EX-4.2



 EXHIBIT 4.2 
  

 
 JUNIOR SUBORDINATED NOTE
INDENTURE 
 between 

LEGG MASON, INC., 
 as
Issuer 
 and 

THE BANK OF NEW YORK MELLON, 

as Trustee 
  

 
 Dated as of
[    ] 
  
  

 
  







 LEGG MASON, INC. 

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND JUNIOR 

SUBORDINATED NOTE INDENTURE, DATED AS OF [    ] 
  

							
	 	 	TRUST INDENTURE	  	 	 
	 	 	      ACT SECTION	  	INDENTURE SECTION	 
	 Sec.
	 	 310(a)(1)
	  	 	609	  
		 	      (a)(2)	  	 	609	  
		 	      (a)(3)	  	 	Not Applicable	  
		 	      (a)(4)	  	 	Not Applicable	  
		 	      (b)	  	 	608	  
		 		  	 	610	  
	 Sec.
	 	 311(a)
	  	 	613	  
		 	311(b)(4)	  	 	613(a)	  
		 	      (b)(6)	  	 	613(b)	  
	 Sec.
	 	 312(a)
	  	 	701	  
		 		  	 	702(a)	  
		 	      (c)	  	 	702(b)	  
	 Sec.
	 	 313(a)
	  	 	703(a)	  
		 	313(b)	  	 	703(b)	  
		 	313(c)	  	 	703(c)	  
		 		  	 	704	  
		 	      (d)	  	 	703(c)	  
	 Sec.
	 	 314(a)
	  	 	704, 1007	  
		 	      (b)	  	 	Not Applicable	  
		 	      (c)(1)	  	 	102	  
		 	      (c)(2)	  	 	102	  
		 	      (c)(3)	  	 	Not Applicable	  
		 	      (d)	  	 	Not Applicable	  
		 	      (e)	  	 	102	  
	 Sec.
	 	 315(a)
	  	 	601(a)	  
		 	      (b)	  	 	602	  
		 	      (c)	  	 	601(b)	  
		 	      (d)	  	 	601(c)	  
		 	      (d)(1)	  	 	601(a)(1)	  
		 	      (d)(2)	  	 	601(c)(2)	  
		 	      (d)(3)	  	 	601(c)(3)	  
		 	      (e)	  	 	514	  
	 Sec.
	 	 316(a)
	  	 	101	  
		 	      (a)(1)(A)	  	 	502	  
		 		  	 	512	  
		 	      (a)(1)(B)	  	 	513	  
		 	      (a)(2)	  	 	Not Applicable	  
		 	      (b)	  	 	508	  
	 Sec.
	 	 317(a)(1)
	  	 	503	  
		 	      (a)(2)	  	 	504	  
		 	      (b)	  	 	1003	  
	 Sec.
	 	 318(a)
	  	 	107	  








 TABLE OF CONTENTS 

 
  

							
	 	 	 	  	Page	 
	 ARTICLE ONE
	  			
		
	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  			
	 SECTION 101.
	 	DEFINITIONS	  	 	1	  
			
	 SECTION 102.
	 	COMPLIANCE CERTIFICATES AND OPINIONS	  	 	6	  
			
	 SECTION 103.
	 	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	  	 	6	  
			
	 SECTION 104.
	 	ACTS OF HOLDERS	  	 	7	  
			
	 SECTION 105.
	 	NOTICES, ETC., TO TRUSTEE AND COMPANY	  	 	7	  
			
	 SECTION 106.
	 	NOTICE TO HOLDERS OF JUNIOR SUBORDINATED NOTES; WAIVER	  	 	8	  
			
	 SECTION 107.
	 	CONFLICT WITH TRUST INDENTURE ACT	  	 	8	  
			
	 SECTION 108.
	 	EFFECT OF HEADINGS AND TABLE OF CONTENTS	  	 	8	  
			
	 SECTION 109.
	 	SUCCESSORS AND ASSIGNS	  	 	8	  
			
	 SECTION 110.
	 	SEPARABILITY CLAUSE	  	 	8	  
			
	 SECTION 111.
	 	BENEFITS OF INDENTURE	  	 	8	  
			
	 SECTION 112.
	 	GOVERNING LAW	  	 	9	  
			
	 SECTION 113.
	 	LEGAL HOLIDAYS	  	 	9	  
			
	 SECTION 114.
	 	APPOINTMENT OF AGENT FOR SERVICE	  	 	9	  
			
	 SECTION 115.
	 	FORCE MAJEURE	  	 	9	  
			
	 SECTION 116.
	 	WAIVER OF TRIAL BY JURY	  	 	9	  
			
	 SECTION 117.
	 	USA PATRIOT ACT	  	 	10	  
			
	 SECTION 118.
	 	FATCA	  	 	10	  
		
	 ARTICLE TWO
	  			
		
	 FORMS OF JUNIOR SUBORDINATED NOTES
	  			
	 SECTION 201.
	 	FORMS GENERALLY	  	 	10	  
			
	 SECTION 202.
	 	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	  	 	10	  
			
	 SECTION 203.
	 	JUNIOR SUBORDINATED NOTES ISSUABLE IN THE FORM OF A GLOBAL SECURITY	  	 	11	  


  
 i 









							
	 ARTICLE THREE
	  			
		
	 THE JUNIOR SUBORDINATED NOTES
	  			
	 SECTION 301.
	 	AMOUNT UNLIMITED; ISSUABLE IN SERIES	  	 	12	  
			
	 SECTION 302.
	 	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	  	 	14	  
			
	 SECTION 303.
	 	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE	  	 	14	  
			
	 SECTION 304.
	 	MUTILATED, DESTROYED, LOST AND STOLEN JUNIOR SUBORDINATED NOTES	  	 	16	  
			
	 SECTION 305.
	 	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	  	 	16	  
			
	 SECTION 306.
	 	PERSONS DEEMED OWNERS	  	 	17	  
			
	 SECTION 307.
	 	CANCELLATION	  	 	17	  
			
	 SECTION 308.
	 	COMPUTATION OF INTEREST	  	 	17	  
		
	 ARTICLE FOUR
	  			
		
	 SATISFACTION AND DISCHARGE
	  			
	 SECTION 401.
	 	SATISFACTION AND DISCHARGE OF INDENTURE	  	 	18	  
			
	 SECTION 402.
	 	APPLICATION OF TRUST MONEY INDEMNIFICATION	  	 	19	  
		
	 ARTICLE FIVE
	  			
		
	 REMEDIES
	  			
	 SECTION 501.
	 	EVENTS OF DEFAULT	  	 	19	  
			
	 SECTION 502.
	 	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	  	 	21	  
			
	 SECTION 503.
	 	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	  	 	21	  
			
	 SECTION 504.
	 	TRUSTEE MAY FILE PROOFS OF CLAIM	  	 	22	  
			
	 SECTION 505.
	 	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF JUNIOR SUBORDINATED NOTES	  	 	22	  
			
	 SECTION 506.
	 	APPLICATION OF MONEY COLLECTED	  	 	23	  
			
	 SECTION 507.
	 	LIMITATION ON SUITS	  	 	23	  
			
	 SECTION 508.
	 	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST	  	 	24	  
			
	 SECTION 509.
	 	RESTORATION OF RIGHTS AND REMEDIES	  	 	24	  
			
	 SECTION 510.
	 	RIGHTS AND REMEDIES CUMULATIVE	  	 	24	  
			
	 SECTION 511.
	 	DELAY OR OMISSION NOT WAIVER	  	 	24	  


  
 ii 









							
	 SECTION 512.
	 	CONTROL BY HOLDERS OF JUNIOR SUBORDINATED NOTES	  	 	24	  
			
	 SECTION 513.
	 	WAIVER OF PAST DEFAULTS	  	 	25	  
			
	 SECTION 514.
	 	UNDERTAKING FOR COSTS	  	 	25	  
			
	 SECTION 515.
	 	WAIVER OF STAY OR EXTENSION LAWS	  	 	25	  
		
	 ARTICLE SIX
	  			
		
	 THE TRUSTEE
	  			
	 SECTION 601.
	 	CERTAIN DUTIES AND RESPONSIBILITIES	  	 	25	  
			
	 SECTION 602.
	 	NOTICE OF DEFAULTS	  	 	26	  
			
	 SECTION 603.
	 	CERTAIN RIGHTS OF TRUSTEE	  	 	27	  
			
	 SECTION 604.
	 	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF JUNIOR SUBORDINATED NOTES	  	 	28	  
			
	 SECTION 605.
	 	MAY HOLD JUNIOR SUBORDINATED NOTES	  	 	28	  
			
	 SECTION 606.
	 	MONEY HELD IN TRUST	  	 	29	  
			
	 SECTION 607.
	 	COMPENSATION AND REIMBURSEMENT	  	 	29	  
			
	 SECTION 608.
	 	DISQUALIFICATION; CONFLICTING INTERESTS	  	 	29	  
			
	 SECTION 609.
	 	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	  	 	29	  
			
	 SECTION 610.
	 	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	  	 	30	  
			
	 SECTION 611.
	 	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	  	 	31	  
			
	 SECTION 612.
	 	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	  	 	32	  
			
	 SECTION 613.
	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	  	 	32	  
			
	 SECTION 614.
	 	APPOINTMENT OF AUTHENTICATING AGENT	  	 	32	  
		
	 ARTICLE SEVEN
	  			
		
	 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  			
	 SECTION 701.
	 	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	  	 	34	  
			
	 SECTION 702.
	 	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS	  	 	34	  
			
	 SECTION 703.
	 	REPORTS BY TRUSTEE	  	 	34	  
			
	 SECTION 704.
	 	REPORTS BY COMPANY	  	 	34	  
			
	 SECTION 705.
	 	ORIGINAL ISSUE DISCOUNT	  	 	35	  


  
 iii 









							
	 ARTICLE EIGHT
	  			
		
	 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  			
	 SECTION 801.
	 	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	  	 	35	  
			
	 SECTION 802.
	 	SUCCESSOR CORPORATION SUBSTITUTED	  	 	36	  
		
	 ARTICLE NINE
	  			
		
	 SUPPLEMENTAL INDENTURES
	  			
	 SECTION 901.
	 	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	  	 	36	  
			
	 SECTION 902.
	 	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	  	 	37	  
			
	 SECTION 903.
	 	GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE	  	 	37	  
			
	 SECTION 904.
	 	EXECUTION OF SUPPLEMENTAL INDENTURES	  	 	38	  
			
	 SECTION 905.
	 	EFFECT OF SUPPLEMENTAL INDENTURES	  	 	38	  
			
	 SECTION 906.
	 	CONFORMITY WITH TRUST INDENTURE ACT	  	 	38	  
			
	 SECTION 907.
	 	REFERENCE IN JUNIOR SUBORDINATED NOTES TO SUPPLEMENTAL INDENTURES	  	 	38	  
			
	 SECTION 908.
	 	NOTICE OF SUPPLEMENTAL INDENTURES	  	 	38	  
			
	 ARTICLE TEN
	 		  			
			
	 COVENANTS
	 		  			
	 SECTION 1001.
	 	PAYMENT OF PRINCIPAL AND INTEREST	  	 	39	  
			
	 SECTION 1002.
	 	MAINTENANCE OF OFFICE OR AGENCY	  	 	39	  
			
	 SECTION 1003.
	 	MONEY FOR JUNIOR SUBORDINATED NOTES PAYMENTS TO BE HELD IN TRUST	  	 	39	  
			
	 SECTION 1004.
	 	ADDITIONAL INTEREST	  	 	40	  
			
	 SECTION 1005.
	 	CORPORATE EXISTENCE	  	 	40	  
			
	 SECTION 1006.
	 	STATEMENT AS TO COMPLIANCE	  	 	41	  
			
	 SECTION 1007.
	 	WAIVER OF CERTAIN COVENANTS	  	 	41	  
			
	 SECTION 1008.
	 	COVENANTS REGARDING TRUST	  	 	41	  
		
	 ARTICLE ELEVEN
	  			
		
	 REDEMPTION OF JUNIOR SUBORDINATED NOTES
	  			
	 SECTION 1101.
	 	APPLICABILITY OF ARTICLE	  	 	41	  
			
	 SECTION 1102.
	 	ELECTION TO REDEEM; NOTICE TO TRUSTEE	  	 	42	  


  
 iv 









							
	 SECTION 1103.
	 	SELECTION BY TRUSTEE OF JUNIOR SUBORDINATED NOTES TO BE REDEEMED	  	 	42	  
			
	 SECTION 1104.
	 	NOTICE OF REDEMPTION	  	 	42	  
			
	 SECTION 1105.
	 	DEPOSIT OF REDEMPTION PRICE	  	 	43	  
			
	 SECTION 1106.
	 	JUNIOR SUBORDINATED NOTES PAYABLE ON REDEMPTION DATE	  	 	43	  
			
	 SECTION 1107.
	 	JUNIOR SUBORDINATED NOTES REDEEMED IN PART	  	 	44	  
			
	 SECTION 1108.
	 	REPURCHASES ON THE OPEN MARKET	  	 	44	  
		
	 ARTICLE TWELVE
	  			
		
	 SINKING FUNDS
	  			
	 SECTION 1201.
	 	APPLICABILITY OF ARTICLE	  	 	44	  
			
	 SECTION 1202.
	 	SATISFACTION OF SINKING FUND PAYMENTS WITH JUNIOR SUBORDINATED NOTES	  	 	44	  
			
	 SECTION 1203.
	 	REDEMPTION OF JUNIOR SUBORDINATED NOTES FOR SINKING FUND	  	 	44	  
		
	 ARTICLE THIRTEEN
	  			
		
	 SUBORDINATION
	  			
	 SECTION 1301.
	 	JUNIOR SUBORDINATED NOTES SUBORDINATE TO SENIOR INDEBTEDNESS	  	 	45	  
			
	 SECTION 1302.
	 	PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC.	  	 	45	  
			
