EX-4.1






Exhibit 4.1




Execution Copy




      




10% Fixed-To-Floating Rate Junior Subordinated Debentures

due 2068




SECOND SUPPLEMENTAL INDENTURE




between




THE HARTFORD FINANCIAL SERVICES GROUP, INC.




and




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.




as Trustee




Supplemental to Junior Subordinated Indenture




Dated as of October 17, 2008




      














 





Table of Contents






	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I

	 
	 	 	 	 	 	 
	DEFINITIONS

	 

	Section 1.01.

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 
	 	 	 	 	 	 
	GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

	 
	 	 	 	 	 	 
	Section 2.01.

	 	Designation, Principal Amount and Authorized Denominations
	 	 	15	 
	Section 2.02.

	 	Repayment
	 	 	16	 
	Section 2.03.

	 	Form, Legend, Transfer and Exchange
	 	 	18	 
	Section 2.04.

	 	Rate of Interest; Interest Payment Date
	 	 	20	 
	Section 2.05.

	 	Interest Deferral
	 	 	21	 
	Section 2.06.

	 	Alternative Payment Mechanism
	 	 	22	 
	Section 2.07.

	 	Events of Default
	 	 	24	 
	Section 2.08.

	 	Securities Registrar; Paying Agent; Delegation of Trustee Duties
	 	 	24	 
	Section 2.09.

	 	Limitation on Claims in the Event of Bankruptcy, Insolvency or Receivership
	 	 	25	 
	Section 2.10.

	 	Subordination
	 	 	25	 
	Section 2.11.

	 	Satisfaction and Discharge
	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 
	 	 	 	 	 	 
	COVENANTS

	 

	Section 3.01.

	 	Dividend and Other Payment Stoppages
	 	 	25	 
	Section 3.02.

	 	Additional Limitation on Deferral Over One Year
	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 	 	 
	REDEMPTION OF THE DEBENTURES

	 

	Section 4.01.

	 	Redemption
	 	 	26	 
	Section 4.02.

	 	Redemption Price
	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 
	 	 	 	 	 	 
	REPAYMENT OF DEBENTURES

	 
	 	 	 	 	 	 
	Section 5.01.

	 	Repayments
	 	 	27	 
	Section 5.02.

	 	Selection of the Debentures to be Repaid
	 	 	27	 
	Section 5.03.

	 	Notice of Repayment
	 	 	27	 
	Section 5.04.

	 	Deposit of Repayment Amount
	 	 	28	 
	Section 5.05.

	 	Repayment of Debentures
	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 	 	 
	ORIGINAL ISSUE DISCOUNT

	 
	 	 	 	 	 	 
	Section 6.01.

	 	Calculation of Original Issue Discount
	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 	 	 
	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 	 	 
	Section 7.01.

	 	Supplemental Indentures Without Consent of Holders
	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 	 	 
	Section 8.01.

	 	Effectiveness
	 	 	29	 






i









 





Table of Contents



(continued)



	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 8.02.

	 	Notice
	 	 	30	 
	Section 8.03.

	 	Effect of Recitals
	 	 	30	 
	Section 8.04.

	 	Ratification of Indenture
	 	 	30	 
	Section 8.05.

	 	Tax Treatment; Withholding
	 	 	30	 
	Section 8.06.

	 	Governing Law
	 	 	30	 
	Section 8.07.

	 	Severability
	 	 	30	 
	 
	 	 	 	 	 	 
	Exhibit A Specimen Debenture	 	 	A-1	 
	Exhibit B Form of Certificate for Transfer to QIB	 	 	B-1	 
	Exhibit C Form of Certificate for Transfer Pursuant to Regulation S	 	 	C-1	 
	Exhibit D Form of Certificate for Transfer Pursuant to Rule 144	 	 	D-1	 







ii









 








     SECOND SUPPLEMENTAL INDENTURE, dated as of October 17, 2008 (the “Second Supplemental
Indenture”), between THE HARTFORD FINANCIAL SERVICES GROUP, INC., a Delaware corporation (the
“Company”), having its principal office at One Hartford Plaza, Hartford, Connecticut 06155,
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust
Company, N.A.), a national banking association incorporated and existing under the laws of the
United States of America, as Trustee (hereinafter called the “Trustee”).



