; 
 (b)        the written direction to the Property
Trustee from all of the Holders of the Common Securities at any time to dissolve the Issuer Trust and to distribute the Debentures to Holders in exchange for the Preferred Securities (which direction is optional and wholly within the discretion of
the Holders of the Common Securities); 
 (c)        the redemption of all of the Preferred
Securities in accordance with the provisions of this Amended Declaration; and 
 (d)        the entry
of an order for dissolution of the Issuer Trust by a court of competent jurisdiction. 
 If an Early Dissolution Event occurs,
Section 9.4 shall apply. 
 Section 9.3.        Termination. 
 The respective obligations and responsibilities of the Issuer Trustees and the Issuer Trust created and continued hereby shall terminate upon the latest
to occur of the following: (a) the distribution by the Property Trustee to Holders of all amounts required to be distributed hereunder upon the liquidation of the Issuer Trust pursuant to Section 9.4, or upon the redemption of all of the
Trust Securities pursuant to Section 4.2; (b) the payment of any expenses owed by the Issuer Trust; and (c) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Issuer Trust or the Holders. 
 Section
9.4.        Liquidation. 
 (a)        If an Early
Termination Event specified in clause (a), (b) or (d) of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, including Section 3808(e) of the Act to each Holder a Like Amount of Debentures, subject to Section 9.4(d). Notice of
liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder’s address appearing in the
Securities Register. All such notices of liquidation shall: 
 (i)        state the
CUSIP number of the Trust Securities; 
 (ii)        state the Liquidation Date;

 (iii)        state that from and after the Liquidation Date, the Trust Securities
will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures, or if Section 9.4(d) applies, a right to receive a Liquidation Distribution;
and 
  

 -45- 








 (iv)        provide such information with respect
to the procedures by which Holders may exchange Trust Securities Certificates for Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees shall deem appropriate. 
 (b)        Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer
Trust and distribution of the Debentures to Holders, the Property Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more
than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. 
 (c)        Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust
Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the exchange agent for
exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such
Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Debentures)
and (iv) all rights of Holders holding Trust Securities will cease, except the right of such Holders to receive Debentures upon surrender of Trust Securities Certificates. 
 (d)        If, notwithstanding the other provisions of this Section 9.4, whether because of an order for
dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee and the Administrative Trustees not to be possible, or if an Early Dissolution
Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust’s affairs shall be wound up by the Property Trustee and the Administrative Trustees in such manner as the Administrative
Trustees determine. In such event, upon the winding-up of the Issuer Trust except with respect to an Early Dissolution Event specified in clause (b) of Section 9.2, Holders will be entitled to receive out of the assets of the Issuer Trust
available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon
to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the
Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution pro rata (determined as aforesaid) with Holders of Preferred Securities, except that the Preferred Securities shall have a priority over the
Common Securities under the circumstances provided in Section 4.3. 
 Section
9.5.        Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust. 
 The
Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5 or
Section 9.4. At the request of the Holders of the Common Securities, with the consent of the Administrative Trustees, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided that (i) such 

  

 -46- 








 
successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Preferred Securities, or
(b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the “Successor Securities”) so long as the Successor Securities have the same priority as the
Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the
Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating
organization which assigns ratings to the Preferred Securities, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Sponsor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Issuer Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act, and (vii) the Sponsor or its permitted transferee owns all of the common securities of such successor
entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders
of all of the Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor entity to be classified as other than a grantor trust for U.S.
federal income tax purposes. 
 ARTICLE X 
 MISCELLANEOUS PROVISIONS 
 Section 10.1.        Limitation
of Rights of Holders. 
 Except as set forth in Section 9.2, the death, termination, dissolution, bankruptcy or incapacity of any
Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Amended Declaration, nor dissolve, terminate or annul the Issuer Trust, nor entitle the legal representatives, successors or heirs of such
Person or any Holder for such person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them. 
 All parties to this Amended Declaration agree, and each Holder of any Trust Securities by his or her
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit against any Issuer Trustee for any action taken or omitted by it as Issuer Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this paragraph shall not apply to any suit instituted by any Issuer Trustee or to any 

  