	 SECTION 1303.
	 	NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT	  	 	46	  
			
	 SECTION 1304.
	 	PAYMENT PERMITTED IF NO DEFAULT	  	 	46	  
			
	 SECTION 1305.
	 	SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS	  	 	46	  
			
	 SECTION 1306.
	 	PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS	  	 	47	  
			
	 SECTION 1307.
	 	TRUSTEE TO EFFECTUATE SUBORDINATION	  	 	47	  
			
	 SECTION 1308.
	 	NO WAIVER OF SUBORDINATION PROVISIONS	  	 	47	  
			
	 SECTION 1309.
	 	TRUST MONEYS NOT SUBORDINATED	  	 	48	  
			
	 SECTION 1310.
	 	NOTICE TO THE TRUSTEE	  	 	48	  
			
	 SECTION 1311.
	 	RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT	  	 	48	  
			
	 SECTION 1312.
	 	TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS	  	 	49	  
			
	 SECTION 1313.
	 	RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION OF TRUSTEE’S RIGHTS	  	 	49	  


  
 v 









							
	 SECTION 1314.
	 	ARTICLE APPLICABLE TO PAYING AGENTS	  	 	49	  
			
	 SECTION 1315.
	 	RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS	  	 	49	  
		
	 ARTICLE FOURTEEN
	  			
		
	 DEFEASANCE AND COVENANT DEFEASANCE
	  			
	 SECTION 1401.
	 	COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	  	 	49	  
			
	 SECTION 1402.
	 	DEFEASANCE AND DISCHARGE	  	 	50	  
			
	 SECTION 1403.
	 	COVENANT DEFEASANCE	  	 	50	  
			
	 SECTION 1404.
	 	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE	  	 	50	  
			
	 SECTION 1405.
	 	DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	  	 	51	  
			
	 SECTION 1406.
	 	REINSTATEMENT	  	 	52	  
		
	 ARTICLE FIFTEEN
	  			
		
	 MISCELLANEOUS PROVISIONS
	  			
	 SECTION 1501.
	 	NO RECOURSE AGAINST OTHERS	  	 	52	  
			
	 SECTION 1502.
	 	SET-OFF	  	 	52	  
			
	 SECTION 1503.
	 	ASSIGNMENT; BINDING EFFECT	  	 	53	  
			
	 SECTION 1504.
	 	ADDITIONAL INTEREST	  	 	53	  


  
 vi 








 JUNIOR SUBORDINATED NOTE INDENTURE 

THIS JUNIOR SUBORDINATED NOTE INDENTURE is made as of [            ], between LEGG
MASON, INC., a Maryland corporation, as Issuer (the “Company”), having its principal office at 100 International Drive, Baltimore, Maryland 21202, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the
“Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Company has duly authorized the execution and delivery of this Junior Subordinated Note Indenture to provide for the issuance
from time to time of its unsecured subordinated debentures, notes or other evidences of indebtedness (herein called the “Junior Subordinated Notes”), to be issued in one or more series as in this Junior Subordinated Note Indenture
provided; and 
 WHEREAS, all things necessary to make this Junior Subordinated Note Indenture a valid agreement of the Company, in
accordance with its terms, have been done. 
 NOW, THEREFORE, for and in consideration of the premises and the purchase of the Junior
Subordinated Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Junior Subordinated Notes or of series thereof, as follows: 

ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS 

OF GENERAL APPLICATION 

SECTION 101. DEFINITIONS. 

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

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

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation; 

(4) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Junior
Subordinated Note Indenture as a whole and not to any particular Article, Section or other subdivision; and 
 (5) Trust Securities related
to a particular series of Junior Subordinated Notes means the series of Trust Securities the proceeds of the sale of which were loaned to the Company in exchange for such series of Junior Subordinated Notes, and the guarantee related to such series
of Trust Securities means the guarantee pursuant to which the Company has guaranteed, to the extent stated therein, the payment of distributions and certain other amounts with respect to such series of Trust Securities. 

Certain terms, used principally in Article Six, are defined in that Article. 







 “Act,” when used with respect to any Holder of a Junior Subordinated Note, has the
meaning specified in Section 104. 
 “Additional Interest” means (i) such additional amounts as may be required so that
the net amounts received and retained by the Holder (if the Holder is a Securities Trust) after paying taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any other
taxing authority will not be less than the amounts the Holder would have received had no such taxes, duties, assessments, or other governmental charges been imposed; and (ii) any interest not paid on an Interest Payment Date (whether by virtue
of deferral or extension, or otherwise), together with interest thereon from such Interest Payment Date to the date of payment, compounded quarterly (or, if specified in the terms of a series of Junior Subordinated Notes, semi-annually), on each
Interest Payment Date. 
 “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. Notwithstanding the
foregoing, any Securities Trust organized by the Company shall not be deemed to be an Affiliate of the Company. 
 “Authenticating
Agent” means any Person or Persons authorized by the Trustee to authenticate one or more series of Junior Subordinated Notes. 

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of the officers and/or
directors of the Company appointed by that board. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or
an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day” means a day other than (i) a Saturday or a Sunday, (ii) a day on which banks in New York, New York are
authorized or obligated by law or executive order to remain closed, or (iii) a day on which the Trustee’s Corporate Trust Office or Property Trustee’s principal corporate trust office is closed for business. 

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange
Act of 1934, as amended (the “1934 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. 
 “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor corporation shall have become such pursuant to the applicable provisions of this Junior Subordinated Note Indenture, and thereafter “Company” shall mean such successor corporation. 

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

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Junior Subordinated Note Indenture is located at The Bank of New York Mellon, 101 Barclay Street, FL 7E, New York, NY 10286, Attention: Corporate Trust Administration, except that with
respect to presentation of Securities for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted. 

“corporation” includes corporations, partnerships, limited liability companies, associations, companies and business trusts. 

  
 2 








 “Defaulted Interest” has the meaning specified in Section 305. 

“Depositary” means, unless otherwise specified by the Company pursuant to either Section 203 or 301, with respect to Junior
Subordinated Notes of any series issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the 1934 Act, or other applicable statute or regulation. 

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

“Global Security” means, with respect to any series of Junior Subordinated Notes issued hereunder, a Junior Subordinated Note that
is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with Section 203 of this Indenture and any supplemental indenture hereto. 

“Government Obligations” means securities which are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as to the
timely payment of principal and interest as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company which is a member of the Federal Reserve System and having a combined capital and surplus of at least $50,000,000 as custodian with respect to any such obligation evidenced by such depository receipt or a specific
payment of interest on or principal of any such obligation held by such custodian for the account of the holder of a depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the obligation set forth in (i) or (ii) above or the specific payment of interest on or principal of such obligation
evidenced by such depository receipt. 
 “Guarantee” means a Guarantee Agreement, if any, executed and delivered by the Company
for the benefit of the holders from time to time of all or a portion of the Trust Securities of a Securities Trust. 
 “Holder”,
when used with respect to any Junior Subordinated Note, means the Person in whose name the Junior Subordinated Note is registered in the Security Register. 

“Indenture” or “Junior Subordinated Note Indenture” means this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more supplemental indentures entered into pursuant to the applicable provisions hereof and shall include the terms of the particular series of Junior Subordinated Notes established as contemplated by
Section 301. 
 “Interest Payment Date”, when used with respect to any series of Junior Subordinated Notes, means the dates
established for the payment of interest thereon, as provided in the supplemental indenture for such series. 
 “Junior Subordinated
Note” has the meaning stated in the first recital of this Indenture and more particularly means any Junior Subordinated Notes authenticated and delivered under this Indenture. 

“Maturity,” when used with respect to any Junior Subordinated Note, means the date on which the principal of such Junior
Subordinated Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Officer” means the President, any Vice President, the Chief Financial Officer, the Treasurer or the Secretary. 

“Officer’s Certificate” means a certificate signed on behalf of the Company by one Officer of the Company, that meets the
requirements of Section 102. 

  
 3 








 “Opinion of Counsel” means a written opinion acceptable to the Trustee of counsel, who
may be counsel for the Company (including an employee of the Company). 
 “Outstanding,” when used with respect to Junior
Subordinated Notes, means, as of the date of determination, all Junior Subordinated Notes theretofore authenticated and delivered under this Indenture, except: 

(i) Junior Subordinated Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 

(ii) Junior Subordinated Notes for whose payment or redemption money and/or Government Obligations permitted hereby in the
necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such
Junior Subordinated Notes; provided that if such Junior Subordinated Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision for the giving of such notice satisfactory to the Trustee has been
made; 
 (iii) Junior Subordinated Notes that have been paid or in exchange for or in lieu of which other Junior Subordinated
Notes have been authenticated and delivered pursuant to this Indenture, other than any such Junior Subordinated Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Junior Subordinated Notes are
held by a bona fide purchaser in whose hands such Junior Subordinated Notes are valid obligations of the Company; and 
 (iv) Junior
Subordinated Notes, or portions thereof, converted into or exchanged for another security if the terms of such Junior Subordinated Notes provide for such conversion or exchange; 

provided, however, that in determining, during any period in which any Junior Subordinated Notes of a series are owned by any Person other than the Company or
any Affiliate thereof, whether the Holders of the requisite principal amount of Outstanding Junior Subordinated Notes of such series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Junior Subordinated
Notes of such series owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be Outstanding. In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Junior Subordinated Notes that the Trustee actually knows to be so owned by the Company or an Affiliate of the Company in the above circumstances shall be so disregarded. Junior Subordinated Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Junior Subordinated Notes and that the pledgee is not the Company or any
Affiliate of the Company. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if
any) or interest on any Junior Subordinated Notes on behalf of the Company. 
 “Person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Predecessor Security” of any particular Junior Subordinated Note means every previous Junior Subordinated Note evidencing all or a
portion of the same debt as that evidenced by such particular Junior Subordinated Note; and, for the purposes of this definition, any Junior Subordinated Note authenticated and delivered under Section 304 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Junior Subordinated Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Junior Subordinated Note. 

“Property Trustee”, when used with respect to the Junior Subordinated Notes of any series, means the Person designated as such in
the related Trust Agreement. 
 “Redemption Date”, when used with respect to any Junior Subordinated Note to be redeemed, means
the date fixed for such redemption by or pursuant to this Indenture. 

  
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 “Redemption Price,” when used with respect to any Junior Subordinated Note to be
redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record Date” for the interest
payable on any Interest Payment Date on the Junior Subordinated Notes of any series means the date specified for that purpose as contemplated by Section 301, whether or not a Business Day. 

“Responsible Officer” means, when used with respect to the Trustee, any officer of the Trustee within the Corporate Trust Office of
the Trustee (or any successor group of the Trustee) who has direct responsibility for administration of this Indenture and, for purposes of Section 602 (or subparagraph Section 603(h) of the first paragraph of Section 603 to the
extent such expanded definition is used), also includes any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. 