RECITALS OF THE COMPANY




     The Company and the Trustee entered into a Junior Subordinated Indenture, dated as of June 6,
2008 (as it may from time to time be supplemented or amended, the “Indenture”). Section
901 of the Indenture provides that the Company and the Trustee may, without the consent of any
Holder, enter into a supplemental indenture to provide for the issuance of and establish the form
and terms of the Securities of any series as provided in Section 201 or 301 thereof.



     Pursuant to Sections 201 and 301 of the Indenture, the Company desires to provide for the
issuance and establishment of a series of Securities under the Indenture, and the form and terms
thereof, as hereinafter set forth.



     The Company has requested that the Trustee execute and deliver this Second Supplemental
Indenture. The Company has delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate pursuant to Sections 102 and 903 of the Indenture to the effect, among other things,
that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery
of this Second Supplemental Indenture have been complied with. All acts and things necessary have
been done and performed to make this Second Supplemental Indenture enforceable in accordance with
its terms, and the execution and delivery of this Second Supplemental Indenture has been duly
authorized in all respects.



     NOW, THEREFORE: For and in consideration of the premises and the purchase of the Debentures
(as herein defined) by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Debentures, as follows:



ARTICLE I




DEFINITIONS




     Section 1.01. Definitions. For all purposes of this Second Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise requires:



          (a) The terms defined in the Indenture have the same meaning when used in this Second
Supplemental Indenture unless otherwise defined herein.




          (b) The terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular.




          (c) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Second Supplemental Indenture as a whole and not to any particular Article, Section or other
subdivision, and any reference to an Article, Section or other subdivision refers to an Article,
Section or other subdivision of this Second Supplemental Indenture.




          (d) Any reference herein to “interest” shall include any Additional Interest.




     In addition, the following terms used in this Second Supplemental Indenture have the following
respective meanings:



1









 





     “Additional Interest” means the interest, if any, that shall accrue on any interest on
the Debentures the payment of which has not been made on the applicable Interest Payment Date.



     “Alternative Payment Mechanism” means, with respect to any securities or combination
of securities (together in this definition, “securities”), provisions in the related
transaction documents requiring the Company to issue (or use Commercially Reasonable Efforts to
issue) one or more types of APM Qualifying Securities for the purpose of raising eligible proceeds
at least equal to the deferred and unpaid Distributions on such securities and apply the net
proceeds to pay such Distributions on such securities, commencing on the earlier of (x) the first
Distribution Date after commencement of a deferral period on which the Company pays current
Distributions on such securities and (y) the fifth anniversary of the commencement of such deferral
period if on such date such deferral period has not ended, and that:



     (a) define “eligible proceeds” to mean, for purposes of such Alternative Payment
Mechanism, the net proceeds (after underwriters’ or placement agents’ fees, commissions or
discounts and other expenses relating to the issuance or sale of the relevant securities, and
including the fair market value of property received by the Company or any of its Subsidiaries as
consideration for such securities) that the Company or any of its Subsidiaries shall have received
during the 180 days prior to the relevant Distribution Date from the sale of APM Qualifying
Securities, provided that in the case of APM Qualifying Securities that are Qualifying
Preferred Stock or Mandatorily Convertible Preferred Stock the amount of net proceeds included in
eligible proceeds shall not exceed the Preferred Cap;



     (b) permit the Company to pay current Distributions on any Distribution Date out of any source
of funds but (i) require the Company to pay deferred Distributions only out of eligible proceeds
and (ii) prohibit the Company from paying deferred Distributions out of any source of funds other
than eligible proceeds unless an event of default with respect to such securities has occurred;



     (c) if deferral of Distributions continues for more than one year (or such shorter period as
provided for in the terms of such securities), require the Company and its Subsidiaries not to
repay, redeem or purchase any of its securities ranking junior to or equally with any APM
Qualifying Securities on the liquidation, dissolution or winding-up of the Company, the proceeds of
which were used to pay deferred interest during the relevant deferral period until at least one
year after all deferred Distributions have been paid (“Repurchase Restriction”), other than
the following (none of which shall be restricted or prohibited by a Repurchase Restriction):




