Amended and Restated Declaration of Trust



 Exhibit 10.2 
 AMENDED AND RESTATED DECLARATION 
 OF TRUST 
 BEVERLY HILLS STATUTORY TRUST II 
 Dated as of December 28, 2006 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	ARTICLE I        INTERPRETATION AND DEFINITIONS	  	1
			
	 Section 1.1.
	  	Definitions	  	1
		
	ARTICLE II        ORGANIZATION	  	9
			
	 Section 2.1.
	  	Name	  	9
			
	 Section 2.2.
	  	Office	  	9
			
	 Section 2.3.
	  	Purpose	  	9
			
	 Section 2.4.
	  	Authority	  	9
			
	 Section 2.5.
	  	Title to Property of the Trust	  	10
			
	 Section 2.6.
	  	Powers and Duties of the Trustees and the Administrators	  	10
			
	 Section 2.7.
	  	Prohibition of Actions by the Trust and the Trustees	  	15
			
	 Section 2.8.
	  	Powers and Duties of the Institutional Trustee	  	15
			
	 Section 2.9.
	  	Certain Duties and Responsibilities of the Trustees and the Administrators	  	17
			
	 Section 2.10.
	  	Certain Rights of Institutional Trustee	  	19
			
	 Section 2.11.
	  	Delaware Trustee	  	22
			
	 Section 2.12.
	  	Execution of Documents	  	22
			
	 Section 2.13.
	  	Not Responsible for Recitals or Issuance of Securities	  	22
			
	 Section 2.14.
	  	Duration of Trust	  	22
			
	 Section 2.15.
	  	Mergers	  	22
		
	ARTICLE III        SPONSOR	  	24
			
	 Section 3.1.
	  	Sponsor’s Purchase of Common Securities	  	24
			
	 Section 3.2.
	  	Responsibilities of the Sponsor	  	24
		
	ARTICLE IV        TRUSTEES AND ADMINISTRATORS	  	25
			
	 Section 4.1.
	  	Number of Trustees	  	25
			
	 Section 4.2.
	  	Delaware Trustee	  	25
			
	 Section 4.3.
	  	Institutional Trustee; Eligibility	  	25
			
	 Section 4.4.
	  	Certain Qualifications of the Delaware Trustee Generally	  	26
			
	 Section 4.5.
	  	Administrators	  	26
			
	 Section 4.6.
	  	Initial Delaware Trustee	  	26
			
	 Section 4.7.
	  	Appointment, Removal and Resignation of the Trustees and the Administrators	  	26

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page
			
	 Section 4.8.
	  	Vacancies Among Trustees	  	28
			
	 Section 4.9.
	  	Effect of Vacancies	  	28
			
	 Section 4.10.
	  	Meetings of the Trustees and the Administrators	  	29
			
	 Section 4.11.
	  	Delegation of Power	  	29
			
	 Section 4.12.
	  	Merger, Conversion, Consolidation or Succession to Business	  	29
		
	ARTICLE V        DISTRIBUTIONS	  	30
			
	 Section 5.1.
	  	Distributions	  	30
		
	ARTICLE VI        ISSUANCE OF SECURITIES	  	30
			
	 Section 6.1.
	  	General Provisions Regarding Securities	  	30
			
	 Section 6.2.
	  	Paying Agent, Transfer Agent, Calculation Agent and Registrar	  	31
			
	 Section 6.3.
	  	Form and Dating	  	32
			
	 Section 6.4.
	  	Mutilated, Destroyed, Lost or Stolen Certificates	  	32
			
	 Section 6.5.
	  	Temporary Certificates	  	33
			
	 Section 6.6.
	  	Cancellation	  	33
			
	 Section 6.7.
	  	Rights of Holders; Waivers of Past Defaults	  	33
		
	ARTICLE VII        DISSOLUTION AND TERMINATION OF TRUST	  	35
			
	 Section 7.1.
	  	Dissolution and Termination of Trust	  	35
		
	ARTICLE VIII        TRANSFER OF INTERESTS	  	36
			
	 Section 8.1.
	  	General	  	36
			
	 Section 8.2.
	  	Transfer Procedures and Restrictions	  	37
			
	 Section 8.3.
	  	Deemed Security Holders	  	40
			
	 Section 8.4.
	  	Transfer of Initial Securities	  	40
		
	ARTICLE IX        LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS	  	41
			
	 Section 9.1.
	  	Liability	  	41
			
	 Section 9.2.
	  	Exculpation	  	41
			
	 Section 9.3.
	  	Fiduciary Duty	  	41
			
	 Section 9.4.
	  	Indemnification	  	42
			
	 Section 9.5.
	  	Outside Businesses	  	45
			
	 Section 9.6.
	  	Compensation; Fee	  	46

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	  	 	 	  	Page
	ARTICLE X        ACCOUNTING	  	46
			
	 Section 10.1.
	 	Fiscal Year	  	46
			
	 Section 10.2.
	 	Certain Accounting Matters	  	46
			
	 Section 10.3.
	 	Banking	  	47
			
	 Section 10.4.
	 	Withholding	  	47
		
	ARTICLE XI        AMENDMENTS AND MEETINGS	  	48
			
	 Section 11.1.
	 	Amendments	  	48
			
	 Section 11.2.
	 	Meetings of the Holders of the Securities; Action by Written Consent	  	50
		
	ARTICLE XII        REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE	  	51
			
	 Section 12.1.
	 	Representations and Warranties of Institutional Trustee	  	51
			
	 Section 12.2.
	 	Representations and Warranties of Delaware Trustee	  	52
		
	ARTICLE XIII        MISCELLANEOUS	  	53
			
	 Section 13.1.
	 	Notices	  	53
			
	 Section 13.2.
	 	Governing Law	  	54
			
	 Section 13.3.
	 	Submission to Jurisdiction	  	54
			
	 Section 13.4.
	 	Intention of the Parties	  	55
			
	 Section 13.5.
	 	Headings	  	55
			
	 Section 13.6.
	 	Successors and Assigns	  	55
			
	 Section 13.7.
	 	Partial Enforceability	  	55
			
	 Section 13.8.
	 	Counterparts	  	55
			
		 	ANNEXES AND EXHIBITS	  	
			
	ANNEX I	 	TERMS OF FLOATING RATE CAPITAL SECURITIES AND FLOATING RATE COMMON SECURITIES	  	A-1-1
			
	EXHIBIT A-1	 	FORM OF CAPITAL SECURITY CERTIFICATE	  	A-1-1
			
	EXHIBIT A-2	 	FORM OF COMMON SECURITY CERTIFICATE	  	A-2-1
			
	EXHIBIT B	 	FORM OF TRANSFEREE CERTIFICATE TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBs	  	B-1
			
	EXHIBIT C	 	FORM OF TRANSFEROR CERTIFICATE TO BE EXECUTED FOR QIBs	  	C-1
			
	EXHIBIT D	 	FORM OF ADMINISTRATOR’S CERTIFICATE OF THE TRUST	  	D-1

  

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 AMENDED AND RESTATED DECLARATION OF TRUST 
 OF 
 BEVERLY HILLS STATUTORY TRUST II 
 December 28, 2006 
 AMENDED AND RESTATED
DECLARATION OF TRUST (this “Declaration”), dated and effective as of December 28, 2006, by the Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and the holders from time to time of
undivided beneficial interests in the assets of the Trust (as defined herein) to be issued pursuant to this Declaration. 
 WHEREAS, certain
of the Trustees and the Sponsor established Beverly Hills Statutory Trust II (the “Trust”), a statutory trust under the Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust, dated as of December
[    ], 2006 (the “Original Declaration”), and a Certificate of Trust filed with the Secretary of State of the State of Delaware on December [    ], 2006, for the sole purpose of issuing and selling
certain securities representing undivided beneficial interests in the assets of the Trust investing the proceeds thereof in certain debentures of the Debenture Issuer (as defined herein) and engaging in those activities necessary, advisable or
incidental thereto; 
 WHEREAS, as of the date hereof, no interests in the assets of the Trust have been issued; and 
 WHEREAS, all of the Trustees, the Administrators and the Sponsor, by this Declaration, amend and restate each and every term and provision of the
Original Declaration. 
 NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory trust under the
Statutory Trust Act and that this Declaration constitutes the governing instrument of such statutory trust and that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration, and, in consideration of the mutual covenants contained herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties, intending to be legally bound hereby, amend and restate in its entirety the Original Declaration and agree as follows: 
 ARTICLE I 
 INTERPRETATION AND DEFINITIONS 
 Section 1.1. Definitions. Unless the context otherwise requires: 







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

“Additional Interest” has the meaning set forth in Section 3.06 of the Indenture. 
 “Administrative Action” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Administrators” means each of Larry B. Faigin and Takeo Sasaki, solely in such Person’s capacity as Administrator of the Trust continued
hereunder and not in such Person’s individual capacity, or such Administrator’s successor in interest in such capacity, or any successor appointed as herein provided. 
 “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act or any successor rule thereunder. 
 “Authorized Officer” of a Person means any Person that is authorized to bind such Person. 
 “Bankruptcy Event” means, with respect to any Person: 
 (a) a court having jurisdiction in the premises enters a decree or order for relief in respect of such Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or for any substantial part of its property, or orders the winding-up or liquidation of its affairs, and such decree,
appointment or order remains unstayed and in effect for a period of 90 consecutive days; or 
 (b) such Person commences a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, consents to the entry of an 
  

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 order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Person or of any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts
as they become due. 
 “Business Day” means any day other than Saturday, Sunday or any other day on which banking institutions in
Wilmington, Delaware, New York City or Calabasas, California are permitted or required by any applicable law or executive order to close. 
 “Calculation Agent” has the meaning set forth in Section 1.01 of the Indenture. 
 “Capital Securities” has
the meaning set forth in Section 6.1(a). 
 “Capital Security Certificate” means a definitive Certificate registered in the
name of the Holder representing a Capital Security substantially in the form of Exhibit A-1. 
 “Capital Treatment Event” has the
meaning set forth in paragraph 4(a) of Annex I. 
 “Certificate” means any certificate evidencing Securities. 
 “Certificate of Trust” means the certificate of trust filed with the Secretary of State of the State of Delaware with respect to the Trust, as
amended and restated from time to time. 
 “Closing Date” has the meaning set forth in the Purchase Agreement. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation. 
 “Commission” means the Securities and Exchange Commission. 
 “Common Securities” has the meaning set forth in Section 6.1(a). 
 “Common Security
Certificate” means a definitive Certificate registered in the name of the Holder representing a Common Security substantially in the form of Exhibit A-2. 
 “Company Indemnified Person” means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or
agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates. 
 “Corporate Trust Office”
means the office of the Institutional Trustee at which the corporate trust business of the Institutional Trustee shall, at any particular time, be principally administered, which office shall at all times be located in the United States and at the
date of execution of this Declaration is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Capital Markets. 
  

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 “Coupon Rate” has the meaning set forth in paragraph 2(a) of Annex I. 
 “Covered Person” means: (a) any Administrator, officer, director, shareholder, partner, member, representative, employee or agent of
(i) the Trust or (ii) any of the Trust’s Affiliates; and (b) any Holder of Securities. 
 “Debenture Issuer”
means Beverly Hills Bancorp Inc., a bank holding company incorporated in Delaware, in its capacity as issuer of the Debentures under the Indenture. 
 “Debenture Trustee” means Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee. 
 “Debentures” means the Floating Rate Junior Subordinated Debt Securities due 2037 to be issued by the
Debenture Issuer under the Indenture. 
 “Default” means any event, act or condition that with notice or lapse of time, or both,
would constitute an Event of Default. 
 “Deferred Interest” means any interest on the Debentures that would have been overdue and
unpaid for more than one Distribution Payment Date but for the imposition of an Extension Period, and the interest that shall accrue (to the extent that the payment of such interest is legally enforceable) on such interest at the Coupon Rate in
effect for each such Extension Period, compounded quarterly from the date on which such Deferred Interest would otherwise have been due and payable until paid or made available for payment. 
 “Definitive Capital Securities” means any Capital Securities in definitive form issued by the Trust. 
 “Delaware Trustee” has the meaning set forth in Section 4.2. 
 “Direct Action” has the meaning set forth in Section 2.8(e). 
 “Distribution” means a distribution payable to Holders of Securities in accordance with Section 5.1. 
 “Distribution Payment Date” has the meaning set forth in paragraph 2(e) of Annex I. 
 “Distribution Period” has the meaning set forth in paragraph 2(a) of Annex I. 
 “Event of Default” means the occurrence of an Indenture Event of Default. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation. 
 “Extension Period” has the meaning set forth in paragraph 2(e) of Annex I. 
  

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 “Federal Reserve” has the meaning set forth in paragraph 3 of Annex I. 
 “Fiduciary Indemnified Person” shall mean each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee
(including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional
Trustee or the Delaware Trustee. 
 “Fiscal Year” has the meaning set forth in Section 10.1. 
 “Guarantee” means the Guarantee Agreement, dated as of the Closing Date, of the Sponsor in respect of the Capital Securities. 
 “Holder” means a Person in whose name a Certificate representing a Security is registered on the register maintained by or on behalf of the
Registrar, such Person being a beneficial owner within the meaning of the Statutory Trust Act. 
 “Indemnified Person” means a
Company Indemnified Person or a Fiduciary Indemnified Person. 
 “Indenture” means the Indenture, dated as of the Closing Date,
among the Debenture Issuer and the Debenture Trustee, and any indenture supplemental thereto pursuant to which the Debentures are to be issued. 
 “Indenture Event of Default” means an “Event of Default” as defined in the Indenture. 
 “Institutional
Trustee” means the Trustee meeting the eligibility requirements set forth in Section 4.3. 
 “Interest” means any
interest due on the Debentures, including any Deferred Interest and Defaulted Interest (as each such term is defined in the Indenture). 
 “Investment Company” means an investment company as defined in the Investment Company Act. 
 “Investment Company
Act” means the Investment Company Act of 1940, as amended from time to time, or any successor legislation. 
 “Investment Company
Event” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Legal Action” has the meaning set forth in
Section 2.8(e). 
  

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 “LIBOR” means the London Interbank Offered Rate for three-month U.S. Dollar deposits in
Europe as determined by the Calculation Agent according to paragraph 2(b) of Annex I. 
 “LIBOR Banking Day” has the meaning set
forth in paragraph 2(b)(1) of Annex I. 
 “LIBOR Business Day” has the meaning set forth in paragraph 2(b)(1) of Annex I.

 “LIBOR Determination Date” has the meaning set forth in paragraph 2(b)(1) of Annex I. 
 “Liquidation” has the meaning set forth in paragraph 3 of Annex I. 
 “Liquidation Distribution” has the meaning set forth in paragraph 3 of Annex I. 
 “Majority in liquidation amount of the Securities” means Holders of outstanding Securities voting together as a single class or, as the context
may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class. 
 “Officers’ Certificate” means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any
Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include: 
 (a) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto; 
 (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate; 
 (c) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to whether,
in the opinion of each such officer, such condition or covenant has been complied with. 
 “Paying Agent” has the meaning set forth
in Section 6.2. 
 “Payment Amount” has the meaning set forth in Section 5.1. 
  

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 “Person” means a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 
 “PORTAL” has the meaning set forth in Section 2.6(a)(i). 
 “Property Account” has the meaning set forth in Section 2.8(c). 
 “Pro Rata” has
the meaning set forth in paragraph 8 of Annex I. 
 “Purchase Agreement” means the Purchase Agreement relating to the offering and
sale of Capital Securities. 
 “QIB” means a “qualified institutional buyer” as defined under Rule 144A. 
 “Quorum” means a majority of the Administrators or, if there are only two Administrators, both of them. 
 “Redemption/Distribution Notice” has the meaning set forth in paragraph 4(e) of Annex I. 
 “Redemption Price” has the meaning set forth in paragraph 4(a) of Annex I. 
 “Registrar” has the meaning set forth in Section 6.2. 
 “Relevant Trustee” has the meaning set forth in Section 4.7(a). 
 “Responsible
Officer” means, with respect to the Institutional Trustee, any officer within the Corporate Trust Office of the Institutional Trustee with direct responsibility for the administration of this Declaration, including any vice-president, any
assistant vice-president, any secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or other officer of the Corporate Trust Office of the Institutional Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular
subject. 
 “Restricted Securities Legend” has the meaning set forth in Section 8.2(c). 
 “Rule 144A” means Rule 144A under the Securities Act. 
 “Rule 3a-5” means Rule 3a-5 under the Investment Company Act. 
 “Rule 3a-7” means Rule
3a-7 under the Investment Company Act. 
 “Securities” means the Common Securities and the Capital Securities. 
  

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 “Securities Act” means the Securities Act of 1933, as amended from time-to-time, or any
successor legislation. 
 “Sponsor” means Beverly Hills Bancorp Inc., a bank holding company that is a U.S. Person incorporated in
Delaware, or any successor entity in a merger, consolidation or amalgamation that is a U.S. Person, in its capacity as sponsor of the Trust. 
 “Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as it may be amended from time to time, or any successor legislation. 
 “Successor Delaware Trustee” has the meaning set forth in Section 4.7(e). 
 “Successor Entity” has the meaning set forth in Section 2.15(b). 
 “Successor Institutional Trustee” has the meaning set forth in Section 4.7(b). 
 “Successor Securities” has the meaning set forth in Section 2.15(b). 
 “Super Majority” has the meaning set forth in paragraph 5(b) of Annex I. 
 “Tax Event” has the meaning set forth in paragraph 4(a) of Annex I. 
 “10% in liquidation amount of the Securities” means Holders of outstanding Securities voting together as a single class or, as the context may
require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount (including the stated amount that would be paid
on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class. 
 “Transfer Agent” has the meaning set forth in Section 6.2. 
 “Treasury Regulations” means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury, as such regulations may be amended from time
to time (including corresponding provisions of succeeding regulations). 
 “Trust Indenture Act” means the Trust Indenture Act of
1939, as amended from time-to-time, or any successor legislation. 
 “Trust Property” means (a) the Debentures, (b) any
cash on deposit in, or owing to, the Property Account and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Institutional Trustee pursuant to the trusts
of this Declaration. 
  