 -47- 








 
suit instituted by any Holder or group of Holders of more than 10% in aggregate number of the outstanding Trust Securities. 
 Section 10.2.        Amendment. 
 (a)        This Amended Declaration may be amended from time to time by the Administrative Trustees and the
Holders of all of the Common Securities, without the consent of any Holder of the Trust Preferred Securities, the Property Trustee or the Delaware Trustee (i) to cure any ambiguity, correct or supplement any provision herein that may be
inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Amended Declaration, which shall not be inconsistent with the other provisions of this Amended Declaration,
(ii) modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Issuer Trust will not be classified as other than a grantor trust for U.S. federal income tax purposes at all times
that any Trust Securities are outstanding, to ensure that the Issuer Trust will not be required to register as an “investment company” under the Investment Company Act or to ensure the treatment of the Preferred Securities as Tier 1
regulatory capital under the prevailing Federal Reserve Board rules and regulations, (iii) to require that Holders that are not U.S. persons for U.S. federal income tax purposes irrevocably appoint a U.S. person to exercise any voting rights to
ensure that the Issuer Trust will not be treated as a foreign trust for U.S. federal income tax purposes, or (iv) to conform the terms of this Amended Declaration to the description of this Amended Declaration and the Trust Securities in the
Prospectus; provided, however, that in the case of either clause (i) or (ii), such action shall not adversely affect in any material respect the interests of any Holder, the Property Trustee or the Delaware Trustee, or impose any
additional duty or obligation on the Property Trustee or the Delaware Trustee; provided, further, that in the case of clause (iv), the Sponsor shall deliver to the Property Trustee an Officers’ Certificate and an Opinion of
Counsel (who may be counsel to the Sponsor or the Issuer Trust), in each case confirming that such amendment has the effect of conforming the terms of this Amended Declaration to the descriptions of this Amended Declaration and the Trust Securities
in the Prospectus. Any such amendment shall become effective when notice is given to the Property Trustee, the Delaware Trustee and the Holders of the Preferred Securities. 
 (b)        Except as provided in Section 10.2(c), any provision of this Amended Declaration may be amended
by the Administrative Trustees and the Holders of all of the Common Securities with the consent of Holders of at least a Majority in Liquidation Amount of the Trust Securities; provided that the Issuer Trustees have received an Opinion
of Counsel experienced in such matters to the effect that such amendment or the exercise of any power granted to the Issuer Trustees or Administrative Trustees in accordance with such amendment will not cause the Issuer Trust to be classified as
other than a grantor trust for U.S. federal income tax purposes or affect the Issuer Trust’s exemption from status as an “investment company” under the Investment Company Act. 
 (c)        In addition to and notwithstanding any other provision in this Amended Declaration, without the
consent of each affected Holder, this Amended Declaration may not be amended to (i) change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in
respect of the Trust Securities as of a specified date, or (ii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after such date; and notwithstanding any other provision herein, without the
unanimous consent of the Holders, this Section 10.2(c) may not be amended. 
 (d)        Notwithstanding any other provisions of this Amended Declaration, no Issuer Trustee shall enter into or consent to any amendment to this Amended Declaration that would cause the Issuer


  

 -48- 








 
Trust to fail or cease to qualify for the exemption from status as an “investment company” under the Investment Company Act or to be classified as
other than a grantor trust for U.S. federal income tax purposes. In particular, no Issuer Trustee shall enter into or consent to any amendment to this Amended Declaration that would cause the Issuer Trust to be classified as other than a grantor
trust for U.S. federal income tax purposes. 
 (e)        Notwithstanding anything in this Amended
Declaration to the contrary, without the consent of the Sponsor and the Administrative Trustees, this Amended Declaration may not be amended in a manner that imposes any additional obligation on the Sponsor or the Administrative Trustees.

 (f)        Notwithstanding anything in this Amended Declaration to the contrary, without the
consent of the Property Trustee, this Amended Declaration may not be amended in a manner that imposes any additional obligation on the Property Trustee or that adversely affects the Property Trustee. 
 (g)        Notwithstanding anything in this Amended Declaration to the contrary, without the consent of the
Delaware Trustee, this Amended Declaration may not be amended in a manner that imposes any additional obligation on the Delaware Trustee or that adversely affects the Delaware Trustee. 
 (h)        Notwithstanding anything in this Amended Declaration to the contrary, without the consent of the
Securities Registrar and the Paying Agent, this Amended Declaration may not be amended in a manner that imposes any additional obligation on the Securities Registrar or the Paying Agent or that adversely affects the Securities Registrar or the
Paying Agent. 
 (i)        In the event that any amendment to this Amended Declaration is made, the
Administrative Trustees shall promptly provide to the Sponsor, the Property Trustee and the Delaware Trustee a copy of such amendment. 
 (j)        Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Amended Declaration that affects its own rights, duties or immunities under this
Amended Declaration. The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate stating that any amendment to this Amended Declaration is in compliance with this Amended Declaration. 
 Section 10.3.        Separability. 
 In case any provision in this Amended Declaration or in the Trust Securities Certificates 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
10.4.        Governing Law. 
 THIS AMENDED DECLARATION AND THE RIGHTS AND OBLIGATIONS OF
EACH OF THE HOLDERS, THE ISSUER TRUST, THE SPONSOR AND THE ISSUER TRUSTEES WITH RESPECT TO THIS AMENDED DECLARATION AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO
ITS CONFLICTS OF LAWS PROVISIONS. 
  