     (i) purchases, redemptions or other acquisitions of Common Stock in connection with any
employment contract, benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants;




     (ii) purchases of Common Stock pursuant to a contractually binding requirement to buy
Common Stock entered into prior to the beginning of the related deferral period, including
under a contractually binding stock repurchase plan;




     (iii) as a result of any exchange, redemption or conversion of any class or series of
the Company’s capital stock (or any capital stock of one of the Company’s Subsidiaries) for
any class or series of the Company’s capital stock or of any class or series of the
Company’s indebtedness for any class or series of the Company’s capital stock;




     (iv) the purchase of or payment of cash in lieu of fractional interests in the
Company’s capital stock in accordance with the conversion or exchange provisions of such
capital stock or the security being converted or exchanged; or




     (v) the redemption or repurchase of rights in accordance with any stockholders’ rights
plan;



     (d) limit the obligation of the Company to issue (or to use Commercially Reasonable Efforts to
issue) APM Qualifying Securities that are Common Stock or Qualifying Warrants, prior to the fifth
anniversary of any deferral period, to the extent that the number of shares of Common Stock issued
or issuable upon the exercise of



2









 







such Qualifying Warrants plus the number of shares of Common Stock previously issued or
issuable on the exercise of Qualifying Warrants previously issued during the applicable deferral
period would exceed 2% of the total number of issued and outstanding shares of Common Stock set
forth in the Company’s most recent publicly available financial statements (the “Common
Cap”);



     (e) limit the right of the Company to issue APM Qualifying Securities that are Qualifying
Preferred Stock or Mandatorily Convertible Preferred Stock, to the extent that the net proceeds of
any issuance of such Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock applied,
together with the net proceeds of all prior issuances of Qualifying Preferred Stock and any
still-outstanding Mandatorily Convertible Preferred Stock applied during the current and all prior
deferral periods, to pay deferred Distributions on the securities would exceed 25% of the
liquidation or principal amount of the securities that are the subject of the related Alternative
Payment Mechanism (the “Preferred Cap”);



     (f) notwithstanding the Common Cap and the Preferred Cap, permit the Company, at its option,
to impose a limitation on the Company’s obligation to issue APM Qualifying Securities consisting of
Common Stock and Qualifying Warrants to a maximum issuance cap to be set at the Company’s
discretion and otherwise substantially similar to the Share Cap, provided that such
limitation will be subject to the Company’s agreement to use Commercially Reasonable Efforts (i) to
increase such limitation when reached to enable the Company to simultaneously satisfy its future
fixed or contingent obligations under such securities and other securities and derivative
instruments that provide for settlement or payment in shares of Common Stock or (ii) if the Company
cannot increase such limitation as contemplated in the preceding clause, by requesting its Board of
Directors to adopt a resolution for a stockholder vote at the next annual meeting of stockholders
of the Company to increase the number of shares of the Company’s authorized Common Stock for
purposes of satisfying the Company’s obligations to pay deferred Distributions;



     (g) in the case of securities other than Qualifying Preferred Stock, include a Bankruptcy
Claim Limitation Provision; and



     (h) permit the Company, at its option, to provide that if the Company is involved in a merger,
consolidation, amalgamation, binding share exchange or conveyance, business combination,
recapitalization, transfer or lease of assets substantially as an entirety to any other Person or a
similar transaction (a “Business Combination”) where immediately after the consummation of
the Business Combination more than 50% of the voting stock of the surviving or resulting entity or
the Person to whom all or substantially all of the Company’s property or assets are conveyed,
transferred or leased in such Business Combination is owned by the stockholders of the other party
to the Business Combination or Person to whom all or substantially all of the Company’s property or
assets are conveyed, transferred or leased, then clauses (a), (b) and (c) above will not apply to
any deferral period that is terminated on the next Distribution Date following the date of
consummation of the Business Combination;


provided (and it being understood) that:





     (1) the Company shall not be obligated to issue (or to use Commercially Reasonable
Efforts to issue) APM Qualifying Securities for so long as a Market Disruption Event has
occurred and is continuing;