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 “Trustee” or “Trustees” means each Person who has signed this Declaration as a
trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and
references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder. 
 “U.S. Person” means a United States Person as defined in Section 7701(a)(30) of the Code. 
 ARTICLE II 
 ORGANIZATION 
 Section 2.1. Name.
The Trust is named “Beverly Hills Statutory Trust II,” as such name may be modified from time to time by the Administrators following written notice to the Institutional Trustee and the Holders of the Securities. The Trust’s
activities may be conducted under the name of the Trust or any other name deemed advisable by the Administrators. 
 Section 2.2.
Office. The address of the principal office of the Trust, which shall be in a State of the United States or the District of Columbia, is 23901 Calabasas Road, Suite 1050, Calabasas, California 91302. On ten Business Days’ written notice
to the Institutional Trustee and the Holders of the Securities, the Administrators may designate another principal office, which shall be in a State of the United States or the District of Columbia. 
 Section 2.3. Purpose. The exclusive purposes and functions of the Trust are (a) to issue and sell the Securities representing undivided
beneficial interests in the assets of the Trust, (b) to invest the gross proceeds from such sale in the Debentures and (c) except as otherwise limited herein, to engage in only those other activities incidental thereto that are deemed
necessary or advisable by the Institutional Trustee, including, without limitation, those activities specified in this Declaration. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets,
or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust. 
 Section 2.4. Authority. Except as specifically provided in this Declaration, the Institutional Trustee shall have exclusive and complete
authority to carry out the purposes of the Trust. An action taken by a Trustee on behalf of the Trust and in accordance with such Trustee’s powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on
behalf of the Trust, no Person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this
Declaration. The Administrators shall have only those ministerial duties set forth herein with respect to accomplishing the purposes of the Trust and are not intended to be trustees or fiduciaries with respect to the Trust or the Holders. The

  

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 Institutional Trustee shall have the right, but shall not be obligated except as provided in Section 2.6, to perform
those duties assigned to the Administrators. 
 Section 2.5. Title to Property of the Trust. Except as provided in
Section 2.8 with respect to the Debentures and the Property Account or as otherwise provided in this Declaration, legal title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the
assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust. 
 Section 2.6. Powers and Duties of
the Trustees and the Administrators. 
 (a) The Trustees and the Administrators shall conduct the affairs of the Trust in accordance with
the terms of this Declaration. Subject to the limitations set forth in paragraph (b) of this Section, and in accordance with the following provisions (i) and (ii), the Administrators and, at the direction of the Administrators, the
Trustees, shall have the authority to enter into all transactions and agreements determined by the Administrators to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case
may be, under this Declaration, and to perform all acts in furtherance thereof, including without limitation, the following: 
 (i) Each Administrator shall have the power, duty and authority, and is hereby authorized, to act on behalf of the Trust with respect to the following matters: 
 (A) the issuance and sale of the Securities; 
 (B) to cause the Trust to enter into, and to execute, deliver and perform on behalf of the Trust, such agreements as may be necessary or
desirable in connection with the purposes and function of the Trust, including agreements with the Paying Agent, the Purchase Agreement, a Debenture subscription agreement between the Trust and the Sponsor and a Common Securities subscription
agreement between the Trust and the Sponsor; 
 (C) ensuring compliance with the Securities Act and applicable state
securities or blue sky laws; 
 (D) if and at such time determined solely by the Sponsor at the request of the Holders,
assisting in the designation of the Capital Securities for trading in the Private Offering, Resales and Trading through the Automatic Linkages (“PORTAL”) system if available; 
 (E) the sending of notices (other than notices of default) and other information regarding the Securities and the Debentures to the
Holders in accordance with this Declaration, including notice of any notice received from the Debenture Issuer of its election to defer payments 
  

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 of interest on the Debentures by extending the interest payment period under the Indenture; 

(F) the appointment of a Paying Agent, Transfer Agent and Registrar in accordance with this Declaration; 
 (G) execution and delivery of the Securities in accordance with this Declaration; 
 (H) execution and delivery of closing certificates pursuant to the Purchase Agreement and the application for a taxpayer identification
number; 
 (I) unless otherwise determined by the Holders of a Majority in liquidation amount of the Securities or as
otherwise required by the Statutory Trust Act, to execute on behalf of the Trust (either acting alone or together with any or all of the Administrators) any documents that the Administrators have the power to execute pursuant to this Declaration;

 (J) the taking of any action incidental to the foregoing as the Sponsor or an Administrator may from time to time
determine is necessary or advisable to give effect to the terms of this Declaration for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); 
 (K) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including
Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Capital Securities and Holders of Common Securities as to such actions and applicable record dates; 
 (L) to duly prepare and file on behalf of the Trust all applicable tax returns and tax information reports that are required to be filed
with respect to the Trust; 
 (M) to negotiate the terms of, and the execution and delivery of, the Purchase Agreement
providing for the sale of the Capital Securities; 
 (N) to employ or otherwise engage employees, agents (who may be
designated as officers with titles), managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; 
 (O) to incur expenses that are necessary or incidental to carry out any of the purposes of the Trust; 
  

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 (P) to give the certificate, substantially in the form of Exhibit D attached hereto,
required by § 314(a)(4) of the Trust Indenture Act to the Institutional Trustee, which certificate may be executed by an Administrator; and 
 (Q) to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust under the laws of each
jurisdiction (other than the State of Delaware) in which such existence is necessary to protect the limited liability of the Holders of the Capital Securities or to enable the Trust to effect the purposes for which the Trust was created. 

(ii) As among the Trustees and the Administrators, the Institutional Trustee shall have the power, duty and authority, and is hereby
authorized, to act on behalf of the Trust with respect to the following matters: 
 (A) the establishment of the Property
Account; 
 (B) the receipt of the Debentures; 
 (C) the collection of interest, principal and any other payments made in respect of the Debentures in the Property Account; 

(D) the distribution through the Paying Agent of amounts owed to the Holders in respect of the Securities; 
 (E) the exercise of all of the rights, powers and privileges of a holder of the Debentures; 
 (F) the sending of notices of default and other information regarding the Securities and the Debentures to the Holders in accordance with
this Declaration; 
 (G) the distribution of the Trust Property in accordance with the terms of this Declaration; 

(H) to the extent provided in this Declaration, the winding up of the affairs of and liquidation of the Trust and the preparation,
execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; 
 (I) after
any Event of Default (of which the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)) (provided, that such Event of Default is not by or with respect to the Institutional Trustee), the taking of any action
incidental to the foregoing 
  

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 as the Institutional Trustee may from time to time determine is necessary or advisable to give effect to
the terms of this Declaration and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); 
 (J) to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust’s valid
existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware to protect the limited liability of the Holders of the Capital Securities or to enable the Trust to effect the purposes for which the Trust was
created; and 
 (K) to undertake any actions set forth in § 317(a) of the Trust Indenture Act. 
 (iii) The Institutional Trustee shall have the power and authority, and is hereby authorized, to act on behalf of the Trust with respect
to any of the duties, liabilities, powers or the authority of the Administrators set forth in Section 2.6(a)(i)(E) and (F) herein but shall not have a duty to do any such act unless specifically requested to do so in writing by the
Sponsor, and shall then be fully protected in acting pursuant to such written request; and in the event of a conflict between the action of the Administrators and the action of the Institutional Trustee, the action of the Institutional Trustee shall
prevail. 
 (b) So long as this Declaration remains in effect, the Trust (or the Trustees or Administrators acting on behalf of the Trust)
shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, neither the Trustees nor the Administrators may cause the Trust to (i) acquire any investments or engage in
any activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided
herein, (iii) take any action that would cause (or in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer would cause) the Trust to fail or cease to qualify as a “grantor trust” for United States
federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any other debt or (v) take or consent to any action that would result in the placement of a lien on any of the Trust Property. The Institutional Trustee
shall, at the sole cost and expense of the Trust subject to reimbursement under Section 9.6(a), defend all claims and demands of all Persons at any time claiming any lien on any of the Trust Property adverse to the interest of the Trust or the
Holders in their capacity as Holders. 
 (c) In connection with the issuance and sale of the Capital Securities, the Sponsor shall have the
right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the Sponsor in furtherance of the following prior to the date of this Declaration are hereby ratified and
confirmed in all respects): 
  

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 (i) the taking of any action necessary to obtain an exemption from the Securities Act;

 (ii) the determination of the States in which to take appropriate action to qualify or register for sale all or part of the
Capital Securities and the determination of any and all such acts, other than actions which must be taken by or on behalf of the Trust, and the advisement of and direction to the Trustees of actions they must take on behalf of the Trust, and the
preparation for execution and filing of any documents to be executed and filed by the Trust or on behalf of the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States in connection with the
sale of the Capital Securities; and 
 (iii) the taking of any other actions necessary or desirable to carry out any of the
foregoing activities. 
 (d) Notwithstanding anything herein to the contrary, the Administrators, the Institutional Trustee and the Holders
of a Majority in liquidation amount of the Common Securities are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that (i) the Trust will not be deemed to be an “investment company” required to
be registered under the Investment Company Act (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer); (ii) the Trust will not fail to be classified as a grantor trust for United States federal income tax
purposes (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer); and (iii) the Trust will not take any action inconsistent with the treatment of the Debentures as indebtedness of the Debenture Issuer for
United States federal income tax purposes (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer). In this connection, the Institutional Trustee, the Administrators and the Holders of a Majority in liquidation
amount of the Common Securities are authorized to take any action, not inconsistent with applicable laws or this Declaration, as amended from time to time, that each of the Institutional Trustee, the Administrators and such Holders determine in
their discretion to be necessary or desirable for such purposes, even if such action adversely affects the interests of the Holders of the Capital Securities. 
 (e) All expenses incurred by the Administrators or the Trustees pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the Trustees shall have no obligations with respect to such expenses.

 (f) The assets of the Trust shall consist of the Trust Property. 
 (g) Legal title to all Trust Property shall be vested at all times in the Institutional Trustee (in its capacity as such) and shall be held and
administered by the Institutional Trustee for the benefit of the Trust in accordance with this Declaration. 
 (h) If the Institutional
Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Declaration and such proceeding has been discontinued or 
  

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 abandoned for any reason, or has been determined adversely to the Institutional Trustee or to such Holder, then and in
every such case the Sponsor, the Institutional Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the
Institutional Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 Section 2.7. Prohibition of
Actions by the Trust and the Trustees. 
 The Trust shall not, and the Institutional Trustee and the Administrators shall not, and the
Administrators shall cause the Trust not to, engage in any activity other than as required or authorized by this Declaration. In particular, the Trust shall not, and the Institutional Trustee and the Administrators shall not cause the Trust to:

 (a) invest any proceeds received by the Trust from holding the Debentures, but shall distribute all such proceeds to
Holders of the Securities pursuant to the terms of this Declaration and of the Securities; 
 (b) acquire any assets other
than as expressly provided herein; 
 (c) possess Trust Property for other than a Trust purpose; 
 (d) make any loans or incur any indebtedness other than loans represented by the Debentures; 
 (e) possess any power or otherwise act in such a way as to vary the Trust Property or the terms of the Securities; 
 (f) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Securities; or

 (g) other than as provided in this Declaration (including Annex I), (i) direct the time, method and place of
exercising any trust or power conferred upon the Debenture Trustee with respect to the Debentures, (ii) waive any past default that is waivable under the Indenture, (iii) exercise any right to rescind or annul any declaration that the
principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures where such consent shall be required unless the Trust shall have received a written
opinion of counsel experienced in such matters to the effect that such amendment, modification or termination will not cause the Trust to cease to be classified as a grantor trust for United States federal income tax purposes. 
 Section 2.8. Powers and Duties of the Institutional Trustee. 
 (a) The legal title to the Debentures shall be owned by and held of record in the name of the Institutional Trustee in trust for the benefit of the Trust. The right, title and interest of the Institutional Trustee to
the Debentures shall vest automatically in each Person who 
  

 15 








 may hereafter be appointed as Institutional Trustee in accordance with Section 4.7. Such vesting and cessation of
title shall be effective whether or not conveyancing documents with regard to the Debentures have been executed and delivered. 
 (b) The
Institutional Trustee shall not transfer its right, title and interest in the Debentures to the Administrators or to the Delaware Trustee. 
 (c) The Institutional Trustee shall: 
 (i) establish and maintain a segregated non-interest bearing trust account
(the “Property Account”) in the United States (as defined in Treasury Regulations section 301.7701-7), in the name of and under the exclusive control of the Institutional Trustee, and maintained in the Institutional Trustee’s trust
department, on behalf of the Holders of the Securities and, upon the receipt of payments of funds made in respect of the Debentures held by the Institutional Trustee, deposit such funds into the Property Account and make payments to the Holders of
the Capital Securities and Holders of the Common Securities from the Property Account in accordance with Section 5.1. Funds in the Property Account shall be held uninvested until disbursed in accordance with this Declaration; 
 (ii) engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Capital Securities and the
Common Securities to the extent the Debentures are redeemed or mature; and 
 (iii) upon written notice of distribution issued
by the Administrators in accordance with the terms of the Securities, engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Debentures to Holders of Securities upon the occurrence of certain
circumstances pursuant to the terms of the Securities. 
 (d) The Institutional Trustee shall take all actions and perform such duties as may
be specifically required of the Institutional Trustee pursuant to the terms of the Securities. 
 (e) The Institutional Trustee may bring or
defend, pay, collect, compromise, arbitrate, resort to legal action with respect to, or otherwise adjust claims or demands of or against, the Trust (a “Legal Action”) which arise out of or in connection with an Event of Default of which a
Responsible Officer of the Institutional Trustee has actual knowledge or the Institutional Trustee’s duties and obligations under this Declaration or the Trust Indenture Act; provided, however, that if an Event of Default has
occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to pay interest or premium, if any, or principal on the Debentures on the date such interest or premium, if any, or principal is otherwise payable (or
in the case of redemption, on the redemption date), then a Holder of the Capital Securities may directly institute a proceeding for enforcement of payment to such Holder of the principal of or premium, if any, or interest on the Debentures having a
principal amount equal to the aggregate liquidation amount of the Capital Securities of such Holder (a “Direct Action”) on or 
  

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 after the respective due date specified in the Debentures. In connection with such Direct Action, the rights of the
Holders of the Common Securities will be subrogated to the rights of such Holder of the Capital Securities to the extent of any payment made by the Debenture Issuer to such Holder of the Capital Securities in such Direct Action; provided,
however, that a Holder of the Common Securities may exercise such right of subrogation only if no Event of Default with respect to the Capital Securities has occurred and is continuing. 
 (f) The Institutional Trustee shall continue to serve as a Trustee until either: 
 (i) the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of the Securities pursuant to
the terms of the Securities and this Declaration (including Annex I); or 
 (ii) a Successor Institutional Trustee has been
appointed and has accepted that appointment in accordance with Section 4.7. 
 (g) The Institutional Trustee shall have the legal power
to exercise all of the rights, powers and privileges of a holder of the Debentures under the Indenture and, if an Event of Default occurs and is continuing, the Institutional Trustee may, for the benefit of Holders of the Securities, enforce its
rights as holder of the Debentures subject to the rights of the Holders pursuant to this Declaration (including Annex I) and the terms of the Securities. 
 (h) The Institutional Trustee must exercise the powers set forth in this Section 2.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 2.3, and the Institutional
Trustee shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 2.3. 
 Section 2.9. Certain Duties and Responsibilities of the Trustees and the Administrators. 
 (a) The Institutional
Trustee, before the occurrence of any Event of Default (of which the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)) and after the curing of all Events of Default that may have occurred, shall undertake to perform
only such duties as are specifically set forth in this Declaration and no implied covenants shall be read into this Declaration against the Institutional Trustee. In case an Event of Default (of which the Institutional Trustee has knowledge (as
provided in Section 2.10(m) hereof)), has occurred (that has not been cured or waived pursuant to Section 6.7), the Institutional Trustee shall exercise such of the rights and powers vested in it by this Declaration, and use the same
degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 
 (b) The duties and responsibilities of the Trustees and the Administrators shall be as provided by this Declaration and, in the case of the Institutional Trustee, by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Declaration shall require any Trustee or Administrator to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, 
  

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 if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it
against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Declaration relating to the conduct or affecting the liability of or affording protection to the Trustees or the
Administrators shall be subject to the provisions of this Article. Nothing in this Declaration shall be construed to release a Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct.
Nothing in this Declaration shall be construed to release an Administrator from liability for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the extent that, at law or in equity, a Trustee
or an Administrator has duties (including fiduciary duties) to the Trust or to the Holders, such Trustee’s or Administrator’s duties may be restricted or eliminated by provisions in this Declaration, except that this Declaration may not
eliminate the implied contractual covenant of good faith and fair dealing. A Trustee or Administrator shall not be liable to the Trust or a Holder or another Person that is party to or is otherwise bound by the Declaration for breach of fiduciary
duty for such Trustee’s or Administrator’s good faith reliance on the provisions of the Declaration. The provisions of this Declaration, to the extent that they restrict or eliminate the liabilities of the Trustees or the Administrators
otherwise existing at law or in equity, are agreed by the Sponsor and the Holders to replace such other liabilities of the Trustees or the Administrators, as the case may be, except that no provision of this Declaration may limit or eliminate
liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. 
 (c) All payments made by the Institutional Trustee or a Paying Agent in respect of the Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Institutional Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Holder, by its acceptance of a Security, agrees that it will look solely to the revenue and proceeds
from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees and the Administrators are not personally liable to it for any amount distributable in respect of any Security or for any other
liability in respect of any Security. This Section 2.9(c) does not limit the liability of the Trustees expressly set forth elsewhere in this Declaration or, in the case of the Institutional Trustee, in the Trust Indenture Act. 
 (d) No provision of this Declaration shall be construed to relieve the Institutional Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct with respect to matters that are within the authority of the Institutional Trustee under this Declaration, except that: 
 (i) the Institutional Trustee shall not be liable for any error or judgment made in good faith by an Authorized Officer of the
Institutional Trustee, unless it shall be proved that the Institutional Trustee was negligent in ascertaining the pertinent facts; 
  