 -49- 








 Section 10.5.        Payments Due on Non-Business Day.

 If the date fixed for any payment on any Trust Security shall be a day that is not a Business Day, then such payment need not be made on
such date but may be made on the next succeeding day that is a Business Day, with the same force and effect as though made on the date fixed for such payment, and no Distributions shall accumulate on such unpaid amount for the period after such
date. 
 Section 10.6.        Successors. 
 This Amended Declaration shall be binding upon and shall inure to the benefit of any successor to the Sponsor, the Issuer Trust and any Issuer Trustee,
including any successor by operation of law. Except in connection with a consolidation, merger or sale involving the Sponsor that is permitted under Article VIII of the Indenture and pursuant to which the assignee agrees in writing to perform
the Sponsor’s obligations hereunder, the Sponsor shall not assign its obligations hereunder. 
 Section
10.7.        Headings. 
 The Article and Section headings are for convenience only and
shall not affect the construction of this Amended Declaration. 
 Section 10.8.        Reports,
Notices and Demands. 
 Any report, notice, demand or other communication that by any provision of this Amended Declaration is required
or permitted to be given or served to or upon any Holder, the Sponsor or the Administrative Trustees may be given or served in writing by deposit thereof, first-class, postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Holder of Preferred Securities, to such Holder as such Holder’s name and address may appear on the Securities Register; and (b) in the case of the Holder of the Common
Securities or the Sponsor, to Fifth Third Bancorp, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, Attention: Treasurer, or to such other address as may be specified in a written notice by the Sponsor to the Property Trustee. Such notice, demand
or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. Such notice, demand or other communication to or upon the Sponsor or the Holder of the
Common Securities shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Sponsor or the Holder of the Common Securities, as the case may be. 
 Any notice, demand or other communication that by any provision of this Amended Declaration is required or permitted to be given or served to or upon the
Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrative Trustees or the Issuer Trust shall be given in writing addressed to such Person as follows: (a) with respect to the Property Trustee, to Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware, 19890, Attention: Corporate Trust Administration; (b) with respect to the Delaware Trustee, to Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware, 19890, Attention: Corporate Trust Administration; (c) with respect to the Administrative Trustees, to them at the address above for notices to the Sponsor, marked “Attention: Administrative Trustees of Fifth Third
Capital Trust V”; and (d) with respect to the Issuer Trust, to its principal office specified in Section 2.2, with a copy to the Property Trustee. Such notice, demand or other communication to or upon the Issuer Trust, the Property
Trustee or the Administrative Trustees 

  

 -50- 








 
shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Issuer Trust, the Property Trustee or such
Administrative Trustee. 
 Section 10.9.        Agreement Not to Petition. 
 Each of the Issuer Trustees and the Sponsor agree for the benefit of the Holders that, until at least one year and one day after the Issuer Trust has
been terminated in accordance with Article IX, they shall not file, or join in the filing of, a petition against the Issuer Trust under any bankruptcy, insolvency, reorganization or other similar law (including the United States Bankruptcy Code)
(collectively, “Bankruptcy Laws”) or otherwise join in the commencement of any proceeding against the Issuer Trust under any Bankruptcy Law. If the Sponsor takes action in violation of this Section 10.9, the Property Trustee
agrees, for the benefit of Holders, that at the expense of the Sponsor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Sponsor against the Issuer Trust or the commencement of such
action and raise the defense that the Sponsor has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as counsel for the Issuer Trustees or the Issuer Trust may assert.

 Section 10.10.        Trust Indenture Act; Conflict with Trust Indenture Act. 