“Securities Trust” means any statutory business trust formed by the Company or an Affiliate to issue Trust Securities, the proceeds
of which will be used to purchase Junior Subordinated Notes of one or more series. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 303. 
 “Senior Indebtedness” means, with respect to the
Company, (i) any payment due in respect of indebtedness of the Company, whether outstanding at the date of execution of this Junior Subordinated Note Indenture or thereafter incurred, created, or assumed, (a) in respect of money borrowed
(including any financial derivative, hedging or futures contract or similar instrument) and (b) evidenced by securities, debentures, bonds, notes or other similar instruments issued by the Company which, by their terms, are senior or senior
subordinated debt securities including, without limitation, all obligations under its indentures with various trustees; (ii) all capital lease obligations; (iii) all obligations issued or assumed as the deferred purchase price of property,
all conditional sale obligations and all obligations of the Company under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business and long-term purchase
obligations); (iv) all obligations for the reimbursement of any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction; (v) all obligations of the type referred to in clauses (i) through
(iv) above of other persons the payment of which the Company is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i) through (v) above of other persons secured
by any lien on any property or asset of the Company (whether or not such obligation is assumed by the Company), except for (1) any such indebtedness that is by its terms subordinated to or pari passu with the Junior Subordinated Notes
and (2) any unsecured indebtedness between or among the Company or its Affiliates. Such Senior Indebtedness shall continue to be entitled to the benefits of the subordination provisions contained in Article Thirteen irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness. 
 “Special Record Date” for the payment of any
Defaulted Interest on the Junior Subordinated Notes of any series means a date fixed by the Trustee pursuant to Section 305. 

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

“Trust Agreement,” when used with respect to a Securities Trust, means the agreement or instrument that governs the affairs of such
Securities Trust. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference herein to the
Trust Indenture Act or a particular provision thereof shall mean such Trust Indenture Act or provision, as the case may be, as amended or replaced from time to time. 

“Trust Securities” means the securities issued by a Securities Trust evidencing the entire beneficial interest therein. 

  
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 “Trustee” means the Person named as the “Trustee” in the first paragraph of
this instrument until a successor Trustee shall have become such with respect to one or more series of Junior Subordinated Notes pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each
Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Junior Subordinated Notes of any series shall mean the Trustee with respect to Junior Subordinated Notes
of that series. 
 “Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether or
not designated by a number or a word or words added before or after the title “vice president.” 
 SECTION 102. COMPLIANCE
CERTIFICATES AND OPINIONS. 
 Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant or condition compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents stating that all such conditions precedent, if any, have been complied with is specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished. 
 Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include 
 (i) a statement that each individual signing such certificate or opinion has read
such covenant or condition the definitions herein relating thereto; 
 (ii) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (iii) a statement that, in the
opinion of each such individual, he has made such examination or investigation necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such Person, or that they be certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any
certificate or opinion of an Officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an Officer or Officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 

  
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 Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

SECTION 104. ACTS OF HOLDERS. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture be given or taken by
Holders of the Outstanding Junior Subordinated Notes of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent, shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

(b) The fact and date of the execution 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 in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. 

(c) The principal amount and serial numbers of Junior Subordinated Notes held by any Person, and the date of holding the same, shall be proved
by the Security Register. 
 (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of the Holder
of Junior Subordinated Note shall bind every future Holder of the same Junior Subordinated Note and the Holder of every Junior Subordinated Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Junior Subordinated Note. 

(e) The fact and date of execution of any such instrument or writing and the authority of the Person executing the may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. 

(f) If the Company shall solicit from the Holders of Junior Subordinated Notes of any series any Act, the Company may, at its option, by Board
Resolution, fix in advance a record date for the determination of Holders of Junior Subordinated Notes entitled to take such Act, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s
discretion. If such a record date is fixed, such Act may be sought or given before or after the record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders of Junior Subordinated Notes for
the purpose of determining whether Holders of the requisite proportion of Junior Subordinated Notes of such series Outstanding have authorized or agreed or consented to such Act, and for that purpose the Junior Subordinated Notes of such series
Outstanding shall be computed as of such record date. 
 SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY. 

Any request, demand, authorization, direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or 

  
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 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid or by overnight delivery service, to the Company addressed to it at the address of the Company’s principal office specified in the first
paragraph of this Indenture, to the attention of its General Counsel, or at any other address previously furnished in writing to the Trustee by the Company. 

SECTION 106. NOTICE TO HOLDERS OF JUNIOR SUBORDINATED NOTES; WAIVER. 

Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Junior Subordinated Notes of any event,
such notice shall be sufficiently given if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice; provided, that in case the Junior Subordinated Notes of a series are represented by one or more Global Securities, notices to the Depositary therefor
shall be given in accordance with its standard procedures for notices. 
 In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Junior Subordinated Notes shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver. 
 SECTION 107. CONFLICT WITH TRUST INDENTURE ACT. 

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required to be a part of and govern
this Indenture, such required provision shall control. 
 SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS. 

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

SECTION 109. SUCCESSORS AND ASSIGNS. 

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

SECTION 110. SEPARABILITY CLAUSE. 

In case any provision in this Indenture or the Junior Subordinated Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 111. BENEFITS OF
INDENTURE. 
 Nothing in this Indenture or the Junior Subordinated Notes, express or implied, shall give to any Person, other
than the parties hereto, their successors hereunder and the Holders of Junior Subordinated Notes and, to the extent provided in Section 1503, the holders of Senior Indebtedness or Trust Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture. 

  
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 SECTION 112. GOVERNING LAW. 

This Indenture and the Junior Subordinated Notes shall be governed by, and construed in accordance with, the internal laws of the State of New
York. 
 SECTION 113. LEGAL HOLIDAYS. 

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Junior Subordinated Note shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the Junior Subordinated Notes) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day, except that,
if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 

SECTION 114. APPOINTMENT OF AGENT FOR SERVICE. 

The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Junior Subordinated Notes and the Trustee,
and the Trustee irrevocably consents and agrees, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Indenture or the Junior Subordinated Notes
may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Junior Subordinated Notes of each series
have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself
in respect of its properties, assets and revenues. 
 Each of the Company and the Trustee irrevocably and unconditionally waives, to the
fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture or the Junior Subordinated Notes
brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such
court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 
 SECTION 115. FORCE
MAJEURE. 
 In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes and acts of God; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

SECTION 116. WAIVER OF TRIAL BY JURY. 

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE JUNIOR SUBORDINATED NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

  
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 SECTION 117. USA PATRIOT ACT. 

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act The Bank of New York Mellon, like all
financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account.
The parties to this Indenture agree that they will provide The Bank of New York Mellon with such information as it may request in order for The Bank of New York Mellon to satisfy the requirements of the U.S.A. Patriot Act. 

SECTION 118. FATCA. 
 The Bank
of New York Mellon shall be entitled to deduct or withhold from payments under this Indenture to the extent necessary to comply with an agreement described in Section 1471(b) of the Internal Revenue Code of 1986, as amended (the
“Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof (“FATCA”). To the extent permitted under applicable privacy law, the
Company hereby covenants with The Bank of New York Mellon that it will use commercially reasonable efforts to provide The Bank of New York Mellon with any relevant tax certification in the possession of the Company or other information identified by
the Company in its sole discretion as relevant for FATCA withholding tax purposes that may be useful to assist The Bank of New York Mellon to determine whether or not it is obliged, in respect of any payments to be made by it pursuant to this
Indenture, to make any withholding or deduction pursuant to FATCA. 
 ARTICLE TWO 

FORMS OF JUNIOR SUBORDINATED NOTES 

SECTION 201. FORMS GENERALLY. 

The Junior Subordinated Notes of each series shall be in substantially the form appended to the supplemental indenture authorizing such series,
in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Junior Subordinated Notes, as evidenced by their execution of the Junior Subordinated
Notes. 
 The Junior Subordinated Notes of each series shall be issuable in registered form without coupons in such denominations as shall
be specified as contemplated by Section 301. In the absence of such specified denominations with respect to the Junior Subordinated Notes of any series, the Junior Subordinated Notes of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof. 
 The definitive Junior Subordinated Notes may be printed, typewritten, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Junior Subordinated Notes, as evidenced by their execution of such Junior Subordinated Notes. 

SECTION 202. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. 

The form of the Trustee’s Certificate of Authentication for a series of Junior Subordinated Notes shall be in substantially the form
appended to the supplemental indenture authorizing such series. 

  
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 SECTION 203. JUNIOR SUBORDINATED NOTES ISSUABLE IN THE FORM OF A GLOBAL SECURITY. 

(a) If the Company shall establish pursuant to Section 301 that the Junior Subordinated Notes of a particular series are to be issued in
whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 302 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Junior Subordinated Notes of such series to be represented by such Global Security or
Securities, (ii) may provide that the aggregate amount of Outstanding Junior Subordinated Notes represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary
for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the
Depositary. 
 (b) Notwithstanding any other provision of this Section 203 or of Section 303, subject to the provisions of
paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Junior Subordinated Notes, a Global Security may be transferred, in whole but not in part and in
the manner provided in Section 303, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor
Depositary. 
 (1) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time the Depositary for the Junior Subordinated Notes for such series shall no longer be eligible or in good standing under the 1934 Act, or other applicable statute or regulation, the Company shall
appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Junior Subordinated Notes of such series in exchange for such Global Security, will authenticate and deliver individual Junior
Subordinated Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. 

(2) The Company may at any time and in its sole discretion, subject to the procedures of the Depositary, determine that the Junior Subordinated
Notes of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of individual Junior Subordinated Notes of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Junior Subordinated Notes of such series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series in exchange for such Global Security or Securities. 

(3) If specified by the Company pursuant to Section 301 with respect to Junior Subordinated Notes issued or issuable in the form of a
Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Junior Subordinated Notes of such series of like tenor and terms in definitive form on such terms as are
acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Junior Subordinated Note or Notes
of the same series of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (B) to such
Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Junior Subordinated
Notes delivered to Holders thereof. 
 (4) In any exchange provided for in any of the preceding three paragraphs, the Company will execute
and the Trustee will authenticate and deliver individual Junior Subordinated Notes in definitive form in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for individual Junior Subordinated Notes, such
Global Security shall be cancelled by the Trustee. Except as provided in the preceding paragraph, Junior Subordinated Notes issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver
such Junior Subordinated Notes to the Persons in whose names the Junior Subordinated Notes are registered. 

  
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 (5) Any endorsement of a Global Security to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Junior Subordinated Notes represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant
to Section 302 with respect thereto. Subject to the provisions of Section 302, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 302 has been, or simultaneously is, delivered, any instructions by the Company with respect to such Global Security shall be in writing but need not be accompanied by or contained
in an Officer’s Certificate. 
 ARTICLE THREE 

THE JUNIOR SUBORDINATED NOTES 

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. 

The aggregate principal amount of Junior Subordinated Notes which may be authenticated and delivered under this Indenture is unlimited. 

The Junior Subordinated Notes may be issued in one or more series. There may be established, pursuant to one or more supplemental indentures
hereto, prior to the issuance of Junior Subordinated Notes of any series, 
 (1) the title of the Junior Subordinated Notes of the series
(which shall distinguish the Junior Subordinated Notes of the series from Junior Subordinated Notes of all other series); 
 (2) any limit
upon the aggregate principal amount of the Junior Subordinated Notes of the series which may be authenticated and delivered under this Indenture (except for Junior Subordinated Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Junior Subordinated Notes of the series pursuant to Sections 203, 303, 304, 907 or 1107); 
 (3) the
Person to whom interest on a Junior Subordinated Note of the series shall be payable if other than Person in whose name that Junior Subordinated Note (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest; 
 (4) the date or dates on which the principal of the Junior Subordinated Notes of the series is payable, an
right, if any, to extend or advance the Stated Maturity of the Junior Subordinated Notes and the conditions to such extension or advancement; 

(5) the rate or rates at which the Junior Subordinated Notes of the series shall bear interest, if any, or any method by which such rate or
rates shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, the Regular Record Date for the interest payable on Junior Subordinated Notes on any Interest
Payment Date and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months; 

(6) the place or places where the principal of (and premium, if any) and interest, if any, on Junior Subordinated Notes of the series shall be
payable; 
 (7) the period or periods within which, the price or prices at which and the terms and conditions upon which Junior Subordinated
Notes of the series may be redeemed, in whole or in part, at the option of the Company; 

  
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 (8) the obligation, if any, of the Company to redeem or purchase Junior Subordinated Notes of the
series pursuant to any sinking fund or analogous provision or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, Junior Subordinated Notes of the series
shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 (9) the date or dates, if any, after which such Junior
Subordinated Notes may be converted or exchange option of the Holder into or for shares of common stock of the Company and the terms for any such conversion or exchange; 

(10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Junior Subordinated Notes of the
series shall be issuable; 
 (11) if the amount of payments of principal of (and premium, if any) or interest (including Additional Interest)
on the Junior Subordinated Notes of the series may be determined with reference to an index or formula, the manner in which such amounts shall be determined; 

(12) if other than the principal amount thereof, the portion of the principal amount of Junior Subordinated Notes of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 
 (13) any deletions from, modifications of
or additions to the Events of Default or covenants of the Company as provided herein pertaining to the Junior Subordinated Notes of the series, and any change in the rights of the Trustee or Holders of such series pursuant to Section 901 or
902; 
 (14) any additions to the definitions currently set forth in this Indenture with respect to such series; 

(15) whether the Junior Subordinated Notes of the series shall be issued in whole or in part in the form of Global Security or Securities; the
terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for certificated Junior Subordinated Notes of such series and of like tenor of any authorized denomination and the circumstances under
which such exchange may occur, if other than in the manner provided for in Section 203; the Depositary for such Global Security or Securities; and the form of any legend or legends to be borne by any such Global Security in addition to or in
lieu of the legend referred to in Section 203; 
 (16) the right, if any, of the Company to defer interest payments or to extend the
interest payment period of such series of Junior Subordinated Notes, including the maximum duration of any such deferral or deferrals or any such extension or extensions, the Additional Interest, if any, payable on such Junior Subordinated Notes
during any deferral or extension of the interest payment period and any notice (which shall include notice to the Trustee) that must be given upon the exercise of such right to defer interest payments or to extend interest payment periods; 

(17) any restriction or condition on the transferability of such Junior Subordinated Notes; and 

(18) any other terms of the series of Junior Subordinated Notes. 