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 (ii) the Institutional Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Capital Securities or the Common Securities, as applicable, relating to the time, method and place of
conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under this Declaration; 
 (iii) the Institutional Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and
the Property Account shall be to deal with such property in a similar manner as the Institutional Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Institutional Trustee
under this Declaration and the Trust Indenture Act; 
 (iv) the Institutional Trustee shall not be liable for any interest on
any money received by it except as it may otherwise agree in writing with the Sponsor; and money held by the Institutional Trustee need not be segregated from other funds held by it except in relation to the Property Account maintained by the
Institutional Trustee pursuant to Section 2.8(c)(i) and except to the extent otherwise required by law; and 
 (v) the
Institutional Trustee shall not be responsible for monitoring the compliance by the Administrators or the Sponsor with their respective duties under this Declaration, nor shall the Institutional Trustee be liable for any default or misconduct of the
Administrators or the Sponsor. 
 Section 2.10. Certain Rights of Institutional Trustee. Subject to the provisions of
Section 2.9: 
 (a) the Institutional Trustee may conclusively rely and shall fully be protected in acting or refraining from acting in
good faith upon any resolution, written opinion of counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties; 
 (b) if (i) in performing its duties under this Declaration, the Institutional Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Declaration, the Institutional Trustee finds the same ambiguous or inconsistent with any other provisions contained herein, or (iii) the Institutional Trustee is unsure of the application of
any provision of this Declaration, then, except as to any matter as to which the Holders of Capital Securities are entitled to vote under the terms of this Declaration, the Institutional Trustee may deliver a notice to the Sponsor requesting the
Sponsor’s opinion as to 
  

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 the course of action to be taken and the Institutional Trustee shall take such action, or refrain from taking such
action, as the Institutional Trustee in its sole discretion shall deem advisable and in the best interests of the Holders, in which event the Institutional Trustee shall have no liability except for its own negligence or willful misconduct;

 (c) any direction or act of the Sponsor or the Administrators contemplated by this Declaration shall be sufficiently evidenced by an
Officers’ Certificate; 
 (d) whenever in the administration of this Declaration, the Institutional Trustee shall deem it desirable that
a matter be proved or established before undertaking, suffering or omitting any action hereunder, the Institutional Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and
conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Administrators; 
 (e) the Institutional Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof; 
 (f) the Institutional Trustee may consult with counsel of its selection (which counsel
may be counsel to the Sponsor or any of its Affiliates) and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon
and in accordance with such advice; the Institutional Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction; 
 (g) the Institutional Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration at the request or
direction of any of the Holders pursuant to this Declaration, unless such Holders shall have offered to the Institutional Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction; provided, that nothing contained in this Section 2.10(g) shall be taken to relieve the Institutional Trustee, upon the occurrence of an Event of Default (of which the Institutional
Trustee has knowledge (as provided in Section 2.10(m) hereof)) that has not been cured or waived, of its obligation to exercise the rights and powers vested in it by this Declaration; 
 (h) the Institutional Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do so by one or more Holders, but the Institutional Trustee
may make such further inquiry or investigation into such facts or matters as it may see fit; 
 (i) the Institutional Trustee may execute any
of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys and the 
  

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 Institutional Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision
of, any such agent or attorney appointed with due care by it hereunder; 
 (j) whenever in the administration of this Declaration the
Institutional Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Institutional Trustee (i) may request instructions from the Holders of the Common
Securities and the Capital Securities, which instructions may be given only by the Holders of the same proportion in liquidation amount of the Common Securities and the Capital Securities as would be entitled to direct the Institutional Trustee
under the terms of the Common Securities and the Capital Securities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and
(iii) shall be fully protected in acting in accordance with such instructions; 
 (k) except as otherwise expressly provided in this
Declaration, the Institutional Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration; 
 (l) when the Institutional Trustee incurs expenses or renders services in connection with a Bankruptcy Event, such expenses (including the fees and expenses of its counsel) and the compensation for such services are
intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally; 
 (m) the
Institutional Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Institutional Trustee has actual knowledge of such event or the Institutional Trustee receives written notice of such event from any
Holder, except with respect to an Event of Default pursuant to Sections 5.01(a), 5.01(b) or 5.01(c) of the Indenture (other than an Event of Default resulting from the default in the payment of Additional Interest or premium, if any, if the
Institutional Trustee does not have actual knowledge or written notice that such payment is due and payable), of which the Institutional Trustee shall be deemed to have knowledge; 
 (n) any action taken by the Institutional Trustee or its agents hereunder shall bind the Trust and the Holders of the Securities, and the signature of
the Institutional Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Institutional Trustee to so act or as to its compliance with any of
the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Institutional Trustee’s or its agent’s taking such action; and 
 (o) no provision of this Declaration shall be deemed to impose any duty or obligation on the Institutional Trustee to perform any act or acts or exercise
any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Institutional Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act
or acts, or to exercise any such right, power, duty or obligation. No 
  

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 permissive power or authority available to the Institutional Trustee shall be construed to be a duty. 
 Section 2.11. Delaware Trustee. Notwithstanding any other provision of this Declaration other than Section 4.2, the Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of any of the Trustees or the Administrators described in this Declaration (except as may be required under the Statutory Trust
Act). Except as set forth in Section 4.2, the Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of § 3807 of the Statutory Trust Act. 
 Section 2.12. Execution of Documents. Unless otherwise determined in writing by the Institutional Trustee, and except as otherwise required
by the Statutory Trust Act, the Institutional Trustee, or any one or more of the Administrators, as the case may be, is authorized to execute and deliver on behalf of the Trust any documents, agreements, instruments or certificates that the Trustees
or the Administrators, as the case may be, have the power and authority to execute pursuant to Section 2.6. 
 Section 2.13. Not
Responsible for Recitals or Issuance of Securities. The recitals contained in this Declaration and the Securities shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The
Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration, the Debentures or the Securities. 

Section 2.14. Duration of Trust. The Trust, unless dissolved pursuant to the provisions of Article VII hereof, shall have existence for
five (5) years from the Maturity Date. 
 Section 2.15. Mergers (a) The Trust may not consolidate, amalgamate, merge
with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except as described in this Section 2.15 and except with respect to the distribution of
Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I. 
 (b) The Trust
may, with the consent of the Administrators (which consent will not be unreasonably withheld) and without the consent of the Institutional Trustee, the Delaware Trustee or the Holders of the Capital Securities, consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any State; provided, that: 
 (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either: 
 (A) expressly assumes all of the obligations of the Trust under the Securities; or 
  

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 (B) substitutes for the Securities other securities having substantially the same terms
as the Securities (the “Successor Securities”) so that the Successor Securities rank the same as the Securities rank with respect to Distributions and payments upon Liquidation, redemption and otherwise; 
 (ii) the Sponsor expressly appoints, as the holder of the Debentures, a trustee of the Successor Entity that possesses the same powers and
duties as the Institutional Trustee; 
 (iii) the Capital Securities or any Successor Securities (excluding any securities
substituted for the Common Securities) are listed or quoted, or any Successor Securities will be listed or quoted upon notification of issuance, on any national securities exchange or with another organization on which the Capital Securities are
then listed or quoted, if any; 
 (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not cause the rating on the Capital Securities (including any Successor Securities) to be downgraded or withdrawn by any nationally recognized statistical rating organization, if the Capital Securities are then rated; 
 (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of such Holders’ interests in the Successor Entity as a result of such merger, consolidation,
amalgamation or replacement); 
 (vi) such Successor Entity has a purpose substantially identical to that of the Trust;

 (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust has received
a written opinion of a nationally recognized independent counsel to the Trust experienced in such matters to the effect that: 
 (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material
respect (other than with respect to any dilution of the Holders’ interests in the Successor Entity); 
 (B) following
such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the 
  

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 Successor Entity will be required to register as an Investment Company; and 
 (C) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust (or the Successor Entity)
will continue to be classified as a grantor trust for United States federal income tax purposes; 
 (viii) the Sponsor
guarantees the obligations of such Successor Entity under the Successor Securities to the same extent provided by the Indenture, the Guarantee, the Debentures and this Declaration; and 
 (ix) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Institutional Trustee shall have
received an Officers’ Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent of this paragraph (b) to such transaction have been satisfied. 
 (c) Notwithstanding Section 2.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity to be classified as other than a grantor trust for United States federal income tax
purposes. 
 ARTICLE III 
 SPONSOR

 Section 3.1. Sponsor’s Purchase of Common Securities. On the Closing Date, the Sponsor will purchase all of the Common
Securities issued by the Trust, in an amount at least equal to 3% of the capital of the Trust, at the same time as the Capital Securities are sold. 
 Section 3.2. Responsibilities of the Sponsor. In connection with the issue and sale of the Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in, or direct the Administrators to engage
in, the following activities: 
 (a) to determine the States in which to take appropriate action to qualify or register for sale all or part
of the Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust,
as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; 
  

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 (b) to prepare for filing and request the Administrators to cause the filing by the Trust, as may be
appropriate, of an application to the PORTAL system, for listing or quotation upon notice of issuance of any Capital Securities, as requested by the Holders of not less than a Majority in liquidation amount of the Capital Securities; and 

(c) to negotiate the terms of and/or execute and deliver on behalf of the Trust, the Purchase Agreement and other related agreements providing for the
sale of the Capital Securities. 
 ARTICLE IV 
 TRUSTEES AND ADMINISTRATORS 
 Section 4.1. Number of Trustees. The number of Trustees initially
shall be two, and: 
 (a) at any time before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the
number of Trustees; and 
 (b) after the issuance of any Securities, the number of Trustees may be increased or decreased by vote of the
Holder of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holder of the Common Securities; provided, however, that there shall be a Delaware Trustee if required by Section 4.2; and
there shall always be one Trustee who shall be the Institutional Trustee, and such Trustee may also serve as Delaware Trustee if it meets the applicable requirements, in which case Section 2.11 shall have no application to such entity in its
capacity as Institutional Trustee. 
 Section 4.2. Delaware Trustee. If required by the Statutory Trust Act, one Trustee (the
“Delaware Trustee”) shall be: 
 (a) a natural person who is a resident of the State of Delaware; or 
 (b) if not a natural person, an entity which is organized under the laws of the United States or any State thereof or the District of Columbia, has its
principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law, including §3807 of the Statutory Trust Act. 
 Section 4.3. Institutional Trustee; Eligibility. (a) There shall at all times be one Trustee which shall act as Institutional Trustee which shall: 
 (i) not be an Affiliate of the Sponsor; 
 (ii) not offer or provide credit or credit enhancement to the Trust; and 
 (iii) be a banking
corporation or national association organized and doing business under the laws of the United States of America or any State 
  

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 thereof or of the District of Columbia and authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, State or District of Columbia authority. If such corporation or national association publishes reports
of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 4.3(a)(iii), the combined capital and surplus of such corporation or
national association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 
 (b) If at any time the Institutional Trustee shall cease to be eligible to so act under Section 4.3(a), the Institutional Trustee shall immediately resign in the manner and with the effect set forth in Section 4.7. 
 (c) If the Institutional Trustee has or shall acquire any “conflicting interest” within the meaning of § 310(b) of the Trust Indenture
Act, the Institutional Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to this Declaration. 
 (d) The initial Institutional Trustee shall be Wilmington Trust Company. 
 Section 4.4. Certain
Qualifications of the Delaware Trustee Generally. The Delaware Trustee shall be a U.S. Person and either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers. 
 Section 4.5. Administrators. Each Administrator shall be a U.S. Person. There shall at all times be at least one Administrator. Except where
a requirement for action by a specific number of Administrators is expressly set forth in this Declaration and except with respect to any action the taking of which is the subject of a meeting of the Administrators, any action required or permitted
to be taken by the Administrators may be taken by, and any power of the Administrators may be exercised by, or with the consent of, any one such Administrator acting alone. 
 Section 4.6. Initial Delaware Trustee. The initial Delaware Trustee shall be Wilmington Trust Company. 
 Section 4.7. Appointment, Removal and Resignation of the Trustees and the Administrators. 
 (a) No resignation or removal of any Trustee (the “Relevant Trustee”) and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of this Section 4.7. 
 (b) Subject to Section 4.7(a), a Relevant Trustee may resign at any time by giving written notice thereof to the Holders of the Securities and by appointing a successor 
  

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 Relevant Trustee. Upon the resignation of the Institutional Trustee, the Institutional Trustee shall appoint a successor
by requesting from at least three Persons meeting the eligibility requirements their expenses and charges to serve as the successor Institutional Trustee on a form provided by the Administrators, and selecting the Person who agrees to the lowest
expense and charges (the “Successor Institutional Trustee”). If the instrument of acceptance by the successor Relevant Trustee required by this Section 4.7 shall not have been delivered to the Relevant Trustee within 60 days after the
giving of such notice of resignation or delivery of the instrument of removal, the Relevant Trustee may petition, at the expense of the Trust, any federal, State or District of Columbia court of competent jurisdiction for the appointment of a
successor Relevant Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Relevant Trustee. The Institutional Trustee shall have no liability for the selection of such successor pursuant to this
Section 4.7. 
 (c) Unless an Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by an act
of the Holders of a Majority in liquidation amount of the Common Securities. If any Trustee shall be so removed, the Holders of the Common Securities, by act of the Holders of a Majority in liquidation amount of the Common Securities delivered to
the Relevant Trustee, shall promptly appoint a successor Relevant Trustee, and such successor Trustee shall comply with the applicable requirements of this Section 4.7. If an Event of Default shall have occurred and be continuing, the
Institutional Trustee or the Delaware Trustee, or both of them, may be removed by the act of the Holders of a Majority in liquidation amount of the Capital Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of
the Trust). If any Trustee shall be so removed, the Holders of Capital Securities, by act of the Holders of a Majority in liquidation amount of the Capital Securities then outstanding delivered to the Relevant Trustee, shall promptly appoint a
successor Relevant Trustee or Trustees, and such successor Trustee shall comply with the applicable requirements of this Section 4.7. If no successor Relevant Trustee shall have been so appointed by the Holders of a Majority in liquidation
amount of the Capital Securities and accepted appointment in the manner required by this Section 4.7 within 30 days after delivery of an instrument of removal, the Relevant Trustee or any Holder who has been a Holder of the Securities for at
least six months may, on behalf of himself and all others similarly situated, petition any federal, State or District of Columbia court of competent jurisdiction for the appointment of a successor Relevant Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a successor Relevant Trustee or Trustees. 
 (d) The Institutional Trustee
shall give notice of each resignation and each removal of a Trustee and each appointment of a successor Trustee to all Holders and to the Sponsor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate
Trust Office if it is the Institutional Trustee. 
 (e) Notwithstanding the foregoing or any other provision of this Declaration, in the
event a Delaware Trustee who is a natural person dies or is adjudged by a court to have become incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Institutional Trustee following the
procedures in this Section 4.7 
  

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 (with the successor being a Person who satisfies the eligibility requirement for a Delaware Trustee set forth in this
Declaration) (the “Successor Delaware Trustee”). 
 (f) In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each successor Relevant Trustee with respect to the Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Securities and the Trust and
(ii) shall add to or change any of the provisions of this Declaration as shall be necessary to provide for or facilitate the administration of the Trust by more than one Relevant Trustee, it being understood that nothing herein or in such
amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Trust or any successor Relevant Trustee, such
retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the Securities and the Trust
subject to the payment of all unpaid fees, expenses and indemnities of such retiring Relevant Trustee. 
 (g) No Institutional Trustee or
Delaware Trustee shall be liable for the acts or omissions to act of any Successor Institutional Trustee or Successor Delaware Trustee, as the case may be. 
 (h) The Holders of the Capital Securities will have no right to vote to appoint, remove or replace the Administrators, which voting rights are vested exclusively in the Holders of the Common Securities. 
 (i) Any successor Delaware Trustee shall file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying
the name and principal place of business of such Delaware Trustee in the State of Delaware. 
 Section 4.8. Vacancies Among
Trustees. If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 4.1, or if the number of Trustees is increased pursuant to Section 4.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Trustees or, if there are more than two, a majority of the Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance
with Section 4.7. 
 Section 4.9. Effect of Vacancies. The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust or terminate this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is
filled by the 
  

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 appointment of a Trustee in accordance with Section 4.7, the Institutional Trustee shall have all the powers granted
to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. 
 Section 4.10. Meetings of the
Trustees and the Administrators. Meetings of the Trustees or the Administrators shall be held from time to time upon the call of any Trustee or Administrator, as applicable. Regular meetings of the Trustees and the Administrators, respectively,
may be in person in the United States or by telephone, at a place (if applicable) and time fixed by resolution of the Trustees or the Administrators, as applicable. Notice of any in-person meetings of the Trustees or the Administrators shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Trustees or the Administrators or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of
the meeting. The presence (whether in person or by telephone) of a Trustee or an Administrator, as the case may be, at a meeting shall constitute a waiver of notice of such meeting except where a Trustee or an Administrator, as the case may be,
attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this Declaration, any action of the Trustees or the
Administrators, as the case may be, may be taken at a meeting by vote of a majority of the Trustees or the Administrators present (whether in person or by telephone) and eligible to vote with respect to such matter; provided, that, in the
case of the Administrators, a Quorum is present, or without a meeting by the unanimous written consent of the Trustees or the Administrators, as the case may be. Meetings of the Trustees and the Administrators together shall be held from time to
time upon the call of any Trustee or Administrator. 
 Section 4.11. Delegation of Power. (a) Any Trustee or any
Administrator, as the case may be, may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 that is a U.S. Person his or her power for the purpose of executing any documents, instruments or
other writings contemplated in Section 2.6. 
 (b) The Trustees shall have power to delegate from time to time to such of their number
or to any officer of the Trust that is a U.S. Person, the doing of such things and the execution of such instruments or other writings either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, to
the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein. 
 Section 4.12. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Institutional Trustee or the Delaware Trustee, as the case may be, may be merged or converted or with which either may be
consolidated, or any Person resulting from any merger, conversion or consolidation to which the Institutional Trustee or the Delaware Trustee, as the case may be, shall be a party, or any Person succeeding to all or substantially all the corporate
trust business of the Institutional Trustee or the Delaware Trustee, as the case may 
  

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 be, shall be the successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, provided such Person shall be otherwise qualified and eligible under this Article and, provided, further, that such Person shall file an
amendment to the Certificate of Trust with the Secretary of State of the State of Delaware as contemplated in Section 4.7(i). 
 ARTICLE
V 
 DISTRIBUTIONS 
 Section 5.1. Distributions. Holders shall receive Distributions in accordance with the applicable terms of the relevant Holder’s Securities. Distributions shall be made on the Capital Securities and the Common Securities in
accordance with the preferences set forth in their respective terms. If and to the extent that the Debenture Issuer makes a payment of interest (including any Additional Interest or Deferred Interest) or premium, if any, on and/or principal on the
Debentures held by the Institutional Trustee (the amount of any such payment being a “Payment Amount”), the Institutional Trustee shall and is directed, to the extent funds are available in the Property Account for that purpose, to make a
distribution (a “Distribution”) of the Payment Amount to Holders. For the avoidance of doubt, funds in the Property Account shall not be distributed to Holders to the extent of any taxes payable by the Trust, in the case of withholding
taxes, as determined by the Institutional Trustee or any Paying Agent and, in the case of taxes other than withholding taxes, as determined by the Administrators in a written notice to the Institutional Trustee. 
 ARTICLE VI 
 ISSUANCE OF SECURITIES

 Section 6.1. General Provisions Regarding Securities. 
 (a) The Administrators shall on behalf of the Trust issue one series of capital securities, evidenced by a certificate substantially in the form of
Exhibit A-1, representing undivided beneficial interests in the assets of the Trust and having such terms as are set forth in Annex I (the “Capital Securities”), and one series of common securities, evidenced by a certificate
substantially in the form of Exhibit A-2, representing undivided beneficial interests in the assets of the Trust and having such terms as are set forth in Annex I (the “Common Securities”). The Trust shall issue no securities or other
interests in the assets of the Trust other than the Capital Securities and the Common Securities. The Capital Securities rank pari passu and payment thereon shall be made Pro Rata with the Common Securities except that, where an Event of
Default has occurred and is continuing, the rights of Holders of the Common Securities to payment in respect of Distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights to payment of the Holders of the
Capital Securities. 
 (b) The Certificates shall be signed on behalf of the Trust by one or more Administrators. Such signature shall be the
facsimile or manual signature of any Administrator. 
  