(a)        This Amended Declaration is subject to the provisions of the Trust Indenture Act that are required
to be part of this Amended Declaration and shall, to the extent applicable, be governed by such provisions. 
 (b)        The Property Trustee shall be the only Issuer Trustee that is a trustee for the purposes of the Trust Indenture Act. 
 (c)        If any provision hereof limits, qualifies or conflicts with the duties imposed by Sections 310 to
317, inclusive, of the Trust Indenture Act through operation of Section 318(c) thereof, such imposed duties shall control. If any provision of this Amended Declaration modifies or excludes any provision of the Trust Indenture Act which may be
so modified or excluded, the latter provision shall be deemed to apply to this Amended Declaration as so modified or excluded, as the case may be. 
 (d)        The application of the Trust Indenture Act to this Amended Declaration shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests
in the assets of the Issuer Trust. 
 Section 10.11.        Acceptance of Terms of Amended
Declaration, Guarantee Agreement and Indenture. 
 THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF
OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND
PROVISIONS OF THIS AMENDED DECLARATION, THE GUARANTEE AGREEMENT, THE INDENTURE AND THE SUPPLEMENTAL INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE
AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS AMENDED 

  

 -51- 








 
DECLARATION SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS. 
 * * * * 
 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. 
  

 -52- 








 IN WITNESS WHEREOF, the parties hereto
have executed this Amended and Restated Declaration of Trust. 
  

			
	 FIFTH THIRD BANCORP,
         as Sponsor

		
	By:	 	/s/ MAHESH SANKARAN
		 	Name: Mahesh Sankaran
		 	Title: Senior Vice President and Treasurer


  

			
	 WILMINGTON TRUST COMPANY, 
         as Property Trustee and Delaware Trustee

		
	By:	 	/s/ KRISTIN L. MOORE
		 	 Name: Kristin L. Moore
 Title: Senior Financial
Services Officer

		
		 	/s/ PAUL L. REYNOLDS
		 	 Name: Paul L. Reynolds
         as Administrative Trustee

		
		 	/s/ MAHESH SANKARAN
		 	 Name: Mahesh Sankaran
         as Administrative Trustee



  

 FITB CAPITAL TRUST V - .AMENDED AND RESTATED
DECLARATION OF TRUSTS 








 Exhibit A 
 [Insert Certificate of Trust] 







 Exhibit B 
 [FORM OF COMMON SECURITIES CERTIFICATE] 
 THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE
LAW AND SECTION 5.11 OF THE DECLARATION OF TRUST AND ONLY IN CONNECTION WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT OF THE EXPENSE AGREEMENT REFERRED TO THEREIN 
  

					
	Certificate Number	  		  	Number of Common Securities            
			
	CI-	  		  	

 Certificate Evidencing Common Securities 
 of 
 Fifth Third Capital Trust V 
 [·]% Common Securities 
 (liquidation amount $25 per Common Security) 
 Fifth Third Capital Trust V, a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that Fifth Third Bancorp (the “Holder”) is the registered owner of • common
securities of the Issuer Trust representing common undivided beneficial interests in the assets of the Issuer Trust and designated the [•]% Common Securities (liquidation amount $25 per Common Security) (the “Common Securities”).
Except in accordance with Section 5.11 of the Declaration of Trust (as defined below), the Common Securities are not transferable and, to the fullest extent permitted by law, any attempted transfer hereof other than in accordance therewith
shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of [            ], as the same may be amended from time to
time (the “Declaration of Trust”), among Fifth Third Bancorp, as Sponsor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees named therein, and the holders, from time
to time, of undivided beneficial interests in the assets of the Issuer Trust including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Declaration of Trust to the Holder without
charge upon written request to the Issuer Trust at its principal place of business or registered office. 
 Upon receipt of this certificate,
the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder. 
 Terms used but not defined herein have the
meanings set forth in the Declaration of Trust. 







 IN WITNESS WHEREOF, one of the
Administrative Trustees of the Issuer Trust has executed this certificate on behalf of the Issuer Trust this [        ]th day of
[                    ], [        ]. 
  

			
	FIFTH THIRD CAPITAL TRUST V 
		
	By:	 	 
		 	Name:
		 	Administrative Trustee


  

 B-2 








 Exhibit C 
 [FORM OF PREFERRED SECURITIES CERTIFICATE] 
 THIS PREFERRED SECURITIES CERTIFICATE IS A BOOK-ENTRY
PREFERRED SECURITIES CERTIFICATE WITHIN THE MEANING OF THE DECLARATION OF TRUST HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A CLEARING AGENCY OR A NOMINEE OF A CLEARING AGENCY. THIS PREFERRED SECURITIES CERTIFICATE IS EXCHANGEABLE FOR
PREFERRED SECURITIES CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION OF TRUST AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE CLEARING
AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION OF TRUST. 
 UNLESS THIS PREFERRED SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO FIFTH THIRD CAPITAL TRUST V OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 