All Junior Subordinated Notes of any one series shall be substantially identical except as to the date or dates from which interest, if any,
shall accrue and denomination and except as may otherwise be provided in the terms of such Junior Subordinated Notes determined or established as provided above. All Junior Subordinated Notes of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened for issuances of additional Junior Subordinated Notes of such series. 

  
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 SECTION 302. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. 

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

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Junior Subordinated Notes of any
series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Junior Subordinated Notes, and the Trustee, in accordance with the Company Order, shall authenticate and
deliver such Junior Subordinated Notes. If all of the Junior Subordinated Notes of any series are not to be issued at one time and if the supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Junior Subordinated Notes and determining the terms of particular Junior Subordinated Notes of such series, such as interest rate, maturity date, date of issuance and date from which interest shall
accrue. In authenticating Junior Subordinated Notes hereunder, and accepting the additional responsibilities under this Indenture in relation to such Junior Subordinated Notes, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon: 
 (1) an Opinion of Counsel, to the effect that: 

(a) the form and terms of such Junior Subordinated Notes or the manner of determining such terms have been established in conformity with the
provisions of this Indenture; and 
 (b) such Junior Subordinated Notes, when authenticated and delivered by the Trustee an issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and 

(2) an Officer’s Certificate stating, to the best knowledge of the Officer signing such certificate, that no event which is, or after
notice or lapse of time would become, an Event of Default with respect to any of the Junior Subordinated Notes shall have occurred and be continuing. The Trustee shall not be required to authenticate such Junior Subordinated Notes if the issue of
such Junior Subordinated Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Junior Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee. 
 Each Junior Subordinated Note shall be dated the date of its authentication. 

No Junior Subordinated Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Junior Subordinated Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Junior Subordinated Note
shall be conclusive evidence, and the only evidence, that such Junior Subordinated Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 

SECTION 303. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. 

The Company shall cause to be kept at the office of the Security Registrar designated pursuant to this Section 303 or Section 1002 a
register (referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Junior Subordinated Notes and of transfers of Junior Subordinated
Notes. The Trustee is hereby initially appointed as “Security Registrar” for the purpose of registering Junior Subordinated Notes and transfers of Junior Subordinated Notes as herein provided. 

  
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 Subject to Section 203, upon surrender for registration of transfer of any Junior
Subordinated Note of any series at the office or agency maintained for such purpose for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Junior Subordinated Notes of the same series, Stated Maturity and original issue date, of any authorized denominations and of like tenor and aggregate principal amount. 

Subject to Section 203, Junior Subordinated Notes of any series may be exchanged, at the option of the Holder, for Junior Subordinated
Notes of the same series, Stated Maturity and original issue date, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Junior Subordinated Notes to be exchanged at any such office or agency. 

Whenever any Junior Subordinated Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Junior Subordinated Notes that the Holder making the exchange is entitled to receive. 
 All Junior Subordinated Notes issued
upon any registration of transfer or exchange of Junior Subordinated Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Junior Subordinated Notes surrendered
upon such registration of transfer or exchange. 
 Every Junior Subordinated Note presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his
attorney duly authorized in writing. 
 No service charge shall be made for any registration of transfer or exchange of Junior Subordinated
Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Junior Subordinated Notes, other than exchanges pursuant
to Section 304, 907 or 1107 not involving any transfer. 
 The Company shall not be required (i) to issue, to register the
transfer of or to exchange Junior Subordinated Notes of any series during a period of 15 days immediately preceding the date notice is given identifying the serial numbers of the Junior Subordinated Notes of that series called for redemption, or
(ii) to issue, to register the transfer of or to exchange any Junior Subordinated Notes so selected for redemption in whole or in part, except the unredeemed portion of any Junior Subordinated Note being redeemed in part. 

None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express
requirements hereof. 

  
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 SECTION 304. MUTILATED, DESTROYED, LOST AND STOLEN JUNIOR SUBORDINATED NOTES. 

If any mutilated Junior Subordinated Note is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Junior Subordinated Note of the same series, Stated Maturity and original issue date, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Junior Subordinated Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Junior Subordinated
Note has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Junior Subordinated Note, a new Junior Subordinated Note of the
same series, Stated Maturity and original issue date, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

In case any such mutilated, destroyed, lost or stolen Junior Subordinated Note has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Junior Subordinated Note, pay such Junior Subordinated Note. 
 Upon the issuance of any new
Junior Subordinated Note under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith. 
 Every new Junior Subordinated Note of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Junior Subordinated Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Junior Subordinated Note shall be at any time enforceable by anyone, and any such new
Junior Subordinated Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Junior Subordinated Notes of that series duly issued hereunder. 

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Junior Subordinated Notes. 
 SECTION 305. PAYMENT OF INTEREST; INTEREST RIGHTS
PRESERVED. 
 Unless otherwise provided as contemplated by Section 301 with respect to any series of Junior Subordinated Notes,
interest (including Additional Interest) on any Junior Subordinated Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Junior Subordinated Note (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 
 Any interest (including
Additional Interest) on any Junior Subordinated Note of any series that is payable, but is not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to
the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Junior Subordinated Notes of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Junior Subordinated Note of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less


  
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than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Junior Subordinated Notes of such series at the address of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Junior Subordinated Notes of such series (or their
respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 

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

Subject to the foregoing provisions of this Section, each Junior Subordinated Note delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Junior Subordinated Note shall carry the rights to interest accrued (including Additional Interest, if any) and unpaid, and to accrue (including Additional Interest, if any), which were carried
by such other Junior Subordinated Note. 
 SECTION 306. PERSONS DEEMED OWNERS. 

Prior to due presentment of a Junior Subordinated Note for registration of transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name such Junior Subordinated Note is registered as the owner of such Junior Subordinated Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 305)
interest (including Additional Interest, if any) on such Junior Subordinated Note and for all other purposes whatsoever, whether or not such Junior Subordinated Note be overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. 
 SECTION 307. CANCELLATION. 

All Junior Subordinated Notes surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Junior Subordinated Notes
previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Junior Subordinated Notes so delivered shall be canceled by the Trustee. No Junior Subordinated Notes shall be authenticated in
lieu of or in exchange for any Junior Subordinated Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Junior Subordinated Notes held by the Trustee shall be disposed of in accordance with its
customary procedures and, if requested by the Company in writing, the Trustee shall promptly deliver a certificate of disposition to the Company. 

SECTION 308. COMPUTATION OF INTEREST. 

Except as otherwise specified as contemplated by Section 301 for Junior Subordinated Notes of any series, interest on the Junior
Subordinated Notes of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 

  
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 ARTICLE FOUR 

SATISFACTION AND DISCHARGE 

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. 

This Indenture shall, upon Company Request, cease to be of further effect (except as to any surviving rights of registration of transfer or
exchange of Junior Subordinated Notes herein expressly provided for) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

(1) either 
 (A) all Junior
Subordinated Notes theretofore authenticated and delivered (other than (i) Junior Subordinated Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided for in Section 304 and (ii) Junior
Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or 
 (B) all such Junior Subordinated Notes not theretofore delivered to the Trustee for
cancellation 
  

	 	(i)	have become due and payable, 

  

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

  

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

 and the Company, in the case of (B) above, has irrevocably deposited or caused to be deposited with the Trustee as funds
in trust for the purpose described above (i) money in an amount sufficient, or (ii) (a) Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not
later than one day before the due date of any payment referred to in clause (B) of this subparagraph money in an amount, or (b) a combination of such money and such Government Obligations, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Junior Subordinated Notes not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest to the date of the Stated Maturity or Redemption Date, as the case may be, or if later, the date of payment; 

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

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 In the event there
are Junior Subordinated Notes of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Junior Subordinated Notes of
all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all
Trustees hereunder. 
 If, subsequent to the date a discharge is effected pursuant to this Section 401, Additional Interest (in excess
of that established as of the date such discharge is effected) becomes payable in respect of the series of Junior Subordinated Notes discharged, in order to preserve the benefits of the discharge established hereunder, the Company shall irrevocably
deposit or cause to be irrevocably deposited in accordance with the provisions of this Section 401, within ten Business Days prior to the date the first payment in respect of any portion of such excess Additional Interest becomes due, such
additional funds as are necessary to satisfy the provisions of this Section 401 as if a discharge were being effected as of the date of such subsequent deposit. Failure to comply with the requirements of this paragraph shall result in the
termination of the benefits of the discharge established by this Section 401. 

  
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 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 607, the obligations of the Company to any Authenticating Agent under Section 614, and, if money or Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of clause
(1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. 

SECTION 402. APPLICATION OF TRUST MONEY INDEMNIFICATION. 

(a) Subject to the provisions of the last paragraph of Section 1003, all money or Government Obligations deposited with the Trustee
pursuant to Section 401 and all money received by the Trustee in respect of Government Obligations deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Junior
Subordinated Notes, and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or an Affiliate acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee. 
 (b) The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Government Obligations deposited pursuant to Section 401, or the interest and principal received in respect of such
obligations other than any amount payable by or on behalf of Holders. 
 (c) The Trustee shall deliver or pay to the Company from time to
time upon Company Request any Government Obligations or money held by it as provided in Section 401 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (which may be the same opinion given to the Trustee pursuant to said Section), is then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such obligations or money was
deposited or received. 
 ARTICLE FIVE 

REMEDIES 
 SECTION 501. EVENTS
OF DEFAULT. 
 “Event of Default”, wherever used herein with respect to Junior Subordinated Notes of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body or occasioned by the operation of Article Thirteen): 
 (1) default in the payment
of any interest upon any Junior Subordinated Note of that series when it becomes due and payable on an Interest Payment Date other than at Maturity, including Additional Interest (as defined in clause (ii) of the definition thereof) in respect
thereof, and continuance of such default for a period of thirty (30) days; provided, however, that (i) a valid extension of the interest payment period by the Company pursuant to the terms of a supplemental indenture authorizing the Junior
Subordinated Notes of that series shall not constitute a default in the payment of interest for this purpose and (ii) no such default shall be deemed to exist if, on or prior to the date on which such interest became due, the Company shall have
made a payment sufficient to pay such interest pursuant to the Guarantee related to the Trust Securities of the Securities Trust owning such series of Junior Subordinated Notes, and shall have delivered a notice to the Trustee to that effect; or

 (2) default in payment of Additional Interest (as defined in clause (i) of the definition thereof) and the
continuance of such default for a period of thirty (30) days; or 

  
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 (3) default in the payment of the principal of (or premium, if any), or interest
(including Additional Interest defined in clause (ii) of the definition thereof) on, any Junior Subordinated Note of that series at its Maturity; provided, however, that no such default in the payment of principal (or premium, if any) or
interest (including Additional Interest as defined in clause (ii) of the definition thereof) shall be deemed to exist if, on or prior to the date such principal (and premium, if any) or interest (including Additional Interest as defined in
clause (ii) of the definition thereof) became due, the Company shall have made a payment sufficient to pay such principal (and premium, if any) or interest (including Additional Interest as defined in clause (ii) of the definition thereof)
pursuant to the Guarantee related to the Trust Securities of the Securities Trust owning such series of Junior Subordinated Notes, and shall have delivered a notice to the Trustee to that effect; or 

(4) default in the deposit of any sinking fund payment, when and as due by the terms of a Junior Subordinated Note of that
series and continuance of such default for a period of three Business Days; or 
 (5) default in the performance or breach of
any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of one or more series of Junior Subordinated Notes other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the
Trustee, or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Junior Subordinated Notes of that series, a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or 
 (6) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition by one or more Persons other than the Company seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any
applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Company or for 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 for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or 

(7) the commencement by the Company of a case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in a case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of 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, or the taking of
corporate action by the Company in furtherance of any such action; or 
 (8) any other Event of Default provided with respect
to Junior Subordinated Notes of that series in the supplemental indenture authorizing such series. 