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 In case any Administrator of the Trust who shall have signed any of the Securities shall cease to be such Administrator
before the Certificates so signed shall be delivered by the Trust, such Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Administrator. Any Certificate may be signed on behalf of
the Trust by such person who, at the actual date of execution of such Certificate, shall be an Administrator of the Trust, although at the date of the execution and delivery of the Declaration any such person was not such an Administrator. A Capital
Security shall not be valid until the Certificate evidencing it is authenticated by the manual or facsimile signature of an Authorized Officer of the Institutional Trustee. Such signature shall be conclusive evidence that the Certificate evidencing
such Capital Security has been authenticated under this Declaration. Upon written order of the Trust signed by one Administrator, the Institutional Trustee shall authenticate one or more Certificates evidencing the Capital Securities for original
issue. The Institutional Trustee may appoint an authenticating agent that is a U.S. Person acceptable to the Trust to authenticate Certificates evidencing the Capital Securities. A Common Security need not be so authenticated and shall be valid upon
execution by one or more Administrators. 
 (c) The consideration received by the Trust for the issuance of the Securities shall constitute a
contribution to the capital of the Trust and shall not constitute a loan to the Trust. 
 (d) Upon issuance of the Securities as provided in
this Declaration, the Securities so issued shall be deemed to be validly issued, fully paid and non-assessable, and each Holder thereof shall be entitled to the benefits provided by this Declaration. 
 (e) Every Person, by virtue of having become a Holder in accordance with the terms of this Declaration, shall be deemed to have expressly assented and
agreed to the terms of, and shall be bound by, this Declaration and the Guarantee. 
 Section 6.2. Paying Agent, Transfer Agent,
Calculation Agent and Registrar. 
 (a) The Trust shall maintain in Wilmington, Delaware, an office or agency where the Securities may be
presented for payment (the “Paying Agent”), and an office or agency where Securities may be presented for registration of transfer or exchange (the “Transfer Agent”). The Trust shall keep or cause to be kept at such office or
agency a register (the “Securities Register”) for the purpose of registering Securities and transfers and exchanges of Securities, such Securities Register to be held by a registrar (the “Registrar”). The Administrators may
appoint the Paying Agent, the Registrar and the Transfer Agent, and may appoint one or more additional Paying Agents, one or more co-Registrars, or one or more co-Transfer Agents in such other locations as it shall determine. The term “Paying
Agent” includes any additional Paying Agent, the term “Registrar” includes any additional Registrar or co-Registrar and the term “Transfer Agent” includes any additional Transfer Agent or co-Transfer Agent. The
Administrators may change any Paying Agent, Transfer Agent or Registrar at any time without prior notice to any Holder. The Administrators shall notify the Institutional Trustee of the name and address of any Paying Agent, Transfer Agent and
Registrar not a party to this Declaration. The Administrators hereby initially appoint the Institutional Trustee to act as 
  

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 Paying Agent, Transfer Agent and Registrar for the Capital Securities and the Common Securities at its Corporate Trust
Office. The Institutional Trustee or any of its Affiliates in the United States may act as Paying Agent, Transfer Agent or Registrar. 
 (b)
The Trust shall also appoint a Calculation Agent, which shall determine the Coupon Rate in accordance with the terms of the Securities. The Trust initially appoints the Institutional Trustee as Calculation Agent. 
 Section 6.3. Form and Dating. 
 (a) The Capital Securities shall be evidenced by one or more Certificates and the Institutional Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A-1, and the Common Securities shall be
evidenced by one or more Certificates substantially in the form of Exhibit A-2, each of which is hereby incorporated in and expressly made a part of this Declaration. Certificates may be typed, printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrators, as conclusively evidenced by their execution thereof. Certificates evidencing Securities may have letters, numbers, notations or other marks of identification or
designation and such legends or endorsements required by law, stock exchange rule, agreements to which the Trust is subject, if any, or usage (provided, that any such notation, legend or endorsement is in a form acceptable to the Sponsor).
The Trust at the direction of the Sponsor shall furnish any such legend not contained in Exhibit A-1 to the Institutional Trustee in writing. Each Capital Security Certificate shall be dated the date of its authentication. The terms and provisions
of the Securities set forth in Annex I and the forms of Certificates set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration and to the extent applicable, the Institutional Trustee, the Delaware Trustee, the Administrators
and the Sponsor, by their execution and delivery of this Declaration, expressly agree to such terms and provisions and to be bound thereby. Capital Securities will be issued only in blocks having an aggregate liquidation amount of not less than
$100,000. 
 (b) The Capital Securities are being offered and sold by the Trust pursuant to the Purchase Agreement in definitive form,
registered in the name of the Holder thereof, without coupons and with the Restricted Securities Legend. 
 Section 6.4. Mutilated,
Destroyed, Lost or Stolen Certificates. If: 
 (a) any mutilated Certificate should be surrendered to the Registrar, or if the Registrar
shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate; and 
 (b) the related Holder shall deliver
to the Registrar, the Administrators and the Institutional Trustee such security or indemnity as may be required by them to keep each of them harmless; then, in the absence of notice that such Certificate shall have been acquired by a bona fide
purchaser, an Administrator on behalf of the Trust shall execute (and in the case of a Capital Security Certificate, the Institutional Trustee shall authenticate) and deliver to such Holder, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new 
  

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 Certificate of like denomination. In connection with the issuance of any new Certificate under this Section 6.4, the
Registrar or the Administrators may require such Holder to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any Certificate executed and delivered pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. 
 Section 6.5. Temporary Certificates. Until definitive Certificates are ready for delivery, the Administrators may prepare and execute on
behalf of the Trust and, in the case of Capital Security Certificates, the Institutional Trustee shall authenticate, temporary Certificates. Temporary Certificates shall be substantially in the form of definitive Certificates but may have variations
that the Administrators consider appropriate for temporary Certificates. Without unreasonable delay, the Administrators shall prepare and execute on behalf of the Trust and, in the case of the Capital Security Certificates, the Institutional Trustee
shall authenticate definitive Certificates in exchange for temporary Certificates. 
 Section 6.6. Cancellation. The
Administrators at any time may deliver Certificates evidencing Securities to the Institutional Trustee for cancellation. The Registrar shall forward to the Institutional Trustee any Certificates evidencing Securities surrendered to it for
registration of transfer, redemption or payment. The Institutional Trustee shall promptly cancel all Certificates surrendered for registration of transfer, payment, replacement or cancellation and shall dispose of such canceled Certificates as the
Administrators direct. The Administrators may not issue new Certificates to replace Certificates evidencing Securities that have been paid or, except for Certificates surrendered for purposes of the transfer or exchange of the Securities evidenced
thereby, that have been delivered to the Institutional Trustee for cancellation. 
 Section 6.7. Rights of Holders; Waivers of Past
Defaults. 
 (a) The legal title to the Trust Property is vested exclusively in the Institutional Trustee (in its capacity as such) in
accordance with Section 2.5, and the Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Trust conferred by their Securities and they shall have no right to call for any partition
or division of property, profits or rights of the Trust except as described below. The Securities shall be personal property giving only the rights specifically set forth therein and in this Declaration. The Securities shall have no, and the
issuance of the Securities shall not be subject to, preemptive or other similar rights and when issued and delivered to Holders against payment of the purchase price therefor, the Securities will be fully paid and nonassessable by the Trust.

 (b) For so long as any Capital Securities remain outstanding, if, upon an Indenture Event of Default pursuant to Section 5.01(b),
5.01(e) or 5.01(f) of the Indenture the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures fail to declare the principal of all of the Debentures to be immediately due and payable, the
Holders of not less than a Majority in liquidation amount of the Capital 
  

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 Securities then outstanding shall have the right to make such declaration by a notice in writing to the Institutional
Trustee, the Sponsor and the Debenture Trustee. 
 (c) At any time after the acceleration of maturity of the Debentures has been made and
before a judgment or decree for payment of the money due has been obtained by the Debenture Trustee as provided in the Indenture, if the Institutional Trustee, subject to the provisions hereof, fails to annul any such acceleration and waive such
default, the Holders of not less than a Majority in liquidation amount of the Capital Securities, by written notice to the Institutional Trustee, the Sponsor and the Debenture Trustee, may rescind and annul such acceleration and its consequences if:

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

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 the day the Institutional Trustee receives such notice. The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may
be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day that is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be,
shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of
declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.7. 
 (f) Except as otherwise provided in this Section 6.7, the Holders of
not less than a Majority in liquidation amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive any past Default or Event of Default and its consequences. Upon such waiver, any such Default or Event of
Default shall cease to exist, and any Default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon. 
 ARTICLE VII 
 DISSOLUTION AND TERMINATION OF TRUST 
 Section 7.1. Dissolution and Termination of Trust.
(a) The Trust shall dissolve on the first to occur of : 
 (i) unless earlier dissolved, on March 6, 2042, the
expiration of the term of the Trust; 
 (ii) a Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture
Issuer; 
 (iii) (other than in connection with a merger, consolidation or similar transaction not prohibited by the
Indenture, this Declaration or the Guarantee, as the case may be) the filing of a certificate of dissolution or its equivalent with respect to the Sponsor or upon the revocation of the charter of the Sponsor and the expiration of 90 days after the
date of revocation without a reinstatement thereof; 
 (iv) the distribution of the Debentures to the Holders of the
Securities, upon exercise of the right of the Holders of all of the outstanding Common Securities to dissolve the Trust as provided in Annex I hereto; 
 (v) the entry of a decree of judicial dissolution of any Holder of the Common Securities, the Sponsor, the Trust or the Debenture Issuer; 
  

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 (vi) when all of the Securities shall have been called for redemption and the amounts
necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; or 
 (vii) before the issuance of any Securities, with the consent of all of the Trustees and the Sponsor. 
 (b) As soon as is
practicable after the occurrence of an event referred to in Section 7.1(a), and after satisfaction of liabilities to creditors of the Trust as required by applicable law, including Section 3808 of the Statutory Trust Act, and subject to
the terms set forth in Annex I, the Institutional Trustee shall terminate the Trust by filing a certificate of cancellation with the Secretary of State of the State of Delaware. 
 (c) The provisions of Section 2.9 and Article IX shall survive the termination of the Trust. 
 ARTICLE VIII 
 TRANSFER OF INTERESTS

 Section 8.1. General. (a) Where a Holder of Capital Securities delivers to the Registrar in accordance with this
Declaration a request to register a transfer of such Holder’s Capital Securities or to exchange them for an equal aggregate liquidation amount of Capital Securities represented by different Certificates, the Registrar shall register the
transfer or make the exchange when the requirements specified in this Article VIII for such transfer or exchange are met. To facilitate registrations of transfers and exchanges, the Trust shall execute and the Institutional Trustee shall
authenticate Capital Security Certificates at the Registrar’s request. 
 (b) Upon issuance of the Common Securities, the Sponsor shall
acquire and retain beneficial and record ownership of the Common Securities and, for so long as the Securities remain outstanding, the Sponsor shall maintain 100% ownership of the Common Securities; provided, however, that any
permitted successor of the Sponsor under the Indenture that is a U.S. Person may succeed to the Sponsor’s ownership of the Common Securities. 
 (c) Capital Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration and in the terms of the Capital Securities. To the fullest extent permitted by applicable law,
any transfer or purported transfer of any Security not made in accordance with this Declaration shall be null and void and will be deemed to be of no legal effect whatsoever and any such purported transferee shall be deemed not to be the Holder of
such Capital Securities for any purpose, including, but not limited to, the receipt of Distributions on such Capital Securities, and such transferee shall be deemed to have no interest whatsoever in such Capital Securities. 
 (d) The Registrar shall provide in the Securities Register for the registration of Securities and of transfers of Securities, which will be effected
without charge but only upon payment (with such indemnity as the Registrar may reasonably require) in respect of any tax or 
  

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 other governmental charges that may be imposed in relation to it. Upon its receipt of the documents required under this
Section 8.1(d) for registration of transfer of any Securities, the Registrar shall register in the Securities Register, in the name of the designated transferee or transferees, the Securities being transferred and thereupon, for all purposes of
this Declaration, such transfer shall be effective and such transferee or transferees shall be, and such transferor shall no longer be, the Holder of the transferred Securities. Upon the registration of transfer of a Security pursuant to the terms
of this Declaration in the name of the new Holder thereof, such Security shall constitute the same Security as the Security so transferred and shall be entitled to the same benefits under this Declaration as the Security so transferred. The
Registrar shall, and is authorized to, record and register in the Securities Register the transfer of a Security upon the Registrar’s receipt of originals or copies (which may be by facsimile or other form of electronic transmission) of
(i) a written instrument of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing, and (ii) if such Security is being transferred other than in
accordance with Section 8.4, a certificate substantially in the form set forth as Exhibit B or C, as applicable, hereto, executed by the transferor or transferee, as applicable; thereupon, the Registrar is authorized to confirm in writing to
the transferee and, if requested, to the transferor of such Security that such transfer has been registered in the Securities Register and that such transferee is the Holder of such Security. The Certificate evidencing the Security so transferred,
duly endorsed by the transferor, shall be surrendered to the Registrar at the time the transfer conditions specified in the immediately preceding sentence are satisfied or within five (5) Business Days after the Registrar has registered the
transfer of such Security on the Securities Register, and promptly after such surrender, an Administrator on behalf of the Trust shall execute and, in the case of a Capital Security Certificate, the Institutional Trustee shall, and is authorized to,
authenticate a Certificate in the name of the transferee as the new Holder of the Security evidenced thereby. Until the Certificate evidencing the Security so transferred is surrendered to the Registrar, such Security may not be transferred by such
new Holder. Each Certificate surrendered in connection with a registration of transfer shall be canceled by the Institutional Trustee pursuant to Section 6.6. A transferee of a Security shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the registration of such transfer in the Securities Register. Each such transferee shall be deemed to have agreed to be bound by this Declaration. 
 (e) Neither the Trust nor the Registrar shall be required (i) to issue Certificates representing Securities or register the transfer of or exchange
any Securities, during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed
to have been given to all Holders of the Securities to be redeemed, or (ii) to register the transfer or exchange of any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in
part. 
 Section 8.2. Transfer Procedures and Restrictions. 
 (a) The Certificates evidencing Capital Securities shall bear the Restricted Securities Legend (as defined below), which shall not be removed unless there
is delivered to the Trust such satisfactory evidence, which may include an opinion of counsel reasonably acceptable 
  

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 to the Trustee, as may be reasonably required by the Trust, that neither the Restricted Securities Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act or to ensure that such Securities are not “restricted” within the meaning of Rule 144 under the
Securities Act. Upon provision of such satisfactory evidence, the Institutional Trustee, at the written direction of the Trust, shall authenticate and deliver Capital Securities Certificates that do not bear the Restricted Securities Legend in
exchange for the Capital Securities Certificates bearing the Restricted Securities Legend. 
 (b) Without the written consent of the Sponsor,
Capital Securities may only be transferred: (i) to a QIB if the instrument of transfer is accompanied by a certificate of the transferor substantially in the form set forth as Exhibit C hereto; or (ii) otherwise than to a QIB if the
instrument of transfer is accompanied by a certificate of the transferee substantially in the form set forth as Exhibit B hereto. Each certificate furnished pursuant to this Section 8.2(b) may be an original or a copy (which may be furnished by
facsimile or other form of electronic transmission). 
 (c) Except as permitted by Section 8.2(a), each Certificate evidencing a Capital
Security shall bear a legend (the “Restricted Securities Legend”) in substantially the following form: 
 THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE ISSUER’S AND THE TRUST’S 
  

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 RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) ABOVE TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. 
 THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT. 
 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT
ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A
“PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY
INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1, 84-14, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION
UNDER SECTION 408(B)(17) OF ERISA OR ANOTHER APPLICABLE EXEMPTION. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN
EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF
THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. 
  