					
	Certificate Number	  		  	Number of Preferred Securities            
			
	CAI-	  		  	

 CUSIP NO. 
 Certificate Evidencing Trust Preferred Securities 
 of 
 Fifth Third Capital Trust V 
 7.25%
Trust Preferred Securities 
 (liquidation amount $25 per Trust Preferred Security) 
 Fifth Third Capital Trust V, a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that
Cede & Co. (the “Holder”) is the registered owner of 20,000,000 Preferred Securities of the Issuer Trust representing an undivided preferred beneficial interest in the assets of the Issuer Trust and designated the Fifth Third
Capital Trust V 7.25% Trust Preferred Securities (liquidation amount $25 per Trust Preferred Security) (the “Preferred Securities”). The Preferred Securities are transferable on the books and records of the Issuer Trust, in person or by a
duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.5 of the Declaration of Trust (as defined below). The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended
and Restated Declaration of Trust of the Issuer Trust, dated as of August 8, 2007 as the same may be amended from time to time (the “Declaration of Trust”), among Fifth Third Bancorp, as Sponsor, Wilmington Trust Company, as Property
Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees named therein, and the holders, from time to time of undivided beneficial interests in the assets of the Issuer Trust including the designation of the terms of the
Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by Fifth Third Bancorp, an Ohio corporation, and Wilmington Trust Company, as guarantee trustee, dated as of August 8,
2007, as the same may be amended from time to time (the “Guarantee Agreement”), to the extent provided therein. The Issuer Trust will furnish a copy of the Declaration of Trust and the Guarantee Agreement to the Holder without charge upon
written request to the Issuer Trust at its principal place of business or registered office. 
 Upon receipt of this certificate, the Holder
is bound by the Declaration of Trust and is entitled to the benefits thereunder. 
  

 C-2 








 IN WITNESS WHEREOF, one of the
Administrative Trustees of the Issuer Trust has executed this certificate on behalf of the Issuer Trust this [        ] day of
[                    ], [        ]. 
  

			
	FIFTH THIRD CAPITAL TRUST V 
		
	By:	 	 
		 	Name:
		 	Title:  Administrative Trustee


 This is one of the Preferred Securities referred to in the within-mentioned Declaration of
Trust. 
  

			
	 WILMINGTON TRUST COMPANY,
 as Property Trustee

		
	By:	 	 
		 	Name:
		 	Title:  Authorized Officer


  

 C-3 








 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security to: 
  
  

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

	(Insert address and zip code of assignee)


			
		
	and irrevocably appoints	  	 

  
  

 agent to transfer this Preferred Securities Certificate on the books of the Issuer Trust. The agent may substitute another to act for him or her. 
 Date: ________________ 
 Signature:
_______________________________________________________________________________________________ 
 (Sign exactly as your name appears on the
other side of this Preferred Securities Certificate) 
 The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 
  

 C-4 








 Exhibit D 
 EXHIBIT D 
 [FORM OF EXPENSE AGREEMENT] 
 AGREEMENT AS TO EXPENSES AND LIABILITIES 
 AGREEMENT AS TO EXPENSES AND LIABILITIES,
dated as of __________ ___, 20__, between Fifth Third Bancorp, an Ohio corporation (the “Sponsor”), and Fifth Third Capital Trust V, a Delaware business trust (the “Issuer Trust”). 
 WHEREAS, the Issuer Trust intends to issue its Common Securities (the “Common Securities”) to, and acquire Debentures from, the Sponsor and to
issue and sell [·]% Trust Preferred Securities (the “Trust Preferred Securities”) with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Amended Declaration of the Issuer Trust, dated as of __________ ___, 20__ among the Sponsor, as sponsor, Wilmington Trust Company, as Property Trustee and Delaware Trustee, and the
Administrative Trustees named therein, as the same may be amended from time to time (the “Amended Declaration”); 
 WHEREAS, the
Sponsor will own all of the Common Securities of the Trust and will issue the Debentures; 
 WHEREAS, terms used but not defined herein have
the meanings set forth in the Amended Declaration; 
 NOW, THEREFORE, for good and valid consideration, the receipt and sufficiency of which
are hereby acknowledged: 
 ARTICLE I 
 Section 1.1.        Guarantee by the Sponsor. Subject to the terms and conditions hereof, the Sponsor hereby irrevocably and unconditionally guarantees to each person or entity to whom the
Issuer Trust is now or hereafter becomes indebted or liable (the “Beneficiaries”) the full payment, when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, “Obligations” means
any costs, expenses or liabilities of the Issuer Trust, other than obligations of the Issuer Trust to pay to holders of any Trust Securities the amounts due such holders pursuant to the terms of the Trust Securities. This Agreement is intended to be
for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof. 
 Section 1.2.        Subordination of Guarantee. The guarantee and other liabilities and obligations of the Sponsor under this Agreement shall constitute unsecured obligations of the Sponsor and
shall rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Sponsor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article
XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Sponsor hereunder. The obligations of the Sponsor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Sponsor. 
 Section 1.3.        Term of Agreement. This Agreement shall terminate and be of no further force and
effect upon the dissolution of the Issuer Trust, provided, however, that this Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any holder of Trust Preferred 