  
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 SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. 

If an Event of Default with respect to Junior Subordinated Notes of any series at the time Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Junior Subordinated Notes of that series may declare the principal amount (or such portion of the principal amount as may be specified in the terms of
that series) of all of the Junior Subordinated Notes of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. 
 At any time after such a declaration of acceleration with respect to Junior
Subordinated Notes of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal amount of the
Outstanding Junior Subordinated Notes of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if 

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

(A) all overdue interest (including any Additional Interest) on all Junior Subordinated Notes of that series, 

(B) the principal of (and premium, if any) any Junior Subordinated Notes of that series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Junior Subordinated Notes, 
 (C) to the
extent that payment of such interest is lawful, interest upon overdue interest (including any Additional Interest) at the rate or rates prescribed therefor in such Junior Subordinated Notes, and 

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section 607; and 
 (2) all Events of Default with respect to
Junior Subordinated Notes of that series, other than the non-payment of the principal of Junior Subordinated Notes of that series which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513. 
 No such rescission shall affect any subsequent default or impair any right consequent thereon. 

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. 

The Company covenants that if an Event of Default occurs under Section 501(1), (2), (3) or (4) with respect to any Junior
Subordinated Notes the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Junior Subordinated Notes, the whole amount then due and payable on such Junior Subordinated Notes for principal (and premium, if any)
and interest (including Additional Interest, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest (including Additional Interest,
if any), at the rate or rates prescribed therefor in such Junior Subordinated Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 607. 
 If
the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any other obligor upon such Junior Subordinated Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company
or any other obligor upon such Junior Subordinated Notes, wherever situated. 

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

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Junior Subordinated Notes or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Junior
Subordinated Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise, 
 (1) to file and prove a claim for the whole amount of principal
(and premium, if any) and interest owing an unpaid in respect of the Junior Subordinated Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 607) and of the Holders of Junior Subordinated Notes allowed in such judicial
proceeding, and 
 (2) 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 of Junior Subordinated Notes to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Junior Subordinated Notes, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. To the extent that the payment of any such compensation,
expenses, disbursements and advances and any other amounts due the Trustee under Section 607 out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of,
any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a
Junior Subordinated Note any plan of reorganization, arrangement, adjustment or composition affecting the Junior Subordinated Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder of a
Junior Subordinated Note in any such proceeding. 
 SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF JUNIOR SUBORDINATED NOTES .

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

  
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 SECTION 506. APPLICATION OF MONEY COLLECTED. 

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Junior Subordinated Notes, and the notation thereon of the payment if only partially paid and upon surrender thereof if
fully paid: 
 First: To the payment of all amounts due the Trustee under Section 607; and 

Second: Subject to Article Thirteen, to the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest
(including Additional Interest, if any) on the Junior Subordinated Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on
such Junior Subordinated Notes for principal (and premium, if any) and interest (including Additional Interest, if any), respectively; and 

Third: To the payment of the remainder, if any, to the Company, or as a court of competent jurisdiction may direct in writing. 

SECTION 507. LIMITATION ON SUITS. 

No Holder of any Junior Subordinated Note of any series shall have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
 (1) such Holder has
previously given written notice to the Trustee of a continuing Event of Default with respect to the Junior Subordinated Notes of that series; 

(2) the Holders of not less than 25% in principal amount of the Outstanding Junior Subordinated Notes of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (3) such Holder
or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses liabilities to be incurred in compliance with such request; 

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

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

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

  
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 SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST. 

Notwithstanding any other provision in this Indenture but subject to Article Thirteen, (1) the Holder of any Junior Subordinated Notes
shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 305) interest (including any Additional Interest) on such Junior Subordinated Note on the due dates
expressed in such Junior Subordinated Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder; and
(2) so long as the Junior Subordinated Notes of any series are held by a Securities Trust, a registered holder of preferred securities issued by such Securities Trust may institute a legal proceeding directly against the Company, without first
instituting a legal proceeding directly against or requesting or directing that action be taken by the Property Trustee of such Securities Trust or any other Person, for enforcement of payment to such registered holder of principal of or interest on
Junior Subordinated Notes of such series having a principal amount equal to the aggregate stated liquidation amount of such preferred securities of such registered holder on or after the due dates therefor specified or provided for in the Junior
Subordinated Notes of such series. 
 SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. 

If the Trustee or any Holder of a Junior Subordinated Note has instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the
Holders of Junior Subordinated Notes shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted. 
 SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Junior Subordinated Notes in
the last paragraph of Section 304, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Junior Subordinated Notes is intended to be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 SECTION 511. DELAY OR OMISSION NOT
WAIVER. 
 No delay or omission of the Trustee or of any Holder of any Junior Subordinated Note to exercise any right or remedy upon
any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Junior Subordinated
Notes may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Junior Subordinated Notes. 

SECTION 512. CONTROL BY HOLDERS OF JUNIOR SUBORDINATED NOTES. 

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

(1) such direction shall not be in conflict with any rule of law or with this Indenture, and could not involve Trustee in personal liability in
circumstances where reasonable indemnity would not be adequate, and 
 (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction. 

  
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 SECTION 513. WAIVER OF PAST DEFAULTS. 

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

(1) in the payment of the principal of (or premium, if any) or interest (including Additional Interest) on any Junior Subordinated Note of such
series, or 
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Junior Subordinated Note of such series affected. 
 Upon any such waiver, such default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, and the Company, the Trustee and Holders shall be restored to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 
 SECTION 514.
UNDERTAKING FOR COSTS. 
 All parties to this Indenture agree, and each Holder of any Junior Subordinated Note by
his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Junior Subordinated Notes of any series, or to any suit instituted by any Holder of any Junior
Subordinated Note for the enforcement of the payment of the principal of (or premium, if any) or interest (including Additional Interest) on any Junior Subordinated Note on or after the Stated Maturity or Maturities expressed in such Junior
Subordinated Note (or, in the case of redemption, on or after the Redemption Date). 
 SECTION 515. WAIVER OF STAY OR EXTENSION
LAWS. 
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted. 
 ARTICLE SIX 

THE TRUSTEE 
 SECTION 601.
CERTAIN DUTIES AND RESPONSIBILITIES. 
 (a) Except during the continuance of an Event of Default with respect to Junior
Subordinated Notes of any series, 
 (1) the Trustee undertakes to perform, with respect to Junior Subordinated Notes of such series, such
duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

  
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 (2) in the absence of bad faith on its part, the Trustee may, with respect to Junior Subordinated
Notes of series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case
of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
 (b) In case an
Event of Default with respect to Junior Subordinated Notes of any series has occurred and is continuing, the Trustee shall exercise, with respect to Junior Subordinated Notes of such series, such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that 
 (1) this Subsection shall not be construed to limit the effect of Subsection
(a) of this Section; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, it
shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (3) the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Junior Subordinated Notes of any series relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Junior Subordinated Notes of such series; and 

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise in financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
 SECTION 602. NOTICE OF
DEFAULTS. 
 Within 90 days after the occurrence of any default hereunder with respect to the Junior Subordinated Notes of any
series, the Trustee shall transmit by mail to all Holders of Junior Subordinated Notes of such series entitled to receive reports pursuant to Section 313(c) of the Trust Indenture Act, notice of all defaults hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest (including Additional Interest) on any Junior Subordinated Note of such
series or in the payment of any sinking fund installment with respect to Junior Subordinated Notes of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust
committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Junior Subordinated Notes of such series; and provided, further, that in the case of any
default of the character specified in Section 501(5) with respect to Junior Subordinated Notes of such series, no such notice to Holders shall be given until at least 45 days after the occurrence thereof. For the purpose of this Section, the
term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Junior Subordinated Notes of such series. 

  
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 SECTION 603. CERTAIN RIGHTS OF TRUSTEE. 

Subject to the provisions of Section 601: 

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties; 
 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or
Company Order and a resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the
administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate or an Opinion of Counsel; 
 (d) the Trustee may
consult with counsel of its selection and the advice or written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon; 
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders of Junior Subordinated Notes of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
 (f) the Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper
or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation; 

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

(h) the rights, privileges, protections, immunities and benefits afforded to the Trustee pursuant to this Article Six, including, without
limitation, its right to be indemnified, shall also be afforded to the Trustee in its capacity as Paying Agent, Security Registrar or in any other capacity hereunder and each agent, custodian and other Person employed to act hereunder; 

(i) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Subordinated Notes of any series for
which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the
Trustee by the Company, any other obligor on such Junior Subordinated Notes or by the Holders of at least 25% in aggregate principal amount of such Junior Subordinated Notes; 

(j) the Trustee shall not be required to give any bond or surety in respect of the execution of its trusts or powers or otherwise in respect of
this Indenture; 

  
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 (k) the Trustee shall not be liable for any action it takes or omits to take which it in good
faith reasonably believes to be authorized or within its powers other than for its own negligence or willful misconduct; 
 (l) anything in
this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to
the likelihood of such loss or damage and regardless of the form of action arising in connection with this Indenture; 
 (m) any action
taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Junior
Subordinated Note of a series shall be conclusive and binding upon all future Holders of Junior Subordinated Notes of such series and upon Junior Subordinated Notes executed and delivered in exchange therefor or in place thereof; 

(n) the Trustee may intervene in any judicial proceeding and shall do so if directed to do so pursuant to Section 512, subject to
Section 603(e); and 
 (o) the permissive right of the Trustee to take actions enumerated in this Indenture shall not be construed as a
duty. 
 Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of this Section 603. 
 SECTION 604. NOT RESPONSIBLE FOR
RECITALS OR ISSUANCE OF JUNIOR SUBORDINATED NOTES. 
 The recitals contained herein and in the Junior Subordinated Notes
(except the Trustee’s certificates of authentication) shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Junior Subordinated Notes. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Junior Subordinated Notes or the proceeds thereof. 

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Trust Securities and shall be entitled to rely on the delivery to
it of a written notice by a Person representing himself to be a holder of a Trust Security to establish that such Person is such a holder. The Trustee may conclusively rely on an Officer’s Certificate as evidence that the holders of the
necessary percentage of liquidation preference of Trust Securities have taken any action contemplated hereunder and shall have no duty to investigate the truth or accuracy of any statement contained therein. 

The Trustee shall have no responsibility or liability with respect to any information, statement or recital in any offering memorandum,
prospectus, prospectus supplement or other disclosure material prepared or distributed with respect to any of the Junior Subordinated Notes. 

SECTION 605. MAY HOLD JUNIOR SUBORDINATED NOTES. 

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Junior Subordinated Notes and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent. 

  
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 SECTION 606. MONEY HELD IN TRUST. 

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 
 SECTION 607.
COMPENSATION AND REIMBURSEMENT. 
 The Company agrees 

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (2) except as otherwise expressly
provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall have been caused by its gross negligence or willful misconduct; and 

(3) to fully indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees, and agents for, and to hold it
harmless against, any loss, liability, damages, costs or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers or duties hereunder.

 As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Junior
Subordinated Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on particular Junior Subordinated Notes. 

The obligations of the Company under this Section 607 shall survive the satisfaction and discharge of this Indenture and the resignation
or removal of the Trustee. 
 In addition to and without prejudice to its other rights hereunder or under applicable law, when the Trustee
incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7) occurs, the expenses (including reasonable charges and expense of its counsel) of and the compensation for the services are
intended to constitute expenses of administration under Title 11, U.S. Code or any similar federal, state or foreign law for the relief of debtors. 

SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS. 

If the Trustee has or shall acquire any conflicting interest, within the meaning of the Trust Indenture Act, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being trustee under (i) this Indenture with respect to Junior Subordinated Notes of one or more series or (ii) any other
indenture to which the Trustee and the Company are a party, if any, or with respect to the securities issued thereunder, if any. 
 SECTION 609.
CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. 
 There shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and qualified and eligible under this Article and 

  
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otherwise permitted by the Trust Indenture Act to act as Trustee under an Indenture qualified under the Trust Indenture Act. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital surplus as set forth in its
most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article. 
 SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. 