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 (d) Capital Securities may only be transferred in minimum blocks of $100,000 aggregate liquidation amount
(100 Capital Securities) and multiples of $1,000 in excess thereof. Any attempted transfer of Capital Securities in a block having an aggregate liquidation amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever.
Any such purported transferee shall be deemed not to be a Holder of such Capital Securities for any purpose, including, but not limited to, the receipt of Distributions on such Capital Securities, and such purported transferee shall be deemed to
have no interest whatsoever in such Capital Securities. 
 Section 8.3. Deemed Security Holders. The Trust, the Administrators,
the Trustees, the Paying Agent, the Transfer Agent or the Registrar may treat the Person in whose name any Security shall be registered on the Securities Register of the Trust as the sole Holder and owner of such Security for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Security on the part of any other Person, whether or not the Trust, the Administrators, the
Trustees, the Paying Agent, the Transfer Agent or the Registrar shall have actual or other notice thereof. 
 Section 8.4. Transfer
of Initial Securities. Notwithstanding the foregoing provisions of this Article VIII or any other provision of this Declaration (including all Annexes and Exhibits hereto) to the contrary, any or all of the Capital Securities initially issued to
Zions First National Bank (the “Initial Securities”) may be transferred by Zions First National Bank to any transferee selected by it that meets the parameters specified below and, upon delivery to the Registrar, of originals or copies
(which may be by facsimile or other form of electronic transmission) of a written instrument of transfer in form reasonably satisfactory to the Registrar duly executed by Zions First National Bank or Zions First National Bank’s attorney duly
authorized in writing (it being understood that no signature guarantee shall be required), then the Registrar shall, and is authorized to, record and register on the Securities Register the transfer of such Initial Securities to such transferee;
thereupon, the Registrar is authorized to confirm in writing to the transferee and, if requested, to the transferor of such Initial Securities that such transfer has been registered in the Securities Register and that such transferee is the Holder
of such Initial Securities; provided, however, that Zions First National Bank, by its acceptance thereof, agrees that it may not transfer any Initial Securities to any transferee that is not a permitted transferee as provided herein
and in the legend attached to the Certificate representing any Capital Security. The Certificate evidencing the Initial Securities to be transferred, duly endorsed by Zions First National Bank, shall be surrendered to the Registrar at the time the
transfer conditions specified in the immediately preceding sentence are satisfied or within five (5) Business Days after the Registrar has registered the transfer of such Initial Securities in the Securities Register, and promptly after such
surrender, an Administrator on behalf of the Trust shall execute and, in the case of a Capital Security Certificate, the Institutional Trustee shall, and is authorized to, authenticate a Certificate in the name of the transferee as the new Holder of
the Initial Securities evidenced thereby. Until the Certificate evidencing the Initial Securities so transferred is surrendered to the Registrar, such Initial Securities may not be transferred by such new Holder. No other conditions, restrictions or
other provisions of this Declaration or any other document shall apply to a transfer of Initial Securities by Zions First National Bank. 
  

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

(b) The Holder of the Common Securities shall be liable for all of the debts and obligations of the Trust (other than with respect to the Securities)
to the extent not satisfied out of the Trust’s assets. 
 (c) Pursuant to § 3803(a) of the Statutory Trust Act, the Holders of the
Securities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware, except as otherwise specifically set forth
herein. 
 Section 9.2. Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration or by law, except that an Indemnified Person (other than an Administrator) shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person’s negligence or willful misconduct with respect to such acts or omissions and except that an Administrator shall be liable for any such loss, damage or claim incurred by reason of such
Administrator’s gross negligence or willful misconduct with respect to such acts or omissions. 
 (b) An Indemnified Person shall be
fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other
Person’s professional or expert competence and, if selected by such Indemnified Person, has been selected by such Indemnified Person with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to
the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Securities might properly be paid. 
 Section 9.3. Fiduciary Duty. (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties)
and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration shall 
  

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 not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this
Declaration. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the Institutional Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of the Indemnified Person. 
 (b) Whenever in
this Declaration an Indemnified Person is permitted or required to make a decision: 
 (i) in its “discretion” or
under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or
factors affecting the Trust or any other Person; or 
 (ii) in its “good faith” or under another express standard,
the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration or by applicable law. 
 Section 9.4. Indemnification. (a) (i) The Sponsor shall indemnify, to the fullest extent permitted by law, any Indemnified Person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that such Person is or was an Indemnified Person
against expenses (including attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding if such Person acted in good faith and
in a manner such Person reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which such
Person reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful. 
  

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

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 the foregoing, no advance shall be made by the Sponsor if a determination is reasonably and promptly made
(1) in the case of a Company Indemnified Person (A) by the Administrators by a majority vote of a Quorum of disinterested Administrators, (B) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested
Administrators so directs, by independent legal counsel in a written opinion or (C) by the Common Security Holder of the Trust, that, based upon the facts known to the Administrators, counsel or the Common Security Holder at the time such
determination is made, such Indemnified Person acted in bad faith or in a manner that such Person either believed to be opposed to or did not believe to be in the best interests of the Trust, or, with respect to any criminal proceeding, that such
Indemnified Person believed or had reasonable cause to believe such conduct was unlawful, or (2) in the case of a Fiduciary Indemnified Person, by independent legal counsel in a written opinion that, based upon the facts known to the counsel at
the time such determination is made, such Indemnified Person acted in bad faith or in a manner that such Indemnified Person either believed to be opposed to or did not believe to be in the best interests of the Trust, or, with respect to any
criminal proceeding, that such Indemnified Person believed or had reasonable cause to believe such conduct was unlawful. In no event shall any advance be made (i) to a Company Indemnified Person in instances where the Administrators,
independent legal counsel or the Common Security Holder reasonably determine that such Person deliberately breached such Person’s duty to the Trust or its Common or Capital Security Holders or (ii) to a Fiduciary Indemnified Person in
instances where independent legal counsel promptly and reasonably determines in a written opinion that such Person deliberately breached such Person’s duty to the Trust or its Common or Capital Security Holders. 
 (b) The Sponsor shall indemnify, to the fullest extent permitted by applicable law, each Indemnified Person from and against any and all loss, damage,
liability, tax (other than taxes based on the income of such Indemnified Person), penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person arising out of or in connection with or by reason of the creation,
administration or termination of the Trust, or any act or omission of such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Declaration, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage, liability, tax, penalty, expense or claim incurred by such Indemnified Person by reason of negligence or
willful misconduct with respect to such acts or omissions. 
 (c) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this Section 9.4 shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of stockholders or
disinterested directors of the Sponsor or Capital Security Holders of the Trust or otherwise, both as to action in such Person’s official capacity and as to action in another capacity while holding such office. All rights to indemnification

  

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 under this Section 9.4 shall be deemed to be provided by a contract between the Sponsor and each Indemnified Person
who serves in such capacity at any time while this Section 9.4 is in effect. Any repeal or modification of this Section 9.4 shall not affect any rights or obligations then existing. 
 (d) The Sponsor or the Trust may purchase and maintain insurance on behalf of any Person who is or was an Indemnified Person against any liability
asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Sponsor would have the power to indemnify such Person against such liability under the provisions
of this Section 9.4. 
 (e) For purposes of this Section 9.4, references to “the Trust” shall include, in addition to the
resulting or surviving entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger, so that any Person who is or was a director, trustee, officer or employee of such constituent entity, or is or
was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 9.4 with respect to the resulting or surviving
entity as such Person would have with respect to such constituent entity if its separate existence had continued. 
 (f) The indemnification
and advancement of expenses provided by, or granted pursuant to, this Section 9.4 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an Indemnified Person and shall inure to the benefit of
the heirs, executors and administrators of such a Person. 
 (g) The provisions of this Section 9.4 shall survive the termination of
this Declaration or the earlier resignation or removal of the Institutional Trustee. The obligations of the Sponsor under this Section 9.4 to compensate and indemnify the Trustees and to pay or reimburse the Trustees for expenses, disbursements
and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustees as such, except funds held in
trust for the benefit of the Holders of particular Capital Securities, provided, that the Sponsor is the Holder of the Common Securities. 
 Section 9.5. Outside Businesses. Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee (subject to Section 4.3(c)) may engage in or possess an interest in other business ventures of any nature
or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Declaration in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. None of any Covered Person, the Sponsor, the Delaware Trustee or the Institutional Trustee
shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware
Trustee and the Institutional Trustee shall have the 
  

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 right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Institutional Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. 
 Section 9.6. Compensation; Fee. (a) The Sponsor agrees: 
 (i) to pay to the
Trustees from time to time such compensation for all services rendered by them hereunder as the parties shall agree in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust); and 
 (ii) except as otherwise expressly provided herein, to reimburse the Trustees upon
request for all reasonable, documented expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of their
respective agents and counsel), except any such expense, disbursement or advance attributable to their negligence or willful misconduct. 
 (b) The provisions of this Section 9.6 shall survive the dissolution of the Trust and the termination of this Declaration and the removal or resignation of any Trustee. 
 ARTICLE X 
 ACCOUNTING 
 Section 10.1. Fiscal Year. The fiscal year (the “Fiscal Year”) of the Trust shall be the calendar year, or such other year as is
required by the Code. 
 Section 10.2. Certain Accounting Matters. 
 (a) At all times during the existence of the Trust, the Administrators shall keep, or cause to be kept at the principal office of the Trust in the United
States, as defined for purposes of Treasury Regulations section 301.7701-7, full books of account, records and supporting documents, which shall reflect in reasonable detail each transaction of the Trust. The books of account shall be maintained on
the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied. 
 (b) The Sponsor shall
cause the Administrators to deliver to each Holder of the Securities: (i) if the Sponsor or any of its Subsidiaries is not then (x) subject to Section 13 or 15(d) of the Exchange Act or (y) exempt from reporting pursuant to Rule
12g3-2(b) thereunder, the information required by Rule 144A(d)(4) under the Securities Act, (ii) if the Sponsor is not 
  

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 then required to file Form FR Y-9C, the audited financial statements (or, if no audited financial statements are
prepared, the unaudited financial statements) of the Sponsor and any Subsidiaries within 90 days after the end of the Fiscal Year, and (iii) within 90 days after the end of each Fiscal Year of the Trust, annual financial statements of the
Trust, including a balance sheet of the Trust as of the end of such Fiscal Year, and the statements of income or loss for the Fiscal Year then ended, that are prepared at the principal office of the Trust in the United States, as defined for
purposes of Treasury Regulations section 301.7701-7. 
 (c) The Administrators shall cause to be duly prepared and delivered to each of the
Holders of Securities Form 1099 or such other annual United States federal income tax information statement required by the Code, containing such information with regard to the Securities held by each Holder as is required by the Code and the
Treasury Regulations. Notwithstanding any right under the Code to deliver any such statement at a later date, the Administrators shall endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust. 

(d) The Administrators shall cause to be duly prepared in the United States, as defined for purposes of Treasury Regulations section 301.7701-7, and
filed an annual United States federal income tax return on a Form 1041 or such other form required by United States federal income tax law, and any other annual income tax returns required to be filed by the Administrators on behalf of the Trust
with any state or local taxing authority. 
 (e) So long as the only Holder or beneficial owner of the Capital Securities is an entity that
holds a pool of trust preferred securities, debt securities and/or similar securities or a trustee thereof, the Administrators will cause the Sponsor’s reports on Form FR Y-9C to be delivered to the Holder promptly following their filing with
the Federal Reserve. 
 Section 10.3. Banking. The Trust shall maintain one or more bank accounts in the United States, as
defined for purposes of Treasury Regulations section 301.7701-7, in the name and for the sole benefit of the Trust; provided, however, that all payments of funds in respect of the Debentures held by the Institutional Trustee shall be
made directly to the Property Account and no other funds of the Trust shall be deposited in the Property Account. The sole signatories for such accounts (including the Property Account) shall be designated by the Institutional Trustee. 

Section 10.4. Withholding. The Institutional Trustee or any Paying Agent and the Administrators shall comply with all withholding
requirements under United States federal, state and local law. The Institutional Trustee or any Paying Agent shall request, and each Holder shall provide to the Institutional Trustee or any Paying Agent, such forms or certificates as are necessary
to establish an exemption from withholding with respect to the Holder, and any representations and forms as shall reasonably be requested by the Institutional Trustee or any Paying Agent to assist it in determining the extent of, and in fulfilling,
its withholding obligations. The Administrators shall file required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to the Holder to
applicable jurisdictions. To the extent that the 
  

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 Institutional Trustee or any Paying Agent is required to withhold and pay over any amounts to any authority with respect
to distributions or allocations to any Holder, the amount withheld shall be deemed to be a Distribution to the Holder in the amount of the withholding. In the event of any claimed overwithholding, Holders shall be limited to an action against the
applicable jurisdiction. If the amount required to be withheld was not withheld from actual Distributions made, the Institutional Trustee or any Paying Agent may reduce subsequent Distributions by the amount of such withholding. 
 ARTICLE XI 
 AMENDMENTS AND MEETINGS

 Section 11.1. Amendments. (a) Except as otherwise provided in this Declaration or by any applicable terms of the
Securities, this Declaration may only be amended by a written instrument approved and executed by 
 (i) the Institutional
Trustee, 
 (ii) if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, the
Delaware Trustee, 
 (iii) if the amendment affects the rights, powers, duties, obligations or immunities of the
Administrators, the Administrators, and 
 (iv) the Holders of a Majority in liquidation amount of the Common Securities.

 (b) Notwithstanding any other provision of this Article XI, no amendment shall be made, and any such purported amendment shall be void and
ineffective: 
 (i) unless the Institutional Trustee shall have first received 
 (A) an Officers’ Certificate from each of the Trust and the Sponsor that such amendment is permitted by, and conforms to, the terms
of this Declaration (including the terms of the Securities); and 
 (B) an opinion of counsel (who may be counsel to the
Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities) and that all conditions precedent to the execution and delivery of such amendment have been satisfied;
or 
 (ii) if the result of such amendment would be to 
 (A) cause the Trust to cease to be classified for purposes of United States federal income taxation as a grantor trust; 
  

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 (B) reduce or otherwise adversely affect the powers of the Institutional Trustee in
contravention of the Trust Indenture Act; 
 (C) cause the Trust to be deemed to be an Investment Company required to be
registered under the Investment Company Act; or 
 (D) cause the Debenture Issuer to be unable to treat an amount equal to
the Liquidation Amount of the Debentures as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies).

 (c) Except as provided in Section 11.1(d), (e) or (g), no amendment shall be made, and any such purported amendment shall be
void and ineffective, unless the Holders of a Majority in liquidation amount of the Capital Securities shall have consented to such amendment. 
 (d) In addition to and notwithstanding any other provision in this Declaration, without the consent of each affected Holder, this Declaration may not be amended to (i) change the amount or timing of any Distribution on the Securities
or otherwise adversely affect the amount of any Distribution required to be made in respect of the Securities as of a specified date or (ii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after
such date. 
 (e) Sections 9.1(b) and 9.1(c) and this Section 11.1 shall not be amended without the consent of all of the Holders of the
Securities. 
 (f) The rights of the Holders of the Capital Securities and Common Securities, as applicable, under Article IV to increase or
decrease the number of, and appoint and remove, Trustees shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Capital Securities or Common Securities, as applicable. 
 (g) This Declaration may be amended by the Institutional Trustee and the Holder of a Majority in liquidation amount of the Common Securities without the
consent of the Holders of the Capital Securities to: 
 (i) cure any ambiguity; 
 (ii) correct or supplement any provision in this Declaration that may be defective or inconsistent with any other provision of this
Declaration; 
 (iii) add to the covenants, restrictions or obligations of the Sponsor; or 
 (iv) modify, eliminate or add to any provision of this Declaration to such extent as may be necessary or desirable, including, without
limitation, to ensure that the Trust will be classified for United States federal income tax 
  

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 purposes at all times as a grantor trust and will not be required to register as an Investment Company
under the Investment Company Act (including without limitation to conform to any change in Rule 3a-5, Rule 3a-7 or any other applicable rule under the Investment Company Act or written change in interpretation or application thereof by any
legislative body, court, government agency or regulatory authority) which amendment does not have a material adverse effect on the right, preferences or privileges of the Holders of Securities; 
 provided, however, that no such modification, elimination or addition referred to in clauses (i), (ii), (iii) or (iv) shall adversely affect
the powers, preferences or rights of Holders of Capital Securities. 
 Section 11.2. Meetings of the Holders of the Securities;
Action by Written Consent. 
 (a) Meetings of the Holders of any class of Securities may be called at any time by the Administrators (or
as provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entitled to act under the terms of this Declaration, the terms of the Securities or the rules of any stock exchange on
which the Capital Securities are listed or admitted for trading, if any. The Administrators shall call a meeting of the Holders of such class if directed to do so by the Holders of not less than 10% in liquidation amount of such class of Securities.
Such direction shall be given by delivering to the Administrators one or more notices in a writing stating that the signing Holders of the Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to
be called. Any Holders of the Securities calling a meeting shall specify in writing the Certificates held by the Holders of the Securities exercising the right to call a meeting and only those Securities represented by such Certificates shall be
counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. 
 (b)
Except to the extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of Holders of the Securities: 
 (i) notice of any such meeting shall be given to all the Holders of the Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting. Whenever a vote, consent or
approval of the Holders of the Securities is permitted or required under this Declaration or the rules of any stock exchange on which the Capital Securities are listed or admitted for trading, if any, such vote, consent or approval may be given at a
meeting of the Holders of the Securities. Any action that may be taken at a meeting of the Holders of the Securities may be taken without a meeting if a consent in writing setting forth the action so taken is signed by the Holders of the Securities
owning not less than the minimum liquidation amount of Securities that would be necessary to authorize or take such action at a meeting at which all Holders of the Securities having a right to vote thereon were present and voting. Prompt notice of
the taking of action without a meeting shall be given to the Holders of the 
  

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 Securities entitled to vote who have not consented in writing. The Administrators may specify that any
written ballot submitted to the Holders of the Securities for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Administrators; 
 (ii) each Holder of a Security may authorize any Person to act for it by proxy on all matters in which a Holder of Securities is entitled
to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the Holder of the Securities executing it. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating
to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Securities were stockholders of a Delaware corporation; each meeting of the Holders of the Securities shall be conducted by the
Administrators or by such other Person that the Administrators may designate; and 
 (iii) unless the Statutory Trust Act,
this Declaration, the terms of the Securities, the Trust Indenture Act or the listing rules of any stock exchange on which the Capital Securities are then listed for trading, if any, otherwise provides, the Administrators, in their sole discretion,
shall establish all other provisions relating to meetings of Holders of Securities, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of the Securities, waiver of any such notice,
action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote; provided, however, that each meeting
shall be conducted in the United States (as that term is defined in Treasury Regulations section 301.7701-7). 
 ARTICLE XII 
 REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE 
 Section 12.1. Representations and Warranties of Institutional Trustee. The Trustee that acts as initial Institutional Trustee represents and warrants to the Trust and to the Sponsor at the date of this
Declaration, and each Successor Institutional Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Institutional Trustee’s acceptance of its appointment as Institutional Trustee, that: 
 (a) the Institutional Trustee is a banking corporation or national association with trust powers, duly organized, validly existing and in good standing
under the laws of the State of Delaware or the United States of America, respectively, with trust power and authority 
  