     (2) if, due to a Market Disruption Event or otherwise, the eligible proceeds are not
sufficient to pay all deferred Distributions on any Distribution Date, the Company will
apply the eligible proceeds to pay accrued and unpaid deferred Distributions on such
Distribution Date in chronological order, subject to the Common Cap, Preferred Cap and Share
Cap, as applicable; and




     (3) if the Company has outstanding more than one class or series of securities under
which it is obligated to sell a type of APM Qualifying Securities and apply some part of the
proceeds to the payment of deferred Distributions, then on any date and for any period the
amount of net proceeds received by the Company from those sales and available for payment of
deferred Distributions on such securities (in accordance with clauses (d) and (e) of this
definition) shall be applied to such securities on a pro rata basis in proportion to the
total amounts that are due on such securities.



3









 





     “APM Period” means, with respect to any Deferral Period, the period commencing on the
earlier of (i) the first Interest Payment Date during such Deferral Period on which the Company
pays any current interest on the Debentures or (ii) the fifth anniversary of the commencement of
such Deferral Period, if on such date such Deferral Period has not ended, and ending on the next
Interest Payment Date on which the Company shall have paid the aggregate amount of accrued and
unpaid deferred interest, including Additional Interest, that shall have accrued during such
Deferral Period on the Debentures out of Eligible Proceeds.



     “APM Qualifying Securities” means Common Stock, Qualifying Preferred Stock, Qualifying
Warrants, and/or Mandatorily Convertible Preferred Stock.



     “Applicable Procedures” means, with respect to the transfer or exchange of or for, or
any tender or surrender of, beneficial interests in any Global Security, the rules and procedures
of DTC, Euroclear and Clearstream Luxembourg that apply to such transfer, exchange, tender or
surrender.



     “Authorized Denomination” means the Minimum Authorized Denomination or integral
multiples of $1,000 thereafter.



     “Bankruptcy Claim Limitation Provision” means, with respect to any securities or
combination of securities that have an Alternative Payment Mechanism or a Mandatory Trigger
Provision (together in this definition, “securities”), provisions in the terms thereof or
of the related transaction agreements that, upon any liquidation, dissolution, winding-up or
reorganization or in connection with any insolvency, receivership or proceeding under any
bankruptcy law with respect to the issuer, limit the claim of the holders of such securities to
Distributions that accumulate during (i) any deferral period, in the case of securities that have
an Alternative Payment Mechanism but no Mandatory Trigger provision or (ii) any period in which the
issuer fails to satisfy one or more financial tests set forth in the terms of such securities or
related transaction agreements, in the case of securities that have a Mandatory Trigger Provision,
to:



     (a) in the case of securities having an Alternative Payment Mechanism or Mandatory Trigger
Provision with respect to which the APM Qualifying Securities do not include Qualifying Preferred
Stock or Mandatorily Convertible Preferred Stock, 25% of the stated or principal amount of such
securities then outstanding; and



     (b) in the case of any other securities, the amount of accumulated and deferred Distributions
(including compounded amounts) that relate to the earliest two years of the portion of the deferral
period for which Distributions have not been paid.



     “Business Combination” has the meaning specified in clause (h) of the definition of
Alternative Payment Mechanism.



     “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in New York City are authorized or required by law or executive order to
remain closed, (iii) a day on which the Corporate Trust Office of the Trustee is closed for
business, (iv) a day on which banking institutions in the relevant jurisdiction in which any
Relevant Exchange is located are closed for business, or (iv) on or after October 15, 2018, a day
that is not a London Banking Day.



     “Calculation Agent” means, with respect to the Debentures, The Bank of New York Mellon
Trust Company, N.A., or any other successor, acting as calculation agent in respect of the
Debentures.



     “Clearstream Luxembourg” means Clearstream Banking, société anonyme, or the successor
to its securities clearance and settlement operations.



     “Commercially Reasonable Efforts” means for purposes of issuing APM Qualifying
Securities or Qualifying Replacement Securities, commercially reasonable efforts to complete the
offer and sale of APM Qualifying Securities or Qualifying Replacement Securities, as the case may
be, to third parties that are not Subsidiaries of the Company in public offerings or private
placements. The Company shall not be considered to



4









 







have made Commercially Reasonable Efforts to issue APM Qualifying Securities or Qualifying
Replacement Securities, as the case may be, if it determines not to pursue or complete such
issuance solely due to pricing, coupon, dividend rate or dilution considerations.