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611 and any and all amounts then due and owing to the Trustee hereunder have been paid in full. 

(b) The Trustee may resign at any time with respect to the Junior Subordinated Notes of one or more series by giving written notice thereof to
the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Junior Subordinated Notes of such series. 

(c) The Trustee may be removed at any time with respect to the Junior Subordinated Notes of any series upon 30 days notice by Act of the
Holders of a majority in principal amount of the Outstanding Junior Subordinated Notes of such series delivered to the Trustee and to the Company. 

(d) If at any time: 
 (1) the
Trustee shall fail to comply with Section 608 after written request therefor by the Company or by Holder of a Junior Subordinated Note who has been a Holder of a Junior Subordinated Note for at least six months, or 

(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by
any such Holder, or 
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

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

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office Trustee for any cause,
with respect to the Junior Subordinated Notes of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Junior Subordinated Notes of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Junior Subordinated Notes of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Junior Subordinated Notes of any
particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Junior
Subordinated Notes of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Junior Subordinated Notes of such series delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the 

  
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successor Trustee with respect to the Junior Subordinated Notes of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Junior Subordinated Notes of any series shall have been so appointed by the Company or the Holders of Junior Subordinated Notes and accepted appointment in the manner required by Section 611, any Holder of a Junior Subordinated Note who has
been a bona fide Holder of a Junior Subordinated Note of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Junior Subordinated Notes of such series. 
 (f) The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Junior Subordinated Notes of any series and each appointment of a successor Trustee with respect to the Junior Subordinated Notes of any series by mailing written notice of such event by
first-class mail, postage prepaid, or delivering electronically to all Holders of such series of Junior Subordinated Notes as their names and addresses appear in the Security Register. 

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. 

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

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

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

  
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 SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. 

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Junior Subordinated Notes shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Junior Subordinated Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Junior Subordinated Notes. In case any of the Junior Subordinated Notes shall not have been authenticated by such predecessor Trustee, any successor Trustee may authenticate and deliver such
Junior Subordinated Notes either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of
authentication of the Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Junior Subordinated Notes in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation. 
 SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. 

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Junior Subordinated Notes), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). For purposes of Section 311(b)(4) and (6) of the Trust Indenture Act: 

(a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and 
 (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company (or any such obligor) for the purpose of financing the
purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds
arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company (or any such obligor)
arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation. 
 SECTION 614. APPOINTMENT
OF AUTHENTICATING AGENT. 
 At any time when any of the Junior Subordinated Notes remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Junior Subordinated Notes that shall be authorized to act on behalf of the Trustee to authenticate Junior Subordinated Notes of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 304, and Junior Subordinated Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Junior Subordinated Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising
or 

  
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examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating
Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid or electronically, to all Holders of Junior Subordinated Notes, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear
in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee shall have no liability or responsibility for the action or inaction of any Authenticating Agent (that is
not the Trustee). 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under
this Section. 
 The provisions of Sections 306, 604 and 605 shall be applicable to each Authenticating Agent. 

If an appointment with respect to one or more series is made pursuant to this Section, the Junior Subordinated Notes of such series may have
endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 

This is one of the Junior Subordinated Notes of the series designated therein referred to in the
within-mentioned Indenture. 
  

			
		
	By	 	  

		 	As Trustee
		
	By	 	  

		 	As Authenticating Agent
		
	By	 	  

		 	Authorized Signatory



  
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 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. 

The Company will furnish or cause to be furnished to the Trustee 

(a) not later than each Interest Payment Date in each year, a list, in such form as the Trustee may reasonably require, containing all the
information in the possession or control of the Company, or any of its Paying Agents other than the Trustee, as to the names and addresses of the Holders of Junior Subordinated Notes as of the preceding Regular Record Date, and 

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of the most recent Regular Record Date; 
 excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar. 
 SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. 

(a) The Trustee shall comply with the obligations imposed on it pursuant to Section 312 of the Trust Indenture Act. 

(b) Every Holder of Junior Subordinated Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Junior Subordinated Notes in accordance with Section 312(b) of
the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust
Indenture Act. 
 SECTION 703. REPORTS BY TRUSTEE. 

(a) Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Junior Subordinated Notes
pursuant to this Indenture, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit a brief report dated as of such May 15 with respect to any of the events specified in such Section 313(a) that may have
occurred since the later of the immediately preceding May 15 and the date of this Indenture. 
 (b) The Trustee shall transmit the
reports required by Section 313(b) of the Trust Indenture Act at the times specified therein. 
 (c) Reports pursuant to this Section
shall be transmitted in the manner and to the Persons required by Sections 313(b) and (d) of the Trust Indenture Act. 
 SECTION 704. REPORTS BY
COMPANY. 
 The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall 

(1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the 1934 Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to 

  
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time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the 1934 Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
 (2) file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and
covenants of this Indenture as may be required from time to time by such rules and regulations; 
 (3) transmit, within 30 days after the
filing thereof with the Trustee, to the Holders of Junior Subordinated Notes, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed
by the Company pursuant to paragraphs (1) and (2) of this Section 704 as may be required by rules and regulations prescribed from time to time by the Commission; and 

(4) notify the Trustee when and as the Junior Subordinated Notes of any series become admitted to trading on any national securities exchange.

 Delivery of such reports, information and documents to the Trustee, which if pursuant to an EDGAR filing, the Trustee is not required to
confirm, is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of the filing of such a report, its timeliness or any information contained therein or determinable from information
contained therein, including compliance by the Company with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officer’s Certificates). 

SECTION 705. ORIGINAL ISSUE DISCOUNT. 

Upon request by the Trustee, the Company shall file with the Trustee within a reasonable period of time after such request (i) a written
notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued by the Company on Junior Subordinated Notes that are outstanding as of the end of the prior calendar year and (ii) such other specific
information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 

ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. 

The Company may not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any Person, unless 
 (1) the successor or transferee Person, if other than the Company formed by such
consolidation or into which the Company is merged or to which the Company’s properties and assets are conveyed, transferred or leased as an entirety or substantially as an entirety is a corporation organized and existing under the laws of the
United States of America, any state or territory thereof or the District of Columbia and expressly assumes by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest (including Additional Interest) on each series of Outstanding Junior Subordinated Notes and the performance of every covenant of this Indenture on the part of the Company to be
performed or observed by the Company; 
 (2) immediately after giving effect to such transaction, no Event of Default and no event which,
after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing; and 
 (3) the Company has
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease as an entirety or substantially as an entirety and, if a supplemental indenture is required
in connection with such transaction, such supplemental indenture complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 

  
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 SECTION 802. SUCCESSOR CORPORATION SUBSTITUTED. 

Upon any consolidation by the Company with or merger by the Company with or into any other corporation or any conveyance, transfer or lease of
the properties and assets of the Company as an entirety or substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, and be subject to every obligation of, the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein, and in the event of any such conveyance or transfer, the Company (which terms shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any previous
successor Person which had become such in the manner described in Section 801), except in the case of a lease, shall be discharged of all obligations and covenants under this Indenture and the Junior Subordinated Notes and may be dissolved and
liquidated. For purposes of the foregoing, entirety or substantially as an entirety means any conveyance, transfer, lease or sale of property or assets representing more than 75% of the Company’s total assets or revenues, determined on a
consolidated basis as of the date of the last audit after giving pro forma effect to the conveyance, transfer, lease or sale. 

ARTICLE NINE 

SUPPLEMENTAL INDENTURES 

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. 

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

(1) to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company
herein and in the Junior Subordinated Notes; or 
 (2) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Junior Subordinated Notes (and if such covenants are to be for the benefit of less than all series of Junior Subordinated Notes, stating that such covenants are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or 
 (3) to add any additional Events of Default; or 

(4) to add to or change any of the provisions of this Indenture, to change or eliminate any restrictions on the payment of principal (or
premium, if any) on Junior Subordinated Notes or to permit the issuance of Junior Subordinated Notes in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Junior Subordinated Notes of any series
in any material respect; or 
 (5) to change or eliminate any of the provisions of this Indenture with respect to any series of Junior
Subordinated Notes theretofore unissued; or 
 (6) to secure the Junior Subordinated Notes; or 

(7) to establish the form or terms of Junior Subordinated Notes of any series as permitted by Sections 201 and 301; or 

  
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 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Junior Subordinated Notes of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611(b); or 
 (9) to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with a other provision herein, or to make provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Junior Subordinated
Notes of any series or holders of outstanding Trust Securities in any material respect; or 
 (10) subject to Section 903(a), to make
any change in Article Thirteen that would limit or terminate the benefits available to any holder of Senior Indebtedness under such Article; or 

(11) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to the qualification of this
Indenture under the Trust Indenture Act or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the Trust Indenture Act. 

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. 

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

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Junior Subordinated Note, or reduce
the principal amount thereof or the rate of interest (including Additional Interest) thereon or any premium payable upon the redemption thereof, or change the method of calculating the rate of interest thereon, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or 

(2) reduce the percentage in principal amount of the Outstanding Junior Subordinated Notes of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture,
or 
 (3) modify any of the provisions of this Section 902, Section 513 or Section 1007, except to increase an percentage or
to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Junior Subordinated Note affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder of a Junior Subordinated Note with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1007, or the deletion of this proviso, in accordance with
the requirements of Sections 611(b) and 901(8), or 
 (4) modify the provisions of this Indenture with respect to the subordination of
the Junior Subordinated Notes in a manner adverse to such Holder. 
 SECTION 903. GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE.

 (a) A supplemental indenture entered into pursuant to Section 901 or Section 902 may not make any change that adversely
affects the rights under Article Thirteen of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. 

  
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 (b) A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which expressly been included solely for the benefit of one or more particular series of Junior Subordinated Notes, or which modifies the rights of the Holders of Junior Subordinated Notes of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Junior Subordinated Notes of any other series. 

(c) It shall not be necessary for any Act of Holders of Junior Subordinated Notes under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act or action shall approve the substance thereof. 
 SECTION 904. EXECUTION
OF SUPPLEMENTAL INDENTURES. 
 In executing, or accepting the additional trusts created by, any supplemental indenture permitted by
this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate stating
that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its
terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise. 

SECTION 905. EFFECT OF SUPPLEMENTAL INDENTURES. 

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

SECTION 906. CONFORMITY WITH TRUST INDENTURE ACT. 

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. 

SECTION 907. REFERENCE IN JUNIOR SUBORDINATED NOTES TO SUPPLEMENTAL INDENTURES. 

Junior Subordinated Notes of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article
may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Junior Subordinated Notes of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Junior Subordinated Notes of such
series. 
 SECTION 908. NOTICE OF SUPPLEMENTAL INDENTURES. 

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the
Company shall give written notice thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture. 

  
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 ARTICLE TEN 

COVENANTS 
 SECTION 1001.
PAYMENT OF PRINCIPAL AND INTEREST. 
 The Company covenants and agrees for the benefit of each series of Junior
Subordinated Notes that it will duly and punctually pay the principal of (and premium, if any) and interest, including Additional Interest (subject to the right of the Company to extend an interest payment period pursuant to the terms of a
supplemental indenture authorizing the Junior Subordinated Notes of that series), on the Junior Subordinated Notes of that series in accordance with the terms of the Junior Subordinated Notes and this Indenture. 

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. 

The Company or its Affiliate will maintain an office or agency where Junior Subordinated Notes of each series may be presented or surrendered
for payment, where Junior Subordinated Notes of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Junior Subordinated Notes of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency in
respect of any series of Junior Subordinated Notes or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders of Junior Subordinated Notes of that series may be made and notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive such respective presentations, surrenders, notices and demands. 

The Company may also from time to time designate one or more other offices or agencies where the Junior Subordinated Notes of one or more
series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. 
 SECTION 1003. MONEY FOR JUNIOR SUBORDINATED NOTES PAYMENTS TO BE HELD IN
TRUST. 
 If the Company or one of its Affiliates shall at any time act as its own Paying Agent with respect to any
series of Junior Subordinated Notes, it will, on or before each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any of the Junior Subordinated Notes of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest, if any) so becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee in writing of its action or failure so to act. 
 Whenever the Company shall have
one or more Paying Agents for any series of Junior Subordinated Notes, it will, prior to each due date of the principal of (and premium, if any) or interest (including Additional Interest, if any) on any Junior Subordinated Notes of that series,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest (including Additional Interest, if any) so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest (including Additional Interest, if any), and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

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

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

  
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 (2) give the Trustee notice of any default by the Company (or any other obligor upon the Junior
Subordinated Notes of that series) in the making of any payment of principal of (and premium, if any) or interest (including Additional Interest, if any) on the Junior Subordinated Notes of that series; and 

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

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest (including Additional Interest, if any) on any Junior Subordinated Note of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest (including Additional Interest, if any)
has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Junior Subordinated Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper of general circulation in New York City, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

SECTION 1004. ADDITIONAL INTEREST. 