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 to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration; 
 (b) the Institutional Trustee has a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000); 
 (c) the Institutional Trustee is not an Affiliate of the Sponsor, nor does the Institutional Trustee offer or provide credit or credit enhancement to the
Trust; 
 (d) the execution, delivery and performance by the Institutional Trustee of this Declaration has been duly authorized by all
necessary action on the part of the Institutional Trustee, and this Declaration has been duly executed and delivered by the Institutional Trustee, and under Delaware law (excluding any securities laws) constitutes a legal, valid and binding
obligation of the Institutional Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors’ rights generally and to general
principles of equity and the discretion of the court (regardless of whether considered in a proceeding in equity or at law); 
 (e) the
execution, delivery and performance of this Declaration by the Institutional Trustee does not conflict with or constitute a breach of the charter or by-laws of the Institutional Trustee; and 
 (f) no consent, approval or authorization of, or registration with or notice to, any state or federal banking authority governing the trust powers of the
Institutional Trustee is required for the execution, delivery or performance by the Institutional Trustee of this Declaration. 
 Section 12.2. Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of this Declaration, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee that: 
 (a) if it is not a natural person, the Delaware Trustee is duly organized, validly existing and in good standing under the laws of the State of Delaware;

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

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 (c) if it is not a natural person, the execution, delivery and performance of this Declaration by the
Delaware Trustee does not conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee; 
 (d) it has trust power
and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration; 
 (e) no consent,
approval or authorization of, or registration with or notice to, any state or federal banking authority governing the trust powers of the Delaware Trustee is required for the execution, delivery or performance by the Delaware Trustee of this
Declaration; and 
 (f) the Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, it
is an entity which has its principal place of business in the State of Delaware and, in either case, a Person that satisfies for the Trust the requirements of Section 3807 of the Statutory Trust Act. 
 ARTICLE XIII 
 MISCELLANEOUS 
 Section 13.1. Notices. All notices provided for in this Declaration shall be in writing, duly signed by the party giving such notice, and
shall be delivered, telecopied (which telecopy shall be followed by notice delivered or mailed by first class mail) or mailed by first class mail, as follows: 
 (a) if given to the Trust, in care of the Administrators at the Trust’s mailing address set forth below (or such other address as the Trust may give notice of to the Holders of the Securities): 
 Beverly Hills Statutory Trust II 
 23901 Calabasas Road, Suite 1050 
 Calabasas, California 91302 
 Attention: Larry B. Faigin 
 Telecopy: 818-223-5487 
 Telephone: 818-223-5474 
 (b) if given to the Delaware Trustee, at the mailing address set forth below (or such other address as the Delaware Trustee may give notice of to the
Holders of the Securities): 
 Wilmington Trust Company 
 Rodney Square North 
 1100 North Market Street 
 Wilmington, Delaware 19890-0001 
 Attention: Corporate Capital Markets 
 Telecopy: (302) 636-4140 
  

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 Telephone: (302) 651-1000 
 (c) if given to the Institutional Trustee, at the Institutional Trustee’s mailing address set forth below (or such other address as the
Institutional Trustee may give notice of to the Holders of the Securities): 
 Wilmington Trust Company 
 Rodney Square North 
 1100 North Market Street 
 Wilmington, Delaware 19890-0001 
 Attention: Corporate Capital Markets 
 Telecopy: (302) 636-4140 
 Telephone: (302) 651-1000 
 (d) if given to the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the
Common Securities may give notice of to the Trust): 
 Beverly Hills Bancorp Inc. 
 23901 Calabasas Road, Suite 1050 
 Calabasas, California 91302 
 Attention: Larry B. Faigin 
 Telecopy: 818-223-5487 
 Telephone: 818-223-5474 
 (e) if given to any other Holder, at the address set forth on the books and
records of the Trust. 
 All such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first
class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the
date of such refusal or inability to deliver. 
 Section 13.2. Governing Law. This Declaration and the rights and obligations of
the parties hereunder shall be governed by and interpreted in accordance with the law of the State of Delaware and all rights, obligations and remedies shall be governed by such laws without regard to the principles of conflict of laws of the State
of Delaware or any other jurisdiction that would call for the application of the law of any jurisdiction other than the State of Delaware. 
 Section 13.3. Submission to Jurisdiction. 
 (a) Each of the parties hereto agrees that any suit, action or proceeding
arising out of or based upon this Declaration, or the transactions contemplated hereby, may be instituted in any of the courts of the State of New York and the United States District Courts, in each case 
  

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 located in the Borough of Manhattan, City and State of New York, and further agrees to submit to the jurisdiction of any
competent court in the place of its corporate domicile in respect of actions brought against it as a defendant. In addition, each such party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have
to the laying of the venue of such suit, action or proceeding brought in any such court and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and irrevocably
waives any right to which it may be entitled on account of its place of corporate domicile. Each such party hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Declaration or the
transactions contemplated hereby. Each such party agrees that final judgment in any proceedings brought in such a court shall be conclusive and binding upon it and may be enforced in any court to the jurisdiction of which it is subject by a suit
upon such judgment. 
 (b) Each of the Sponsor, the Trustees, the Administrators and the Holder of the Common Securities irrevocably consents
to the service of process on it in any such suit, action or proceeding in any such court by the mailing thereof by registered or certified mail, postage prepaid, to it at its address given in or pursuant to Section 13.1 hereof. 
 (c) To the extent permitted by law, nothing herein contained shall preclude any party from effecting service of process in any lawful manner or from
bringing any suit, action or proceeding in respect of this Declaration in any other state, country or place. 
 Section 13.4.
Intention of the Parties. It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust. The provisions of this Declaration shall be interpreted to further this
intention of the parties. 
 Section 13.5. Headings. Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or any provision hereof. 
 Section 13.6. Successors and
Assigns. Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the
Trustees shall bind and inure to the benefit of their respective successors and assigns, whether or not so expressed. 
 Section 13.7.
Partial Enforceability. If any provision of this Declaration, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be affected thereby. 
 Section 13.8. Counterparts. This
Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of the Trustees and Administrators to any of such counterpart signature pages. 
  

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 All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as
though all of the signers had signed a single signature page. 
  

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

							
	 WILMINGTON TRUST COMPANY,
as Delaware Trustee

		
	By:	 	  

	Name:	 		 		 	
	Title	 		 		 	
	
	 WILMINGTON TRUST COMPANY,
as Institutional Trustee

		
	By:	 	  

	Name:	 		 		 	
	Title:	 		 		 	
	
	 BEVERLY HILLS BANCORP INC.
as Sponsor

		
	By:	 	  

	Name:	 	Larry B. Faigin
	Title:	 	Chief Executive Officer
		
		 	  

		 	Name:	 	Larry B. Faigin
		 	Title:	 	Administrator
		
		 	  

		 	Name:	 	Takeo Sasaki
		 	Title:	 	Administrator


  

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 ANNEX I 
 TERMS OF 
 FLOATING RATE CAPITAL SECURITIES AND 
 FLOATING RATE COMMON SECURITIES 
 Pursuant to Section 6.1 of the Amended and
Restated Declaration of Trust, dated as of December 28, 2006 (as amended from time to time, the “Declaration”), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities
and the Common Securities are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration): 
 1. Designation and Number. 
 (a) Capital Securities. 5,000 Capital Securities of Beverly Hills Statutory Trust II (the
“Trust”), with an aggregate stated liquidation amount with respect to the assets of the Trust of FIVE MILLION Dollars ($5,000,000) and a stated liquidation amount with respect to the assets of the Trust of $1,000 per Capital Security, are
hereby designated for the purposes of identification only as the “Floating Rate Capital Securities” (the “Capital Securities”). The Capital Security Certificates evidencing the Capital Securities shall be substantially in the
form of Exhibit A-1 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Capital Securities are
listed, if any. 
 (b) Common Securities. 155 Common Securities of the Trust (the “Common Securities”) will be evidenced by Common
Security Certificates substantially in the form of Exhibit A-2 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice. In the absence of an Event of Default, the
Common Securities will have an aggregate stated liquidation amount with respect to the assets of the Trust of ONE HUNDRED FIFTY-FIVE THOUSAND Dollars ($155,000) and a stated liquidation amount with respect to the assets of the Trust of $1,000 per
Common Security. 
 2. Distributions. (a) Distributions payable on each Security will be payable at a variable per annum rate of
interest which, with respect to any Distribution Period (as defined herein), will be equal to LIBOR, as determined on the LIBOR Determination Date for such Distribution Period, plus 1.78% (the “Coupon Rate”), such rate being the rate of
interest payable on the Debentures to be held by the Institutional Trustee. Except as set forth below in respect of an Extension Period, Distributions in arrears for more than one Distribution Period will bear interest thereon compounded quarterly
at the applicable Coupon Rate for each such Distribution Period (to the extent permitted by applicable law). The term “Distributions” as used herein includes cash distributions, any such compounded distributions and any Additional Interest
payable on the Debentures unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds available in
the Property Account therefor. The amount of Distributions payable for any Distribution Period will be computed on the basis of a 360-day 
  

 A-I-1 








 year and the actual number of days elapsed in the relevant Distribution Period; provided, however, that
upon the occurrence of a Special Event redemption pursuant to paragraph 4(a) below the amounts payable pursuant to this Declaration shall be calculated as set forth in the definition of Special Redemption Price. 
 The term “Distribution Period” means the period from and including each Distribution Payment Date or, in the case of the first Distribution
Period, the original date of issuance of the Securities to, but excluding, the next succeeding Distribution Payment Date or, in the case of the last Distribution Period, the Redemption Date, Special Redemption Date or Maturity Date, as applicable.

 (b) LIBOR shall be determined by the Calculation Agent for each Distribution Period in accordance with the following provisions:

 (1) On the second LIBOR Business Day (provided, that on such day commercial banks are open for business (including
dealings in foreign currency deposits) in London (a “LIBOR Banking Day”), and otherwise the next preceding LIBOR Business Day that is also a LIBOR Banking Day) prior to March 6, June 6, September 6 and
December 6, as the case may be, immediately preceding the commencement of such Distribution Period (or, in the case of the first Distribution Period, prior to December 28, 2006), (each such day, a “LIBOR Determination Date”),
LIBOR shall equal the rate, as obtained by the Calculation Agent for three-month U.S. Dollar deposits in Europe, which appears on Telerate (as defined in the International Swaps and Derivatives Association, Inc. 2000 Interest Rate and Currency
Exchange Definitions) Page 3750 or such other page as may replace such Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date, as reported by Bloomberg Financial Markets Commodities News (or any successor service).
“LIBOR Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York, New York or Wilmington, Delaware are authorized or obligated by law or executive order to be closed. If
such rate is superseded on Telerate Page 3750 by a corrected rate before 12:00 noon (London time) on the same LIBOR Determination Date, the corrected rate as so substituted will be the applicable LIBOR for that LIBOR Determination Date. 

(2) If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750 as reported by Bloomberg Financial Markets
Commodities News or such other page as may replace such Telerate Page 3750, the Calculation Agent shall determine the arithmetic mean of the offered quotations of the Reference Banks (as defined below) to leading banks in the London interbank market
for three-month U.S. Dollar deposits in Europe (in an amount determined by the Calculation Agent) by reference to requests for quotations as of approximately 11:00 a.m. (London time) on the LIBOR Determination Date made by the Calculation Agent
to the Reference Banks. If, on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations, 
  

 A-I-2 








 LIBOR shall equal the arithmetic mean of such quotations. If, on any LIBOR Determination Date, only one
or none of the Reference Banks provide such a quotation, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that at least two leading banks in the City of New York (as selected by the Calculation Agent) are quoting on the
relevant LIBOR Determination Date for three-month U.S. Dollar deposits in Europe at approximately 11:00 a.m. (London time) (in an amount determined by the Calculation Agent). As used herein, “Reference Banks” means four major banks in
the London interbank market selected by the Calculation Agent. 
 (3) If the Calculation Agent is required but is unable to
determine a rate in accordance with at least one of the procedures provided above, LIBOR shall be LIBOR in effect on the previous LIBOR Determination Date (whether or not LIBOR for such period was in fact determined on such LIBOR Determination
Date). 
 (c) All percentages resulting from any calculations on the Securities will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will
be rounded to the nearest cent (with one-half cent being rounded upward). 
 (d) On each LIBOR Determination Date, the Calculation Agent
shall notify, in writing, the Sponsor and the Paying Agent of the applicable Coupon Rate in effect for the related Distribution Period. The Calculation Agent shall, upon the request of the Holder of any Securities, provide the Coupon Rate then in
effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Sponsor and the Holders of the Securities. The Paying Agent shall be entitled to rely on information
received from the Calculation Agent or the Sponsor as to the Coupon Rate. The Sponsor shall, from time to time, provide any necessary information to the Paying Agent relating to any original issue discount and interest on the Securities that is
included in any payment and reportable for taxable income calculation purposes. 
 (e) Distributions on the Securities will be cumulative,
will accrue from the date of original issuance, and will be payable, subject to extension of Distribution Periods as described herein, quarterly in arrears on March 6, June 6, September 6 and December 6 of each year,
commencing on March 6, 2007 (each, a “Distribution Payment Date”). The Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest payment period for up to 20
consecutive quarterly periods (each, an “Extension Period”) at any time and from time to time on the Debentures, subject to the conditions described below. During any Extension Period, interest will continue to accrue on the Debentures,
and interest on such accrued interest (such accrued interest and interest thereon referred to herein as “Deferred Interest”) will accrue at an annual rate equal to the Coupon Rate in effect for each such Extension Period, compounded
quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by 
  

 A-I-3 








 law. No Extension Period may end on a date other than a Distribution Payment Date. At the end of any such Extension
Period, the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures; provided, however, that no Extension Period may extend beyond the Maturity Date, Redemption Date or Special Redemption Date and
provided, further, that, during any such Extension Period, the Debenture Issuer may not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the
Debenture Issuer’s capital stock, (ii) make any payment due on or repay, repurchase or redeem any debt securities of the Debenture Issuer that rank pari passu in all respects with or junior in interest to the Debentures or
(iii) make any payment under any guarantees of the Debenture Issuer that rank pari passu in all respects with or junior in interest to the Guarantee (other than (a) repurchases, redemptions or other acquisitions of shares of capital
stock of the Debenture Issuer (I) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (II) in connection with a dividend
reinvestment or stockholder stock purchase plan or (III) in connection with the issuance of capital stock of the Debenture Issuer (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction
entered into prior to the occurrence of an event set forth in clause (i), (ii) or (iii) in Section 3.08 of the Indenture, (b) as a result of any exchange or conversion of any class or series of the Debenture Issuer’s capital
stock (or any capital stock of a subsidiary of the Debenture Issuer) for any class or series of the Debenture Issuer’s capital stock or of any class or series of the Debenture Issuer’s indebtedness for any class or series of the Debenture
Issuer’s capital stock, (c) the purchase of fractional interests in shares of the Debenture Issuer’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto or
(e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior in interest to such stock). Prior to the termination of any Extension Period, the Debenture Issuer may further extend such period, provided, that such period together with all such previous and further
consecutive extensions thereof shall not exceed 20 consecutive quarterly periods. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Debenture Issuer may commence a new Extension Period, subject to the
foregoing requirements. No interest or Deferred Interest (except any Additional Interest that may be due and payable) shall be due and payable during an Extension Period, except at the end thereof, but interest shall accrue upon each installment of
interest that would otherwise have been due and payable during such Extension Period until such installment is paid. If Distributions are deferred, the Distributions due shall be paid on the date that the related Extension Period terminates, or, if
such date is not a Distribution Payment Date, on the immediately following Distribution Payment Date, to Holders of the Securities as they appear on the books and records of the Trust on the record date immediately preceding such date. Distributions
on the Securities must be paid on the dates payable (after giving effect to any Extension Period) to the extent that the Trust has funds legally available for the payment of such distributions in the Property Account of the Trust. The Trust’s
funds available for Distribution to the Holders of the Securities will be limited to payments received from the Debenture Issuer. 
  

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 The payment of Distributions out of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

 (f) Distributions on the Securities will be payable to the Holders thereof as they appear on the books and records of the Registrar on the
relevant record dates. The relevant record dates shall be selected by the Administrators, which dates shall be 15 days before the relevant payment dates. Distributions payable on any Securities that are not punctually paid on any Distribution
Payment Date, as a result of the Debenture Issuer having failed to make a payment under the Debentures, as the case may be, when due (taking into account any Extension Period), will cease to be payable to the Person in whose name such Securities are
registered on the relevant record date, and such defaulted Distribution will instead be payable to the Person in whose name such Securities are registered on the special record date or other specified date determined in accordance with the
Indenture. If any Distribution Payment Date other than any date of redemption, falls on a day that is not a Business Day, then Distributions payable will be paid on, and such Distribution Payment Date will be moved to, the next succeeding Business
Day, and additional Distributions will accrue for each day that such payment is delayed as a result thereof. 
 (g) In the event that there
is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed pro rata (as defined herein) among the Holders of the Securities. 
 3. Liquidation Distribution Upon Dissolution. In the event of the voluntary or involuntary liquidation, dissolution, winding-up or termination of
the Trust (each, a “Liquidation”) other than in connection with a redemption of the Debentures, the Holders of the Securities will be entitled to receive out of the assets of the Trust available for distribution to Holders of the
Securities, after satisfaction of liabilities to creditors of the Trust (to the extent not satisfied by the Debenture Issuer), distributions equal to the aggregate of the stated liquidation amount of $1,000 per Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”), unless in connection with such Liquidation, the Debentures in an aggregate stated principal amount equal to the aggregate stated liquidation
amount of such Securities, with an interest rate equal to the Coupon Rate of, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on, and having the same record date as, such Securities, after paying or
making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act, shall be distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities.