     “Common Cap” has the meaning specified in clause (d) of the definition of Alternative
Payment Mechanism.



     “Common Stock” means the common stock of the Company (including treasury shares of
common stock), common stock issued pursuant to any dividend reinvestment plan or any of the
Company’s employee benefit plans, any security of the Company that ranks upon the liquidation,
dissolution or winding-up of the Company junior to Qualifying Preferred Stock and equally with the
Company’s common stock and that tracks the performance of, or relates to the results of, a
business, unit or division of the Company, and any shares of common stock or equivalent equity
interests of the surviving or resulting entity issued in exchange therefor in connection with a
Business Combination.



     “Common Stock Issuance Cap” has the meaning specified in Section 2.06(a).



     “Company” has the meaning specified in the Recitals.



     “Debentures” has the meaning specified in Section 2.01.



     “Debt Exchangeable for Common Equity” means a security or combination of securities
(together in this definition, “securities”) that:



     (a) gives the holder a beneficial interest in (i) debt securities of the Company that are not
redeemable prior to the settlement date of the stock purchase contract referred to in subclause
(ii) hereof and (ii) a fractional interest in a stock purchase contract obligating the holder to
purchase Common Stock that will be settled in three years or less, with the number of shares of
Common Stock purchasable pursuant to such stock purchase contract to be within a range established
at the time of issuance of such debt securities and subject to customary anti-dilution adjustments;



     (b) provides that the holders directly or indirectly grant to the Company a security interest
in such debt securities and their proceeds (including any substitute collateral permitted under the
transaction documents) to secure the holders’ direct or indirect obligation to purchase Common
Stock pursuant to the stock purchase contract referred to in subclause (a)(ii) hereof;



     (c) includes a remarketing feature pursuant to which such debt securities of the Company are
remarketed to new investors not later than the settlement date of the stock purchase contract
referred to in subclause (a)(ii) hereof; and



     (d) provides for the proceeds raised in the remarketing to be used to purchase shares of
Common Stock under the stock purchase contract referred to in subclause (a)(ii) hereof and, if
there has not been a successful remarketing by the settlement date of such stock purchase contract,
provides that such stock purchase contract will be settled by the Company exercising its remedies
as a secured party with respect to the debt securities or other collateral directly or indirectly
pledged by holders of the Debt Exchangeable for Common Equity.



     “Deferral Period” means the period commencing on an Interest Payment Date with respect
to which the Company elects or is deemed to elect to defer interest pursuant to Section 2.05 and
ending on the earlier of (i) the tenth anniversary of that Interest Payment Date and (ii) the next
Interest Payment Date on which the Company has paid all deferred and unpaid amounts (including
Additional Interest) and all other accrued interest on the Debentures.



     “Distribution Compliance Period” means, in respect of any Regulation S Global Security
(or any certificated Debenture issued in respect thereof pursuant to Section 2.03), the 40
consecutive days beginning on and including the later of (a) the day on which any Debentures
represented thereby are offered to Persons other than



5









 







distributors (as defined in Regulation S under the Securities Act) pursuant to Regulation S
and (b) the issue date for such Debentures.



     “Distribution Date” means, as to any securities or combination of securities, the
date(s) on which Distributions on such securities are scheduled to be made.



     “Distribution Period” means, as to any securities or combination of securities, each
period from and including a Distribution Date for such securities to but not including the next
succeeding Distribution Date for such securities.



     “Distributions” means, as to a security or combination of securities, dividends,
interest or other income distributions to the holders or beneficial owners thereof that are not
Subsidiaries of the Company.



     “DTC” means the Depository Trust Company, a New York corporation.