If the Junior Subordinated Notes of a series provide for the payment of Additional Interest (for purposes of this Section 1004, as defined
in clause (i) of the definition thereof) to the Holders of such Junior Subordinated Notes, then the Company shall pay to each Holder of such Securities the Additional Interest as provided therein. 

Except as otherwise provided in or pursuant to this Indenture, if the Junior Subordinated Notes of a series provide for the payment of
Additional Interest, at least 10 days prior to the first Interest Payment Date with respect to that series of Junior Subordinated Notes upon which such Additional Interest shall be payable (or, if the Junior Subordinated Notes of that series shall
not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s Paying Agents, if other than the Trustee or the Company, with an Officer’s
Certificate stating the amount of the Additional Interest payable per minimum authorized denomination of such Junior Subordinated Notes (and, if such Additional Interest is payable only with respect to particular Junior Subordinated Notes, then the
names of the Holders of such Junior Subordinated Notes). 
 SECTION 1005. CORPORATE EXISTENCE. 

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate (or if applicable, limited liability company) existence and the rights (charter and statutory) and franchises of the Company; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company, and that the loss thereof is not disadvantageous in any material respect to the Holders. 

  
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 SECTION 1006. STATEMENT AS TO COMPLIANCE. 

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement, which need not comply
with Section 102, signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, as to his or her knowledge of the Company’s compliance with all conditions and covenants under
this Indenture. For purposes of this Section 1006, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. 

(b) The Company shall deliver to the Trustee, no later than the Business Day on which the event occurs, written notice of the liquidation,
dissolution or winding-up of a Securities Trust if such liquidation, dissolution or winding-up would occur earlier than the Stated Maturity of the Junior Subordinated
Notes owned by such Securities Trust. 
 (c) The Company shall deliver to the Trustee, within five days after the occurrence thereof, written
notice of any event that after notice or lapse of time or both would become an Event of Default pursuant to Section 501. 
 SECTION 1007.
WAIVER OF CERTAIN COVENANTS. 
 The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1005 with respect to the Junior Subordinated Notes of any series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Junior Subordinated
Notes of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

SECTION 1008. COVENANTS REGARDING TRUST. 

For so long as the Trust Securities remain outstanding, the Company covenants (i) to directly or indirectly maintain 100% ownership of the
Common Securities (as defined in the Trust Agreement relating to such securities) of the Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company’s ownership of such Common Securities, and
(ii) to use its reasonable efforts to cause the Trust (a) to remain a statutory business trust, except in connection with the distribution of Junior Subordinated Notes to the holders of Trust Securities in liquidation of the Trust, the
redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted under the Trust Agreement, and (b) to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes. 
 ARTICLE ELEVEN 

REDEMPTION OF JUNIOR SUBORDINATED NOTES 

SECTION 1101. APPLICABILITY OF ARTICLE. 

Junior Subordinated Notes of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 301 for Junior Subordinated Notes of any series) in accordance with this Article. 

  
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 SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. 

The election of the Company to redeem any Junior Subordinated Notes shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company of all of the Junior Subordinated Notes of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee and the related
Property Trustee), notify the Trustee and the related Property Trustee in writing of such Redemption Date. In case of any redemption at the election of the Company of less than all the Junior Subordinated Notes of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee and the related Property Trustee), notify the Trustee and the related Property Trustee in writing of such Redemption Date
and of the principal amount of Junior Subordinated Notes of such series to be redeemed. In the case of any redemption of Junior Subordinated Notes (i) prior to the expiration of any restriction on such redemption provided in the terms of such
Junior Subordinated Notes or elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Junior Subordinated Notes, the Company shall furnish the Trustee with an
Officer’s Certificate evidencing compliance with such restriction or condition. 
 SECTION 1103. SELECTION BY TRUSTEE OF JUNIOR
SUBORDINATED NOTES TO BE REDEEMED. 
 If the Junior Subordinated Notes are registered in the name of only one Holder,
any partial redemptions shall be pro rata; provided that, in the case of any such Holder which is a Depositary or a nominee thereof, nothing in this sentence shall affect the right of such Depositary to select for redemption the positions held by
its participants in accordance with the procedures of such Depositary. If the Junior Subordinated Notes are held in definitive form by more than one Holder and if less than all the Junior Subordinated Notes of any series are to be redeemed, the
particular Junior Subordinated Notes to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Junior Subordinated Notes of such series not previously called for redemption, by lot or
other such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Junior Subordinated Notes of that series or any integral multiple
thereof) of the principal amount of Junior Subordinated Notes of such series of a denomination larger than the minimum authorized denomination for Junior Subordinated Notes of that series. 

The Trustee, acting through the Depositary, shall promptly notify the Company in writing of the Junior Subordinated Notes selected for
redemption and, in the case of any Junior Subordinated Notes selected for partial redemption, the principal amount thereof to be redeemed. 

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

SECTION 1104. NOTICE OF REDEMPTION. 

Notice of redemption shall be given in the manner provided in Section 106 to the Holders of Junior Subordinated Notes to be redeemed not
less than 30 nor more than 60 days prior to the Redemption Date. 
 All notices of redemption shall state: 

(1) the Redemption Date, 
 (2) the
Redemption Price (or if not then ascertainable, the manner of calculation thereof), 
 (3) if less than all the Outstanding Junior
Subordinated Notes of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Junior Subordinated Notes to be redeemed, 

  
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 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such
Junior Subordinated Note to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 
 (5) the
place or places where such Junior Subordinated Notes are to be surrendered for payment of the Redemption Price, 
 (6) that the redemption is
for a sinking fund, if such is the case, 
 (7) the CUSIP, ISIN or other similar numbers, if any, assigned to such Junior Subordinated Notes;
provided, however, that such notice may state that no representation is made as to the correctness of CUSIP, ISIN or other similar numbers, in which case none of the Company, the Trustee or any agent of the Company or the Trustee shall have any
liability in respect of the use of any CUSIP, ISIN or other similar number or numbers on such notices, and the redemption of such Junior Subordinated Notes shall not be affected by any defect in or omission of such numbers, 

(8) the Euroclear or the Clearstream reference numbers of such Junior Subordinated Note, if any, and 

(9) such other matters as the Company shall deem desirable or appropriate. 

Notice of redemption of Junior Subordinated Notes to be redeemed at the election of the Company shall be given by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the Company; provided, in the latter case, such request shall be given by the Company at least 60 days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), which request shall contain all information necessary to prepare such notice. 
 SECTION 1105. DEPOSIT OF
REDEMPTION PRICE. 
 Except as otherwise provided in a supplemental indenture pursuant to Section 301, prior to 11:00
a.m. (New York City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company or its Affiliate is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of and accrued interest, if any, on all the Junior Subordinated Notes which are to be redeemed on that date. 

SECTION 1106. JUNIOR SUBORDINATED NOTES PAYABLE ON REDEMPTION DATE. 

Notice of redemption having been given as aforesaid, the Junior Subordinated Notes so to be redeemed shall, on the Redemption Date, become due
and payable at the Redemption Price therein specified together with any accrued interest (including any Additional Interest) thereon, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued
interest) such Junior Subordinated Notes shall cease to bear interest. Upon surrender of any such Junior Subordinated Note for redemption in accordance with such notice, such Junior Subordinated Note shall be paid by the Company at the Redemption
Price, together with accrued interest, if any, and any Additional Interest to the Redemption Date; provided, however, that, except as otherwise provided in a supplemental indenture pursuant to Section 301, installments of interest on Junior
Subordinated Notes whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Junior Subordinated Notes, or one or more Predecessor Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 305. 
 If any Junior Subordinated Note called for redemption shall
not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Junior Subordinated Note. 

  
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 SECTION 1107. JUNIOR SUBORDINATED NOTES REDEEMED IN PART. 

Any Junior Subordinated Note that is to be redeemed only in part shall be surrendered at an office or agency of the Company therefor (with, if
the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of such Junior Subordinated Note without service charge, a new Junior Subordinated Note of the same series, Stated Maturity and original issue date of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Junior Subordinated Note so surrendered. 

SECTION 1108. REPURCHASES ON THE OPEN MARKET. 

The Company or any Affiliate of the Company may at any time or from time to time repurchase any of the Junior Subordinated Notes in the open
market or otherwise. Such Junior Subordinated Notes may, at the option of the Company or the relevant Affiliate of the Company, be held, resold or surrendered to the Trustee for cancellation. 

ARTICLE TWELVE 

SINKING FUNDS 
 SECTION 1201.
APPLICABILITY OF ARTICLE. 
 The provisions of this Article shall be applicable to any sinking fund for the
retirement of Junior Subordinated Notes of a series except as otherwise specified as contemplated by Section 301 for Junior Subordinated Notes of such series. 

The minimum amount of any sinking fund payment provided for by the terms of Junior Subordinated Notes of any series is herein referred to as a
“mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Junior Subordinated Notes of any series is herein referred to as an “optional sinking fund payment.” If provided for
by the terms of Junior Subordinated Notes of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Junior Subordinated
Notes of any series as provided for by the terms of Junior Subordinated Notes of such series. 
 SECTION 1202. SATISFACTION OF SINKING
FUND PAYMENTS WITH JUNIOR SUBORDINATED NOTES. 
 The Company (1) may deliver Outstanding Junior Subordinated Notes of a
series (other than any previously called for redemption), and (2) may apply as a credit Junior Subordinated Notes of a series which have been redeemed either at the election of the Company pursuant to the terms of such Junior Subordinated Notes
or through the application of permitted optional sinking fund payments pursuant to the terms of such Junior Subordinated Notes, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Junior Subordinated Notes
of such series required to be made pursuant to the terms of such Junior Subordinated Notes as provided for by the terms of such series; provided that such Junior Subordinated Notes have not been previously so credited. Such Junior Subordinated Notes
shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Junior Subordinated Notes for redemption through operation of the sinking fund, and the amount of such sinking fund payment shall be reduced
accordingly. 
 SECTION 1203. REDEMPTION OF JUNIOR SUBORDINATED NOTES FOR SINKING FUND. 

Not less than 60 days prior to each sinking fund payment date for any series of Junior Subordinated Notes, the Company will deliver to the
Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Junior Subordinated Notes of that series pursuant to Section 1202 and stating the basis for such credit and 

  
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that such Junior Subordinated Notes have not previously been so credited and will also deliver to the Trustee any Junior Subordinated Notes to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Junior Subordinated Notes to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Junior Subordinated Notes shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

 Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) in cash a sum equal to the principal (and premium, if any) and any interest that will accrue to the date fixed for redemption of Junior Subordinated Notes or portions
thereof to be redeemed on such sinking fund payment date pursuant to this Section 1203. 
 ARTICLE THIRTEEN 

SUBORDINATION 
 SECTION 1301.
JUNIOR SUBORDINATED NOTES SUBORDINATE TO SENIOR INDEBTEDNESS. 
 The Company covenants and agrees, and each Holder
of a Junior Subordinated Note, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article (subject to Article Four), the payment of the principal of, premium, if any, and
interest (including Additional Interest) on each and all of the Junior Subordinated Notes are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness. 

SECTION 1302. PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC. 

Upon any payment or distribution of assets of the Company to creditors upon any liquidation, dissolution,
winding-up, reorganization, assignment for the benefit of creditors, marshalling of assets or liabilities or any bankruptcy, insolvency or similar proceedings of the Company (each such event, if any, referred
to as a “Proceeding”), the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due on or to become due on or in respect of all Senior Indebtedness (including any interest accruing thereon after the
commencement of any such Proceeding, whether or not allowed as a claim against the Company in such Proceeding), before the Holders of the Junior Subordinated Notes are entitled to receive any payment or distribution (excluding any payment described
in Section 1309) on account of the principal of, premium, if any, or interest (including Additional Interest, if any) on the Junior Subordinated Notes or on account of any purchase, redemption or other acquisition of Junior Subordinated Notes
by the Company (all such payments, distributions, purchases, redemptions and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a “Payment”). 

In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing shall be received by the Trustee or the Holders of the Junior Subordinated Notes before all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance
with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or to the trustee or trustees under any indenture pursuant to which any instruments
evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all
Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 

  
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 For purposes of this Article, “assets of the Company” shall not be deemed to include
shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this
Article with respect to the Junior Subordinated Notes to the payment of all Senior Indebtedness that may at the time be outstanding; provided, however, that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from
any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article Eight hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1302 if such other corporation shall, as a
part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight hereof. Nothing in Section 1303 or in this Section 1302 shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 607. 
 SECTION 1303. NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT. 