 The Sponsor, as the Holder of all of the Common Securities, has the right at any time to dissolve the Trust (including without limitation
upon the occurrence of a Tax Event, an Investment Company Event or a Capital Treatment Event), subject to the receipt by the Debenture Issuer of prior approval from the Board of Governors of the Federal Reserve System (the “Federal
Reserve”), if then required under applicable capital guidelines or policies of the Federal Reserve and, after satisfaction of liabilities to creditors of the Trust, cause the 
  

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 Debentures to be distributed to the Holders of the Securities on a Pro Rata basis in accordance with the aggregate stated
liquidation amount thereof. 
 The Trust shall dissolve on the first to occur of (i) March 6, 2042, the expiration of the term of
the Trust, (ii) a Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture Issuer, (iii) (other than in connection with a merger, consolidation or similar transaction not prohibited by the Indenture, this Declaration or the
Guarantee, as the case may be) the filing of a certificate of dissolution of the Sponsor or upon the revocation of the charter of the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof, (iv) the
distribution to the Holders of the Securities of the Debentures, upon exercise of the right of the Holder of all of the outstanding Common Securities to dissolve the Trust as described above, (v) the entry of a decree of a judicial dissolution
of the Sponsor or the Trust, or (vi) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities. As soon
as practicable after the dissolution of the Trust and upon completion of the winding up of the Trust, the Trust shall terminate upon the filing of a certificate of cancellation with the Secretary of State of the State of Delaware. 
 If a Liquidation of the Trust occurs as described in clause (i), (ii), (iii) or (v) in the immediately preceding paragraph, the Trust shall be
liquidated by the Institutional Trustee of the Trust as expeditiously as such Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to the Holders of the
Securities, the Debentures on a Pro Rata basis to the extent not satisfied by the Debenture Issuer, unless such distribution is determined by the Institutional Trustee not to be practical, in which event such Holders will be entitled to receive out
of the assets of the Trust available for distribution to the Holders, after satisfaction of liabilities to creditors of the Trust to the extent not satisfied by the Debenture Issuer, an amount equal to the Liquidation Distribution. An early
Liquidation of the Trust pursuant to clause (iv) of the immediately preceding paragraph shall occur if the Institutional Trustee determines that such Liquidation is possible by distributing, after satisfaction of liabilities to creditors of
Trust, to the Holders of the Securities on a Pro Rata basis, the Debentures, and such distribution occurs. 
 If, upon any such Liquidation,
the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on such Capital Securities shall be paid
to the Holders of the Securities on a Pro Rata basis, except that if an Event of Default has occurred and is continuing, the Capital Securities shall have a preference over the Common Securities with regard to such distributions. 
 Upon any such Liquidation of the Trust involving a distribution of the Debentures, if at the time of such Liquidation, the Capital Securities were rated
by at least one nationally-recognized statistical rating organization, the Debenture Issuer will use its reasonable best efforts to obtain from at least one such or other rating organization a rating for the Debentures. 
  

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 After the date for any distribution of the Debentures upon dissolution of the Trust, (i) the
Securities of the Trust will be deemed to be no longer outstanding, (ii) any certificates representing the Securities will be deemed to represent undivided beneficial interests in such of the Debentures as have an aggregate principal amount
equal to the aggregate stated liquidation amount of, with an interest rate identical to the distribution rate of, and bearing accrued and unpaid interest equal to accrued and unpaid distributions on, the Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissuance (and until such certificates are so surrendered, no payments of interest or principal shall be made to Holders of Securities in respect of any payments due and payable under
the Debentures) and (iii) all rights of Holders of Securities under the Capital Securities or the Common Securities, as applicable, shall cease, except the right of such Holders to receive Debentures upon surrender of certificates representing
such Securities. 
 4. Redemption and Distribution. 
 (a) The Debentures will mature on March 6, 2037. The Debentures may be redeemed by the Debenture Issuer, in whole or in part, on any March 6, June 6, September 6 and December 6 on or
after March 6, 2012, at the Redemption Price, upon not less than 30 nor more than 60 days’ notice to Holders of such Debentures. In addition, upon the occurrence and continuation of a Tax Event, an Investment Company Event or a Capital
Treatment Event, the Debentures may be redeemed by the Debenture Issuer in whole but not in part, at any time within 90 days following the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be (the
“Special Redemption Date”), at the Special Redemption Price, upon not less than 30 nor more than 60 days’ notice to Holders of the Debentures so long as such Tax Event, Investment Company Event or Capital Treatment Event, as the case
may be, is continuing. In each case, the right of the Debenture Issuer to redeem the Debentures is subject to the Debenture Issuer having received prior approval from the Federal Reserve, if then required under applicable capital guidelines or
policies of the Federal Reserve. 
 “Tax Event” means the receipt by the Debenture Issuer and the Trust of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United States or any political subdivision or taxing authority
thereof or therein, or as a result of any official administrative pronouncement (including any private letter ruling, technical advice memorandum, regulatory procedure, notice or announcement)(an “Administrative Action”) or judicial
decision interpreting or applying such laws or regulations, regardless of whether such Administrative Action or judicial decision is issued to or in connection with a proceeding involving the Debenture Issuer or the Trust and whether or not subject
to review or appeal, which amendment, clarification, change, Administrative Action or decision is enacted, promulgated or announced, in each case on or after the date of original issuance of the Debentures, there is more than an insubstantial risk
that: (i) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on the Debentures; (ii) interest payable by the Debenture Issuer on the
Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by the Debenture Issuer, in whole or in part, for United States federal income tax 
  

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 purposes; or (iii) the Trust is, or will be within 90 days of the date of such opinion, subject to or otherwise
required to pay, or required to withhold from distributions to holders of Trust Securities, more than a de minimis amount of other taxes (including withholding taxes), duties, assessments or other governmental charges. 
 “Investment Company Event” means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the
effect that, as a result of a change in law or regulation or written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk
that the Trust is or, within 90 days of the date of such opinion will be, considered an “investment company” that is required to be registered under the Investment Company Act, which change becomes effective on or after the date of the
original issuance of the Debentures. 
 “Capital Treatment Event” means the receipt by the Debenture Issuer and the Trust of an
opinion of counsel experienced in such matters to the effect that, as a result of any amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision thereof or therein, or as the result of any official
or administrative pronouncement or action or decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of original issuance
of the Debentures, there is more than an insubstantial risk that the Debenture Issuer will not, within 90 days of the date of such opinion, be entitled to treat an amount equal to the aggregate Liquidation Amount of the Capital Securities as
“Tier 1 Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and
applicable to the Debenture Issuer; provided, however, that the distribution of the Debentures in connection with the Liquidation of the Trust by the Debenture Issuer shall not in and of itself constitute a Capital Treatment Event
unless such Liquidation shall have occurred in connection with a Tax Event or an Investment Company Event. 
 “Special Event” means
any of a Capital Treatment Event, a Tax Event or an Investment Company Event. 
 “Redemption Price” means 100% of the principal
amount of the Debentures being redeemed plus accrued and unpaid interest on such Debentures to the Redemption Date or, in the case of a redemption in full at maturity, the Maturity Date, or, in the case of a redemption due to the occurrence of a
Special Event, to the Special Redemption Date if such Special Redemption Date is on or after March 6, 2012. 
 “Special Redemption
Price” means, with respect to the redemption of any Debenture following a Special Event, an amount in cash equal to the percentage for the principal amount of the Debentures that is specified below for the Special Redemption Date plus unpaid
interest accrued thereon to the Special Redemption Date: 
  

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	 Special Event Redemption During Period Beginning On
	  	Percentage of Principal Amount
	 December 28, 2006
	  	104.40
	 March 6, 2008
	  	103.52
	 March 6, 2009
	  	102.64
	 March 6, 2010
	  	101.76
	 March 6, 2011
	  	100.88
	 March 6, 2012
	  	100.00

 “Redemption Date” means the date fixed for the redemption of Capital Securities, which
shall be any March 6, June 6, September 6 and December 6 on or after March 6, 2012. 
 (b) Upon the
repayment in full at maturity or redemption in whole or in part of the Debentures (other than following the distribution of the Debentures to the Holders of the Securities), the proceeds from such repayment or payment shall concurrently be applied
to redeem Pro Rata at the applicable Redemption Price or Special Redemption Price, as the case may be, Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid or redeemed;
provided, however, that holders of such Securities shall be given not less than 30 nor more than 60 days’ notice of such redemption (other than at the scheduled maturity of the Debentures). 
 (c) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata and
the Capital Securities to be redeemed will be as described in Section 4(e)(ii) below. 
 (d) The Trust may not redeem fewer than all the
outstanding Capital Securities unless all accrued and unpaid Distributions have been paid on all Capital Securities for all Distribution Periods terminating on or before the date of redemption. 
 (e) Redemption or Distribution Procedures. 
 (i) Notice of any redemption of, or notice of distribution of the Debentures in exchange for, the Securities (a “Redemption/Distribution Notice”) will be given by the Trust by mail to each Holder of
Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the
calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(e)(i), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class
mail, postage prepaid, to Holders of such Securities. Each Redemption/Distribution Notice shall be addressed to the Holders of such Securities at the address of each such Holder appearing on the books and records of the Registrar. No defect in the
Redemption/Distribution Notice or in the mailing thereof with respect to any 
  

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 Holder shall affect the validity of the redemption or exchange proceedings with respect to any other
Holder. 
 (ii) In the event that fewer than all the outstanding Securities are to be redeemed, the Securities to be redeemed
shall be redeemed Pro Rata from each Holder of Capital Securities. 
 (iii) If the Securities are to be redeemed and the Trust
gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures are redeemed as set out in this Section 4 (which notice will be irrevocable), then, provided, that the Institutional Trustee has a sufficient
amount of cash in connection with the related redemption or maturity of the Debentures, the Institutional Trustee will pay the relevant redemption price to the Holders of such Securities by check mailed to the address of each such Holder appearing
on the books and records of the Trust on the redemption date. If a Redemption/Distribution Notice shall have been given and funds deposited as required, then immediately prior to the close of business on the date of such deposit, Distributions will
cease to accrue on the Securities so called for redemption and all rights of Holders of such Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the applicable redemption price specified in
Section 4(a), but without interest on such redemption price. If any date fixed for redemption of Securities is not a Business Day, then payment of any such redemption price payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date fixed for redemption. If payment of the redemption price in respect of any Securities is improperly withheld or refused and not paid either by the Trust or by the Debenture Issuer as guarantor pursuant to the
Guarantee, Distributions on such Securities will continue to accrue at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption
for purposes of calculating the redemption price. In the event of any redemption of the Capital Securities issued by the Trust in part, the Trust shall not be required to (i) issue, register the transfer of or exchange any Security during a
period beginning at the opening of business 15 days before any selection for redemption of the Capital Securities and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all
Holders of the Capital Securities to be so redeemed or (ii) register the transfer of or exchange any Capital Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Capital Securities being redeemed
in part. 
 (iv) Redemption/Distribution Notices shall be sent by the Administrators on behalf of the Trust (A) in
respect of the Capital Securities, to the Holders thereof, and (B) in respect of the Common Securities, to the Holder thereof. 
  

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

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 Institutional Trustee determines in good faith that the withholding of such notice is in the interest of the Holders of
such Capital Securities, except where the default relates to the payment of principal of or interest on any of the Debentures. Such notice shall state that such Indenture Event of Default also constitutes an Event of Default hereunder. Except with
respect to directing the time, method and place of conducting a proceeding for a remedy, the Institutional Trustee shall not take any of the actions described in clause (i), (ii) or (iii) above unless the Institutional Trustee has obtained
an opinion of tax counsel to the effect that, as a result of such action, the Trust will not be classified as other than a grantor trust for United States federal income tax purposes. 
 In the event the consent of the Institutional Trustee, as the holder of the Debentures is required under the Indenture with respect to any amendment,
modification or termination of the Indenture, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment,
modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of a Super Majority,
the Institutional Trustee may only give such consent at the written direction of the Holders of not less than the proportion in liquidation amount of such Securities outstanding which the relevant Super Majority represents of the aggregate principal
amount of the Debentures outstanding. The Institutional Trustee shall not take any such action in accordance with the written directions of the Holders of the Securities unless the Institutional Trustee has obtained an opinion of tax counsel to the
effect that, as a result of such action, the Trust will not be classified as other than a grantor trust for United States federal income tax purposes. 
 A waiver of an Indenture Event of Default will constitute a waiver of the corresponding Event of Default hereunder. Any required approval or direction of Holders of the Capital Securities may be given at a separate
meeting of Holders of the Capital Securities convened for such purpose, at a meeting of all of the Holders of the Securities in the Trust or pursuant to written consent. The Institutional Trustee will cause a notice of any meeting at which Holders
of the Capital Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder of record of the Capital Securities. Each such notice will include a statement setting
forth the following information (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. No vote or consent of the Holders of the Capital Securities will be required for the Trust to redeem and cancel Capital Securities or to
distribute the Debentures in accordance with the Declaration and the terms of the Securities. 
 Notwithstanding that Holders of the Capital
Securities are entitled to vote or consent under any of the circumstances described above, any of the Capital Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall not entitle the Holder thereof to vote or consent and shall,
for purposes of such vote or consent, be treated as if such Capital Securities were not outstanding. 
  

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 In no event will Holders of the Capital Securities have the right to vote to appoint, remove or replace
the Administrators, which voting rights are vested exclusively in the Sponsor as the Holder of all of the Common Securities of the Trust. Under certain circumstances as more fully described in the Declaration, Holders of Capital Securities have the
right to vote to appoint, remove or replace the Institutional Trustee and the Delaware Trustee. 
 6. Voting Rights - Common
Securities. (a) Except as provided under Sections 6(b), 6(c) and 7 and as otherwise required by law and the Declaration, the Common Securities will have no voting rights. 
 (b) The Holders of the Common Securities are entitled, in accordance with Article IV of the Declaration, to vote to appoint, remove or replace any
Administrators. 
 (c) Subject to Section 6.7 of the Declaration and only after each Event of Default (if any) with respect to the
Capital Securities has been cured, waived or otherwise eliminated and subject to the requirements of the second to last sentence of this paragraph, the Holders of a Majority in liquidation amount of the Common Securities, voting separately as a
class, may direct the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under the Declaration, including
(i) directing the time, method, place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waiving any past
default and its consequences that are waivable under the Indenture, or (iii) exercising any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, provided, however, that, where
a consent or action under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent or take such action at the written direction of the Holders of not less than the proportion in liquidation amount of the
Common Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. Notwithstanding this Section 6(c), the Institutional Trustee shall not revoke any action previously authorized or
approved by a vote or consent of the Holders of the Capital Securities. Other than with respect to directing the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee or the Debenture Trustee as
set forth above, the Institutional Trustee shall not take any action described in clause (i), (ii) or (iii) above, unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor trust on account of such action. If the Institutional Trustee fails to enforce its rights under the Declaration, to the fullest extent permitted by law any Holder of the
Common Securities may institute a legal proceeding directly against any Person to enforce the Institutional Trustee’s rights under the Declaration, without first instituting a legal proceeding against the Institutional Trustee or any other
Person. 
 Any approval or direction of Holders of the Common Securities may be given at a separate meeting of Holders of the Common
Securities convened for such purpose, at a meeting of all of the Holders of the Securities in the Trust or pursuant to written consent. The Administrators will cause a notice of any meeting at which Holders of the Common Securities 
  

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 are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken, to be mailed
to each Holder of the Common Securities. Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at
such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. 
 No vote or consent of the Holders of the Common Securities will be required for the Trust to redeem and cancel Common Securities or to distribute the
Debentures in accordance with the Declaration and the terms of the Securities. 
 7. Amendments to Declaration and Indenture.
(a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect the powers,
preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding
Securities, voting together as a single class, will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of not less than a Majority in liquidation amount of
the Securities affected thereby; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected class will
be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of a Majority in liquidation amount of such class of Securities. 
 (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment,
modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to
such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require a Super
Majority, the Institutional Trustee may only give such consent at the written direction of the Holders of not less than the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal
amount of the Debentures outstanding. 
 (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if
such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional
Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. 
 (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption 
  

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 or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as
can be given either at law or equity. 
 8. Pro Rata. A reference in these terms of the Securities to any payment, distribution or
treatment as being “Pro Rata” shall mean pro rata to each Holder of the Securities according to the aggregate liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default has occurred and is continuing, in which case any funds available to make such payment shall be paid first to each Holder of the Capital Securities Pro Rata according to
the aggregate liquidation amount of the Capital Securities held by the relevant Holder relative to the aggregate liquidation amount of all Capital Securities outstanding, and only after satisfaction of all amounts owed to the Holders of the Capital
Securities, to each Holder of the Common Securities Pro Rata according to the aggregate liquidation amount of the Common Securities held by the relevant Holder relative to the aggregate liquidation amount of all Common Securities outstanding.

 9. Ranking. The Capital Securities rank pari passu with, and payment thereon shall be made Pro Rata with, the Common
Securities except that, where an Event of Default has occurred and is continuing, the rights of Holders of the Common Securities to receive payment of Distributions and payments upon liquidation, redemption and otherwise are subordinated to the
rights of the Holders of the Capital Securities with the result that no payment of any Distribution on, or redemption price of, any Common Security, and no other payment on account of redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions on all outstanding Capital Securities for all distribution periods terminating on or prior thereto, or in the case of payment of the redemption
price the full amount of such redemption price on all outstanding Capital Securities then called for redemption, shall have been made or provided for, and all funds immediately available to the Institutional Trustee shall first be applied to the
payment in full in cash of all Distributions on, or the redemption price of, the Capital Securities then due and payable. 
 10.
Acceptance of Guarantee and Indenture. Each Holder of the Capital Securities and the Common Securities, by the acceptance of such Securities, agrees to the provisions of the Guarantee, including the subordination provisions therein and to the
provisions of the Indenture. 
 11. No Preemptive Rights. The Holders of the Securities shall have no, and the issuance of the
Securities is not subject to, preemptive or similar rights to subscribe for any additional securities. 
  

 A-I-15 








 12. Miscellaneous. These terms constitute a part of the Declaration. The Sponsor will provide a
copy of the Declaration, the Guarantee, and the Indenture to a Holder without charge on written request to the Sponsor at its principal place of business. 
  

 A-I-16 








 EXHIBIT A-1 
 FORM OF CAPITAL SECURITY CERTIFICATE 
 [FORM OF FACE OF SECURITY] 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER
OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN “ACCREDITED INVESTOR,” FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE DEBENTURE ISSUER’S AND THE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY
WITH THE FOREGOING RESTRICTIONS. 
 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT
ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT. 
 THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, 
  

 A-1-1 








 INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY
PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1, 84-14, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(B)(17) OF ERISA OR ANOTHER APPLICABLE EXEMPTION. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION
AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. 
  