     “Eligible Proceeds” means, with respect to any Interest Payment Date, the net proceeds
(after underwriters’ or placement agents’ fees, commissions or discounts and other expenses
relating to the issuance or sale) the Company shall have received since the preceding Interest
Payment Date from the sale of APM Qualifying Securities to Persons that are not the Company’s
Subsidiaries, provided that, in the case of APM Qualifying Securities that are Mandatorily
Convertible Preferred Stock or Qualifying Preferred Stock, the amount of net proceeds included in
Eligible Proceeds shall not exceed the Preferred Stock Issuance Cap.



     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or
its successor in such capacity.



     “Event of Default” has the meaning specified in Section 2.07.



     “Final Maturity Date” has the meaning specified in Section 2.02(b).



     “Floating Rate” has the meaning specified in Section 2.04(a).



     “Floating Rate Interest Period” the period beginning on and including October 15, 2018
and ending on but excluding the next Interest Payment Date and each successive period beginning on
and including an Interest Payment Date and ending on but excluding the next Interest Payment Date.



     “Indenture” has the meaning specified in the Recitals.



     “Intent-Based Replacement Disclosure” means, as to any security or combination of
securities, that the issuer has publicly stated its intention, either in the prospectus or other
offering document under which such securities have been initially offered for sale or in filings
with the Commission made by the issuer under the Exchange Act prior to or contemporaneously with
the issuance of such securities, that the issuer and its subsidiaries, to the extent such
securities provide the issuer with NRSRO equity credit, will redeem, repurchase or defease such
securities only with the proceeds of Replacement Capital Securities that have terms and provisions
at the time of redemption, repurchase or defeasance that are as or more equity-like than the
securities then being redeemed, repurchased or defeased, and which proceeds were raised within 180
days prior to the applicable redemption, purchase or defeasance date.



     “Interest Payment Date” shall have the meaning specified in Section 2.04(b).



     “Interest Period” means a Semi-Annual Interest Period or a Floating Rate Interest
Period, as the case may be.



     “LIBOR Determination Date” means, with respect to any Floating Rate Interest Period,
the second London Banking Day immediately preceding the first day of such Floating Rate Interest
Period.



6









 





     “London Banking Day” means any day on which commercial banks are open for general
business (including dealings in deposits in U.S. dollars) in London.



     “Make-Whole Redemption Amount” means, with respect to the principal amount of any
Debentures to be redeemed, the sum, as determined by the Premium Calculation Agent, of the present
value of (i) the outstanding principal (discounted from October 15, 2018 to but excluding the
Redemption Date) and (ii) remaining scheduled payments of interest that would have been payable
from the Redemption Date to and including October 15, 2018 on the Debentures to be redeemed (not
including any portion of such payments of interest accrued and unpaid to but excluding the
Redemption Date), discounted from their respective Interest Payment Dates to but excluding the
Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Rate (as determined and provided to the Premium Calculation Agent by the
Treasury Dealer) plus a spread of 1.00%.



     “Mandatorily Convertible Preferred Stock” means preferred stock with (a) no prepayment
obligation on the part of the issuer thereof, whether at the election of the holders or otherwise,
and (b) a requirement that the preferred stock converts into common stock of the issuer within
three years from the date of its issuance at a conversion ratio within a range established at the
time of issuance of the preferred stock, subject to customary anti-dilution adjustments.



     “Mandatory Trigger Provision” means, as to any security or combination of securities,
provisions in the terms thereof or of the related transaction agreements that:



     (a) if the issuer of such securities fails to satisfy one or more financial tests set forth in
the terms of such securities or related transaction agreements and for so long as such failure
continues, prohibits the issuer from making payments of Distributions on such securities from any
source other than from the issuance and sale of APM Qualifying Securities and require the issuer,
or in the case of Qualifying Preferred Stock, at the option of the issuer, permit the issuer, of
such securities (in this definition, the “issuer”) to make payment of Distributions on such
securities, within a two year period beginning on the date of such failure, only pursuant to the
issuance and sale of APM Qualifying Securities, in an amount such that the net proceeds of such
sale are at least equal to the amount of deferred and unpaid Distributions (including without
limitation all deferred and accumulated amounts) on such securities or, in the case of Qualifying
Preferred Stock, current Distributions, and in either case require the application of the net
proceeds of such sale to pay such deferred and unpaid Distributions, or in the case of Qualifying
Preferred Stock, permit the application of the net proceeds of such sale to pay current
Distributions, on those securities, provided that (i) if the Mandatory Trigger Provision
does not require such issuance and sale within one year of such failure, the amount of Common Stock
or Qualifying Warrants the net proceeds of which the issuer must apply to pay such Distributions
pursuant to such provision may not exceed the Common Cap, and (ii) the amount of Qualifying
Preferred Stock and then still-outstanding Mandatorily Convertible Preferred Stock the net proceeds
of which the issuer may apply to pay such Distributions pursuant to such provision may not exceed
the Preferred Cap;