No payment of any principal, including redemption payments, if any, premium, if any, or interest on (including Additional Interest) the Junior
Subordinated Notes shall be made if 
 (i) any Senior Indebtedness is not paid when due, whether at the stated maturity of any such payment
or by call for redemption, and any applicable grace period with respect to such default has ended, with such default remaining uncured, and such default has not been waived or otherwise ceased to exist; 

(ii) the maturity of any Senior Indebtedness has been accelerated because of a default; or 

(iii) notice has been given of the exercise of an option to require repayment, mandatory payment or prepayment or otherwise. 

In the event that, notwithstanding the foregoing, the Company shall make any Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, then in such event such Payment shall be held in trust and paid over and delivered forthwith to the holders of the Senior Indebtedness or to the trustee or trustees under any indenture pursuant to which any instruments
evidencing any such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all
Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 

The provisions of this Section shall not apply to any Payment with respect to which Section 1302 hereof would be applicable. 

SECTION 1304. PAYMENT PERMITTED IF NO DEFAULT. 

Nothing contained in this Article or elsewhere in this Indenture or in any of the Junior Subordinated Notes shall prevent the Company, at any
time except during the pendency of any Proceeding referred to in Section 1302 hereof or under the conditions described in Section 1303 hereof, from making Payments. Nothing in this Article shall have any effect on the right of the Holders
or the Trustee to accelerate the maturity of the Junior Subordinated Notes upon the occurrence of an Event of Default, but, in that event, no payment may be made in violation of the provisions of this Article with respect to the Junior Subordinated
Notes. If payment of the Junior Subordinated Notes is accelerated because of an Event of Default, the Company shall promptly notify the holders of the Senior Indebtedness (or their representatives) of such acceleration. 

SECTION 1305. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS. 

The rights of the Holders of the Junior Subordinated Notes shall be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of, premium, if any, and interest (including Additional Interest) on the 


  
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Junior Subordinated Notes shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to
which the Holders of the Junior Subordinated Notes or the Trustee would be entitled except for the provisions of this Article, and no payments pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Junior
Subordinated Notes or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, be deemed to be a payment or distribution by the Company to or on account of
the Senior Indebtedness. 
 SECTION 1306. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. 

The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and
the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is
intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as
and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of
the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or
enforce their rights pursuant to the penultimate paragraph in Section 1303. 
 SECTION 1307. TRUSTEE TO EFFECTUATE
SUBORDINATION. 
 Each Holder of a Junior Subordinated Note by his acceptance thereof authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact
for any and all such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, receivership proceedings, or otherwise,
the timely filing of a claim for the unpaid balance of the indebtedness of the Company owing to such Holder in the form required in such proceedings and the causing of such claim to be approved. 

SECTION 1308. NO WAIVER OF SUBORDINATION PROVISIONS. 

No right of any present or future holder of any Senior Indebtedness to enforce the subordination provisions provided herein shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or any failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 
 Without in any way limiting
the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Junior Subordinated Notes, without incurring responsibility
to the Holders of the Junior Subordinated Notes and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Junior Subordinated Notes to the holders of Senior Indebtedness, do any
one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Indebtedness; (iv) release any Person liable in any manner for the collection of Senior Indebtedness; (v) exercise or refrain from exercising any rights against the Company and any
other Person; or (vi) apply any sums received by them to Senior Indebtedness. 

  
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 SECTION 1309. TRUST MONEYS NOT SUBORDINATED. 

Notwithstanding anything contained herein to the contrary, payments from money held in trust by the Trustee under Article Four for the payment
of the principal of, premium, if any, and interest (including Additional Interest) on any series of Junior Subordinated Notes shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the restrictions set forth in this
Article, and no Holder of such Junior Subordinated Notes nor the Trustee shall be obligated to pay over such amount to the Company, any holder of Senior Indebtedness (or a designated representative of such holder) or any other creditor of the
Company. 
 SECTION 1310. NOTICE TO THE TRUSTEE. 

The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Junior Subordinated Notes pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Junior Subordinated Notes pursuant to the provisions of this Article unless and until a
Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any
such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this
Section 1310 at least two Business Days prior to the date upon which, by the terms hereof, any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any
Junior Subordinated Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within two Business Days prior to such date. 
 The Trustee, subject to
the provisions of Section 601, shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has
been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished the Trustee may defer any payment
to such Person pending judicial determination as to the right of such Person to receive such payment. 
 SECTION 1311. RELIANCE ON
JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT. 
 Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601 hereof, and the Holders of the Junior Subordinated Notes shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the
Holders of Junior Subordinated Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article, provided that the foregoing shall apply only if such court has been apprised of the provisions of this Article. 

  
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 SECTION 1312. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS. 

Subject to the provisions of Section 601, the Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness
and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Junior Subordinated Notes or to the Company or to any other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in
this Article and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee. 

SECTION 1313. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION OF TRUSTEE’S RIGHTS. 

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

Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607 hereof. 

SECTION 1314. ARTICLE APPLICABLE TO PAYING AGENTS. 

In case at any time any Paying Agent other than the Trustee (or the Company or an Affiliate of the Company) shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee. 
 SECTION 1315. RELIANCE BY
HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS. 
 Each Holder by accepting a Junior Subordinated Note acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the
Junior Subordinated Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or to continue to hold, such Senior Indebtedness. 
 ARTICLE FOURTEEN 

DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 1401. COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. 

Except as otherwise specified as contemplated by Section 301 for Junior Subordinated Notes of any series, the provisions of this Article
Fourteen shall apply to each series of Junior Subordinated Notes, and the Company may, at its option, effect defeasance of the Junior Subordinated Notes of or within a series under Section 1402, or covenant defeasance of or within a series
under Section 1403 in accordance with the terms of such Junior Subordinated Notes and in accordance with this Article. 

  
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 SECTION 1402. DEFEASANCE AND DISCHARGE. 

Upon the Company’s exercise of its option to defease any Junior Subordinated Notes of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding Junior Subordinated Notes on the date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Junior Subordinated Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of
Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other obligations under such Junior Subordinated Notes and this Indenture insofar as such Junior Subordinated Notes
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders
of such Outstanding Junior Subordinated Notes to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest (including
any Additional Interest), if any, on such Junior Subordinated Notes when such payments are due, (B) the Company’s obligations with respect to such Junior Subordinated Notes under Sections 303, 304, 1002 and 1003 and such obligations as
shall be ancillary thereto, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder including, without limitation, Section 607 and the penultimate paragraph of Section 1405 and (D) this Article Fourteen.
Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 1402 notwithstanding the prior exercise of its option under Section 1403 with respect to such Junior Subordinated Notes. 

SECTION 1403. COVENANT DEFEASANCE. 

Upon the Company’s exercise of its option to defease the covenants that apply to Junior Subordinated Notes of or within a series, the
Company shall be released from its obligations under Sections 801 and 802, and, if specified pursuant to Section 301, its obligations under any other covenant, with respect to such Outstanding Junior Subordinated Notes on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Junior Subordinated Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Junior Subordinated Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default
under Section 501, as the case may be, but, except as specified above, the remainder of this Indenture and such Junior Subordinated Notes shall be unaffected thereby. 

SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. 

The following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Junior Subordinated
Notes of or within a series: 
 (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another
trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such Junior Subordinated Notes, (A) lawful money of the United States in an amount, or (B) Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Junior Subordinated Notes, money in an amount,
or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied
by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest (including any Additional Interest), if any, on such Outstanding Junior Subordinated Notes on the Stated Maturity (or
Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest (including any Additional Interest), if any, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding
Junior Subordinated Notes on the day 

  
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on which such payments are due and payable in accordance with the terms of this Indenture and of such Junior Subordinated Notes; provided that the Trustee shall have been irrevocably instructed
to apply such money or the proceeds of such Government Obligations to said payments with respect to such Junior Subordinated Notes. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its
election to redeem all or any portion of such Outstanding Junior Subordinated Notes at a future date in accordance with the terms of the Junior Subordinated Notes of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable
redemption notice, if given, shall be given effect in applying the foregoing. 
 (2) No Default or Event of Default with respect to such
Junior Subordinated Notes shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (6) and (7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 
 (3) Such
defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound. 
 (4) In the case of an election under Section 1402, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of execution of this Indenture, there has been a change in
the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Junior Subordinated Notes will not recognize income, gain or loss for federal income tax
purposes as a result of the deposit and such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred.

 (5) In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such Outstanding Junior Subordinated Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred. 
 (6)
Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301.

 (7) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with. 

SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. 

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be
provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in respect
of such Outstanding Junior Subordinated Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Junior Subordinated Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Junior Subordinated Notes of all sums due and to become due thereon in respect of principal (and premium, if any) and interest (including
Additional Interest), if any, but such money need not be segregated from other funds except to the extent required by law. 

  
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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or Government Obligations deposited pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of
such Outstanding Junior Subordinated Notes. Notwithstanding anything to the contrary contained herein, the foregoing sentence shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee. 

Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article. 

SECTION 1406. REINSTATEMENT. 

If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 1405 with respect to any Junior Subordinated
Notes by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and such Junior Subordinated Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1405;
provided, however, that if the Company makes any payment of principal of (or premium, if any) or interest, if any, on any such Junior Subordinated Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Junior Subordinated Notes to receive such payment from the money held by the Trustee or Paying Agent. This Indenture 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 Indenture. 

ARTICLE FIFTEEN 

MISCELLANEOUS PROVISIONS 

SECTION 1501. NO RECOURSE AGAINST OTHERS. 

An incorporator or any past, present or future director, officer, employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Junior Subordinated Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Junior Subordinated Note, each Holder shall waive
and release all such liability. Such waiver and release shall be part of the consideration for the issue of the Junior Subordinated Notes. 

SECTION 1502. SET-OFF. 

Notwithstanding anything to the contrary in this Indenture or in any Junior Subordinated Note of any series, prior to the dissolution of any
Securities Trust that has issued Trust Securities related to a series of Junior Subordinated Notes, the Company shall have the right to set off and apply against any payment it is otherwise required to make hereunder or thereunder with respect to
the principal of or interest (including any Additional Interest) on the Junior Subordinated Notes of such series with and to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment with respect
to the Trust Securities of the series related to such series of Junior Subordinated Notes under the applicable Guarantee. Contemporaneously with, or as promptly as practicable after, any such payment under such Guarantee, the Company shall deliver
to the Trustee an Officer’s Certificate (upon which the Trustee shall be entitled to rely conclusively without any requirement to investigate the facts contained therein) to the effect that such payment has been made and that, as a result of
such payment, the corresponding payment under the related series of Junior Subordinated Notes has been set off in accordance with this Section 1502. 

  
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 SECTION 1503. ASSIGNMENT; BINDING EFFECT. 

The Company shall have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect wholly-owned subsidiary of the Company, provided that, in the event of any such assignment, the Company shall remain primarily liable for the performance of all such obligations. This Indenture may also be assigned
by the Company in connection with a transaction described in Article Eight. This Indenture shall be binding upon and inure to the benefit of the Company, the Trustee, the Holders, any Security Registrar, Paying Agent, and Authenticating Agent and,
to the extent specifically set forth herein, the holders of Senior Indebtedness and their respective successors and assigns. The provisions of clause (2) of Section 508 are for the benefit of the holders of the series of Trust Securities
referred to therein and, prior to the dissolution of the related Securities Trust, may be enforced by such holders. A holder of a Trust Security shall not have the right, as such a holder, to enforce any other provision of this Indenture. 

SECTION 1504. ADDITIONAL INTEREST. 

Whenever there is mentioned in this Indenture, in any context, the payment of the principal of, premium, if any, or interest on, or in respect
of, any Junior Subordinated Note of any series, such mention shall be deemed to include mention of the payment of Additional Interest provided for by the terms of such series of Junior Subordinated Notes to the extent that, in such context,
Additional Interest is, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Interest in any provisions hereof shall not be construed as excluding Additional Interest in those
provisions hereof where such express mention is not made. 
 This instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

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

			
	 LEGG MASON, INC., as Issuer

		
	 By
	 	
		 	  

Name:

		 	 Title:



 [Signature Page to Junior Subordinated Note Indenture] 







 
							
	 THE BANK OF NEW YORK MELLON, as Trustee

			
		 	 	By	  	 	
		 				 	  

Name:

		 				 	 Title:



 [Signature Page to Junior Subordinated Note Indenture]