 A-1-2 









			
	Certificate Number [            ]	  	Number of Capital Securities [            ]

 Certificate Evidencing Capital Securities 
 of 
 Beverly Hills Statutory Trust II 
 Floating Rate Capital Securities 
 (liquidation amount $1,000 per Capital Security) 
 Beverly Hills Statutory Trust II, a statutory trust created under the laws of
the State of Delaware (the “Trust”), hereby certifies that TFINN & CO. (the “Holder”) is the registered owner of 5,000 capital securities of the Trust representing undivided beneficial interests in the assets of the Trust,
designated the Floating Rate Capital Securities (liquidation amount $1,000 per Capital Security) (the “Capital Securities”). Subject to the Declaration (as defined below), the Capital Securities are transferable on the books and records of
the Trust, in person or by a duly authorized attorney, upon surrender of this Certificate duly endorsed and in proper form for transfer. The Capital Securities represented hereby are issued pursuant to, and the designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital Securities shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of December 28, 2006, among Larry B.
Faigin and Takeo Sasaki, as Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, Beverly Hills Bancorp Inc., as Sponsor, and the holders from time to time of undivided beneficial
interests in the assets of the Trust, including the designation of the terms of the Capital Securities as set forth in Annex I to the Declaration, as the same may be amended from time to time (the “Declaration”). Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture
to the Holder without charge upon written request to the Sponsor at its principal place of business. 
 By acceptance of this Certificate,
the Holder is bound by the Declaration and is entitled to the benefits thereunder. 
 By acceptance of this Certificate, the Holder agrees to
treat, for United States federal income tax purposes, the Debentures as indebtedness and the Capital Securities as evidence of beneficial ownership in the Debentures. 
 This Certificate and the Capital Securities evidenced hereby are governed by, and shall be construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws. 

This Certificate may contain more than one counterpart of the signature page and this Certificate may be executed and authenticated by the affixing of
the signature of an 
  

 A-1-3 








 Administrator on behalf of the Trust, and the signature of the Institutional Trustee providing authentication, to any of
such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though the Trust had executed, and the Institutional Trustee had authenticated, a single
signature page. 
  

 A-1-4 








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

			
	BEVERLY HILLS STATUTORY TRUST II
		
	By:	 	  

	Name:	 	Larry B. Faigin
	Title:	 	Administrator
		
	Dated:	 	  



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

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

		 	Authorized Officer
		
	Dated:	 	  



  

 A-1-5 








 [FORM OF REVERSE OF SECURITY] 
 Distributions payable on each Capital Security will be payable at a variable per annum rate of interest, which, with respect to any Distribution Period
(as defined herein) will be equal to LIBOR (as defined in the Declaration) plus 1.78% (the “Coupon Rate”), such rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee. Except as set forth below in
respect of an Extension Period, Distributions in arrears for more than one Distribution Period will bear interest thereon compounded quarterly at the applicable Coupon Rate for each such Distribution Period (to the extent permitted by applicable
law). The term “Distributions” as used herein includes cash distributions, any such compounded distributions and any Additional Interest payable on the Debentures unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds legally available in the Property Account therefor. The amount of Distributions payable for any Distribution
Period will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant Distribution Period. 
 Except
as otherwise described below, Distributions on the Capital Securities will be cumulative, will accrue from the date of original issuance and will be payable quarterly in arrears on March 6, June 6, September 6 and
December 6 of each year, commencing on March 6, 2007 (each, a “Distribution Payment Date”). The Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest payment
period for up to 20 consecutive quarterly periods (each, an “Extension Period”) at any time and from time to time on the Debentures, subject to the conditions described below. During any Extension Period, interest will continue to accrue
on the Debentures, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as “Deferred Interest”) will accrue at an annual rate equal to the Coupon Rate in effect for each such Extension
Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by law. No Extension Period may end on a date other than a Distribution Payment Date. At the end
of any such Extension Period, the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures; provided, however, that no Extension Period may extend beyond the Maturity Date, Redemption Date or Special
Redemption Date. Prior to the termination of any Extension Period, the Debenture Issuer may further extend such period, provided, that such period together with all such previous and further consecutive extensions thereof shall not exceed 20
consecutive quarterly periods, or extend beyond the Maturity Date, Redemption Date or Special Redemption Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Debenture Issuer may commence a new
Extension Period, subject to the foregoing requirements. No interest or Deferred Interest (except any Additional Interest that may be due and payable) shall be due and payable during an Extension Period, except at the end thereof, but interest shall
accrue upon each installment of interest that would otherwise have been due and payable during such Extension Period until such installment is paid. If Distributions are deferred, the Distributions due shall be paid on the date that the related
Extension Period terminates to Holders of the Securities as they appear on the books and records of the Trust on the record date immediately preceding such date. Distributions on the Securities must be paid on the dates payable (after giving effect
to any Extension Period) to the extent that the Trust has funds legally available for the payment of such distributions in the Property Account of the Trust. The Trust’s funds available for Distribution to the Holders of the Securities will be

  

 A-1-6 








 limited to payments received from the Debenture Issuer. The payment of Distributions out of moneys held by the Trust is
guaranteed by the Guarantor pursuant to the Guarantee. 
 The Capital Securities shall be redeemable as provided in the Declaration.

  

 A-1-7 








 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned assigns and transfers the Capital Securities evidenced by this Capital Security Certificate to: 
                                       
               
                                       
               
                                       
               
 (Insert assignee’s social security or tax identification
number) 
                                       
               
                                       
               
                                       
               
 (Insert address and zip code of assignee), 
 and irrevocably appoints
                                        
                                        
                                 as agent to transfer the Capital Securities evidenced
by this Capital Security Certificate on the books of the Trust. The agent may substitute another to act for it, him or her. 
 Date:
                                     
 Signature:
                                        

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


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

  

 A-1-8 








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

  

 A-2-1 









			
	Certificate Number [            ]	  	Number of Common Securities [            ]

 Certificate Evidencing Common Securities 
 of 
 BEVERLY HILLS STATUTORY TRUST II 
 Beverly Hills Statutory Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that
Beverly Hills Bancorp Inc. (the “Holder”) is the registered owner of 155 common securities of the Trust representing undivided beneficial interests in the assets of the Trust (liquidation amount $1,000 per Common Security)(the “Common
Securities”). The Common Securities represented hereby are issued pursuant to, and the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of December 28, 2006, among Larry B. Faigin and Takeo Sasaki, as Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Institutional Trustee, the Holder, as Sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Trust, including the designation of the terms of the Common Securities as set forth in Annex I to the
Declaration, as the same may be amended from time to time (the “Declaration”). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Sponsor will provide a copy of the Declaration and the
Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. 
 As set forth in the
Declaration, when an Event of Default has occurred and is continuing, the rights of Holders of Common Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are subordinated to the rights of payment
of Holders of the Capital Securities. 
 By acceptance of this Certificate, the Holder is bound by the Declaration and is entitled to the
benefits thereunder. 
 By acceptance of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the
Debentures as indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures. 
 This Certificate and
the Common Securities evidenced hereby are governed by, and shall be construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws. 
  

 A-2-2 








 IN WITNESS WHEREOF, the Trust has executed this Certificate this      day of
                    , 20     . 
  

			
	BEVERLY HILLS STATUTORY TRUST II
		
	By:	 	  

	Name:	 	Larry B. Faigin
	Title:	 	Administrator


  

 A-2-3 








 [FORM OF REVERSE OF SECURITY] 
 Distributions payable on each Common Security will be identical in amount to the Distributions payable on each Capital Security, which is at a variable
per annum rate of interest, which, with respect to any Distribution Period (as defined herein) will be equal to LIBOR (as defined in the Declaration) plus 1.78% (the “Coupon Rate”), such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Except as set forth below in respect of an Extension Period, Distributions in arrears for more than one Distribution Period will bear interest thereon compounded quarterly at the applicable Coupon
Rate for each such Distribution Period (to the extent permitted by applicable law). The term “Distributions” as used herein includes cash distributions, any such compounded distributions and any Additional Interest payable on the
Debentures unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds legally available in the
Property Account therefor. The amount of Distributions payable for any Distribution Period will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant Distribution Period. 
 Except as otherwise described below, Distributions on the Common Securities will be cumulative, will accrue from the date of original issuance and will
be payable quarterly in arrears on March 6, June 6, September 6 and December 6 of each year, commencing on March 6, 2007 (each, a “Distribution Payment Date”). The Debenture Issuer has the right under the
Indenture to defer payments of interest on the Debentures by extending the interest payment period for up to 20 consecutive quarterly periods (each, an “Extension Period”) at any time and from time to time on the Debentures, subject to the
conditions described below. During any Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as “Deferred Interest”) will
accrue at an annual rate equal to the Coupon Rate in effect for each such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by law. No
Extension Period may end on a date other than a Distribution Payment Date. At the end of any such Extension Period, the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures; provided, however, that
no Extension Period may extend beyond the Maturity Date, Redemption Date or Special Redemption Date. Prior to the termination of any Extension Period, the Debenture Issuer may further extend such period, provided, that such period together
with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date, Redemption Date or Special Redemption Date. Upon the termination of any Extension Period and
upon the payment of all Deferred Interest, the Debenture Issuer may commence a new Extension Period, subject to the foregoing requirements. No interest or Deferred Interest (except any Additional Interest that may be due and payable) shall be due
and payable during an Extension Period, except at the end thereof, but interest shall accrue upon each installment of interest that would otherwise have been due and payable during such Extension Period until such installment is paid. If
Distributions are deferred, the Distributions due shall be paid on the date that the related Extension Period terminates to Holders of the Securities as they appear on the books and records of the Trust on 
  

 A-2-4 








 the record date immediately preceding such date. Distributions on the Securities must be paid on the dates payable (after
giving effect to any Extension Period) to the extent that the Trust has funds legally available for the payment of such distributions in the Property Account of the Trust. The Trust’s funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture Issuer. The payment of Distributions out of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee. 
 The Common Securities shall be redeemable as provided in the Declaration. 
  

 A-2-5 








 ASSIGNMENT 
 FOR VALUE RECEIVED, the undersigned assigns and transfers the Common Securities evidenced by this Common Security Certificate to: 
                                       
               
                                       
               
                                       
               
 (Insert assignee’s social security or tax identification
number) 
                                       
               
                                       
               
                                       
               
 (Insert address and zip code of assignee), 
 and irrevocably appoints
                                        
                                        
                                 as agent to transfer the Common Securities evidenced
by this Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. 
 Date:
                                     
 Signature:
                                        

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


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

  

 A-2-6 








 EXHIBIT B 
 FORM OF TRANSFEREE CERTIFICATE 
 TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS 
             , [    ] 
 Beverly Hills Bancorp Inc. 
 Beverly Hills Statutory Trust II 
 23901 Calabasas Road, Suite 1050 
 Calabasas, California 91302 
  

	Re:	Purchase of $1,000 stated liquidation amount of Floating Rate Capital Securities 

 (the “Capital Securities”) of Beverly Hills Statutory Trust II 
 Ladies and Gentlemen: 
 In connection with our purchase of the Capital Securities we confirm that: 
 1. We understand that the Floating Rate Capital Securities (the “Capital Securities”) of Beverly Hills Statutory Trust II (the “Trust”) (including the guarantee (the “Guarantee”) of
Beverly Hills Bancorp Inc. (the “Company”) executed in connection therewith) and the Floating Rate Junior Subordinated Debt Securities due 2037 of the Company (the “Subordinated Debt Securities”) (the Capital Securities, the
Guarantee and the Subordinated Debt Securities together being referred to herein as the “Offered Securities”), have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered
or sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing the Capital Securities that, if we decide to offer, sell or otherwise transfer any such Capital
Securities, such offer, sale or transfer will be made only (a) to the Company or the Trust, (b) pursuant to Rule 144A under the Securities Act, to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a
“QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (c) pursuant to an exemption from registration, to an “accredited
investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring Capital Securities for its own account or for the account of such an accredited investor for investment
purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, or (d) pursuant to another available exemption from the registration requirements of the Securities Act, and
in each of the foregoing cases in accordance with any applicable state securities laws and any requirements of law that govern the disposition of our property. The foregoing restrictions on resale will not apply subsequent to the date on which, in
the written opinion of counsel, the Capital Securities are not “restricted securities” within the meaning of Rule 144 under the Securities Act. If any resale or other transfer of the Capital Securities is proposed to be made pursuant to
clause (c) or (d) above, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Institutional Trustee as Transfer Agent, 
  

 B-1 








 which shall provide as applicable, among other things, that the transferee is an “accredited investor” within
the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring such Securities for investment purposes and not for distribution in violation of the Securities Act. We acknowledge on our behalf
and on behalf of any investor account for which we are purchasing Securities that the Trust and the Company reserve the right prior to any offer, sale or other transfer pursuant to clause (c) or (d) to require the delivery of any opinion
of counsel, certifications and/or other information satisfactory to the Trust and the Company. We understand that the certificates for any Capital Security that we receive will bear a legend substantially to the effect of the foregoing. 

2. We are an “accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the
Securities Act purchasing for our own account or for the account of such an “accredited investor,” and we are acquiring the Capital Securities for investment purposes and not with view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act, and we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Capital Securities, and we and any account for
which we are acting are each able to bear the economic risks of our or its investment. 
 3. We are acquiring the Capital Securities
purchased by us for our own account (or for one or more accounts as to each of which we exercise sole investment discretion and have authority to make, and do make, the statements contained in this letter) and not with a view to any distribution of
the Capital Securities, subject, nevertheless, to the understanding that the disposition of our property will at all times be and remain within our control. 
 4. In the event that we purchase any Capital Securities or any Subordinated Debt Securities, we will acquire such Capital Securities having an aggregate stated liquidation amount of not less than $100,000 or such
Subordinated Debt Securities having an aggregate principal amount not less than $100,000, for our own account and for each separate account for which we are acting. 
 5. We acknowledge that we either (A) are not a fiduciary of a pension, profit-sharing or other employee benefit plan or arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (a “Plan”), or an entity whose assets include “plan assets” by reason of any Plan’s investment in the entity and are not
purchasing the Capital Securities on behalf of or with “plan assets” by reason of any Plan’s investment in the entity and are not purchasing the Capital Securities on behalf of or with “plan assets” of any Plan or
(B) are eligible for the exemptive relief available under one or more of the following prohibited transaction class exemptions (“PTCEs”) issued by the U.S. Department of Labor: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, or the
non-fiduciary service provider exemption under Section 408(b)(17) of ERISA or some other applicable exemption. 
  

 B-2 








 6. We acknowledge that each Plan, by its purchase of the Capital Securities, will be deemed to have
directed the Trust to invest in the junior subordinated debt securities of the Company, and to have consented to the appointment of the institutional trustee of the Trust. 
 7. We acknowledge that the Trust and the Company and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations,
warranties and agreements and agree that if any of our acknowledgments, representations, warranties and agreements are no longer accurate, we shall promptly notify the Purchaser (as defined in the Purchase Agreement). If we are acquiring any Capital
Securities as a fiduciary or agent for one or more investor accounts, we represent that we have sole discretion with respect to each such investor account and that we have full power to make the foregoing acknowledgments, representations and
agreements on behalf of each such investor account. 
 You are entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  

			
	  

	    (Name of Purchaser)
		
	By:	 	  

	Date:	 	  



 Upon transfer, the Capital Securities should be registered in the name of the new beneficial
owner as follows. 
  

	
	Name:
                                        
                            
	
	Address:
                                        
                        
	
	Taxpayer ID Number:
                                        
  

  

 B-3 








 EXHIBIT C 
 FORM OF TRANSFEROR CERTIFICATE 
 TO BE EXECUTED FOR QIBs 
                     , [    ]

 Beverly Hills Bancorp Inc. 
 Beverly Hills Statutory Trust II

 23901 Calabasas Road, Suite 1050 
 Calabasas, California 91302

  

	Re:	Purchase of $1,000 stated liquidation amount of Floating Rate Capital Securities  


	  	(the “Capital Securities”) of Beverly Hills Statutory Trust II 

 Reference is hereby made to the Amended and Restated Declaration of Trust of Beverly Hills Statutory Trust II, dated as of December 28, 2006 (the “Declaration”), among Larry B. Faigin and Takeo Sasaki,
as Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, Beverly Hills Bancorp Inc., as Sponsor, and the holders from time to time of undivided beneficial interests in the assets of
Beverly Hills Statutory Trust II. Capitalized terms used but not defined herein shall have the meanings given them in the Declaration. 
 This letter relates to $[                    ] aggregate liquidation amount of Capital Securities which are held in the name of [name
of transferor] (the “Transferor”). 
 In accordance with Section 8.2(b) of the Declaration, the Transferor does hereby certify
that such Capital Securities are being transferred in accordance with (i) the transfer restrictions set forth in the Capital Securities and (ii) Rule 144A under the Securities Act (“Rule 144A”), to a transferee that the
Transferor reasonably believes is purchasing the Capital Securities for its own account or an account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction. 
 You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  

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	(Name of Transferor)
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

		
	 Date:
	 	  



  

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 EXHIBIT D 
 ADMINISTRATOR’S CERTIFICATE 
 OF 
 BEVERLY HILLS STATUTORY TRUST II 
 Pursuant to Section 2.6(a)(i)(P) of the Amended
and Restated Declaration of Trust of Beverly Hills Statutory Trust II (the “Trust”) among Beverly Hills Bancorp Inc. as Sponsor, Wilmington Trust Company, as Institutional Trustee, Wilmington Trust Company, as Delaware Trustee, the
Administrators named therein, and the holders from time to time of beneficial interests in the assets of the Trust, dated as of December 28, 2006 (as modified, supplemented or amended from time to time, the “Trust Agreement”), the
undersigned (on behalf of the Trust) hereby certifies that he/she is an Administrator of the Trust and that, to his/her knowledge under the terms of the Trust Agreement, the Trust has complied (without regard to any period of grace or requirement of
notice provided under the Trust Agreement) with all conditions and covenants under the Trust Agreement for the year 20    . 
 Capitalized terms used herein, and not otherwise defined herein, have the respective meanings ascribed thereto in the Trust Agreement. 
 IN WITNESS WHEROF, the undersigned has executed this Administrator’s Certificate as of
                    , 20    . 
  

	
	  

	as Administrator


  

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