  

 D-1 








 
Securities or any Beneficiary must restore payment of any sums paid under the Trust Preferred Securities, under any Obligation, under the Guarantee Agreement
dated as of the date hereof by the Sponsor and Wilmington Trust Company as guarantee trustee, or under this Agreement for any reason whatsoever. This Agreement is continuing, irrevocable, unconditional and absolute. 
 Section 1.4.        Waiver of Notice. The Sponsor hereby waives notice of acceptance of this Agreement and
of any Obligation to which it applies or may apply, and the Sponsor hereby waives presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. 
 Section 1.5.        No Impairment. The obligations, covenants, agreements and duties of the Sponsor under
this Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: 
 (a)        the extension of time for the payment by the Issuer Trust of all or any portion of the Obligations or for the performance of any other obligation under, arising out of, or in connection
with, the Obligations; 
 (b)        any failure, omission, delay or lack of diligence on the part of
the Beneficiaries to enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries with respect to the Obligations or any action on the part of the Issuer Trust granting indulgence or extension of any kind; or

 (c)            the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the
Issuer Trust (other than the liquidation of the Issuer Trust in accordance with the terms thereof). 
 There shall be no obligation of the
Beneficiaries to give notice to, or obtain the consent of, the Sponsor with respect to the happening of any of the foregoing. 
 Section
1.6.        Enforcement. A Beneficiary may enforce this Agreement directly against the Sponsor and the Sponsor waives any right or remedy to require that any action be brought against the Issuer Trust
or any other person or entity before proceeding against the Sponsor. 
 Section
1.7.        Subrogation. The Sponsor shall be subrogated to all rights (if any) of the Issuer Trust in respect of any amounts paid to the Beneficiaries by the Sponsor under this Agreement; provided,
however, that the Sponsor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all
cases as a result of payment under this Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Agreement. 
  

 D-2 








 ARTICLE II 
 Section 2.1.        Assignment. This Agreement may not be assigned by either party hereto without the consent of the other, and any purported assignment without such
consent shall be void. 
 Section 2.2.        Binding Effect. All guarantees and agreements
contained in this Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Sponsor and shall inure to the benefit of the Beneficiaries. 
 Section 2.3.        Amendment. So long as there remains any Beneficiary or any Trust Preferred Securities
are outstanding, this Agreement shall not be modified or amended in any manner adverse to such Beneficiary or to the holders of the Trust Preferred Securities without the consent of such Beneficiary or the holders of the Trust Preferred Securities,
as the case may be. 
 Section 2.4.        Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by delivering the same against receipt therefor by facsimile transmission (confirmed by mail), telex or by registered or certified mail, addressed as follows (and if so given,
shall be deemed given when mailed or upon receipt of an answer-back, if sent by telex): 
 If given to the Sponsor: 
 Fifth Third Bancorp 
 38 Fountain Square
Plaza 
 Cincinnati, Ohio 45263 
 Tel: (513) 534-5300 
 Fax: (513) 534-6757 
 Attention: Paul L. Reynolds, Executive Vice President, Secretary and General Counsel 
 If given to the
Issuer Trust: 
 Fifth Third Capital Trust V 
 c/o Wilmington Trust Company 
 Rodney Square North 
 1100 N. Market Street 
 Wilmington, Delaware
19890 
 Tel: (302) 636-6016 
 Fax: (302) 636-4145 
 Attention: Kristin L. Moore, CCTS 
 Section 2.5.        THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. 
  

 D-3 








 THIS AGREEMENT is executed as of the day and year first above written. 
  

			
	FIFTH THIRD BANCORP
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	FIFTH THIRD CAPITAL TRUST V
		
	By:	 	 
		 	Name:
		 	Administrative Trustee


  

 D-4