     (b) if the provisions described in clause (a) immediately above do not require such issuance
and sale within one year of such failure, include a Repurchase Restriction;



     (c) other than in the case of Qualifying Preferred Stock, prohibit the issuer of such
securities from redeeming or purchasing any of its securities ranking junior to or equally with any
APM Qualifying Securities upon the liquidation, dissolution or winding-up of the Company, the
proceeds of which were used to pay deferred Distributions during the relevant deferral period prior
to the date six months after the issuer applies the net proceeds of the sales described in clause
(a) immediately above to pay such deferred Distributions in full; and



     (d) other than in the case of Qualifying Preferred Stock, include a Bankruptcy Claim
Limitation Provision;



     provided (and it being understood) that:



7









 






     (i) the issuer will not be obligated to issue (or to use Commercially Reasonable
Efforts to issue) APM Qualifying Securities for so long as a Market Disruption Event has
occurred and is continuing;




     (ii) if, due to a Market Disruption Event or otherwise, the issuer is able to raise and
apply some, but not all, of the eligible proceeds necessary to pay all deferred
Distributions on any Distribution Date, the issuer will apply any available eligible
proceeds to pay accrued and unpaid Distributions on the applicable Distribution Date in
chronological order subject to the Common Cap, Preferred Cap and Share Cap, as applicable;
and




     (iii) if the issuer has outstanding more than one class or series of securities under
which it is obligated to sell a type of APM Qualifying Securities and applies some part of
the proceeds to the payment of deferred Distributions, then on any date and for any period
the amount of net proceeds received by the issuer from those sales and available for payment
of deferred Distributions on such securities (in accordance with the Alternative Payment
Mechanism) shall be applied to such securities on a pro rata basis in proportion to the
total amounts that are due on such securities.



     No remedy other than Permitted Remedies shall arise by the terms of such securities or related
transaction agreements in favor of the holders of such securities as a result of the issuer’s
failure to pay Distributions because of the Mandatory Trigger Provision until Distributions have
been deferred for one or more Distribution Periods that total together at least 10 years.



     “Market Disruption Event” means the occurrence or existence of any of the following
events or sets of circumstances:



     (a) trading in securities generally, or the securities of the Company specifically, on the New
York Stock Exchange or any other national securities exchange or over-the-counter market on which
the Common Stock is listed or traded, shall have been suspended or materially disrupted or minimum
prices shall have been established on any such exchange or market by the Commission, the relevant
exchange or any other regulatory body or governmental authority having jurisdiction, and the
establishment of such minimum prices materially disrupts or otherwise has a material adverse effect
on trading in, or the issuance and sale of, the Common Stock;



     (b) the Company would be required to obtain the consent or approval of its stockholders or a
regulatory body (including, without limitation, any securities exchange) or governmental authority
to issue or sell APM Qualifying Securities or Qualifying Replacement Securities, as the case may
be, and such consent or approval has not yet been obtained notwithstanding that the Company has
used commercially reasonable efforts to obtain the required consent or approval;



     (c) an event occurs and is continuing as a result of which the offering document for the offer
and sale of APM Qualifying Securities or Qualifying Replacement Securities, as the case may be,
would, in the reasonable judgment of the Company, contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements in that offering document,
in the light of the circumstances under which they were made, not misleading and either (i) the
disclosure of that event at such time, in the reasonable judgment of the Company, is not otherwise
required by law and would have a material adverse effect on the business of the Company or (ii) the
disclosure relates to a previously undisclosed proposed or pending material business transaction,
and the Company has a bona fide reason for keeping such transaction confidential or disclosure of
such transaction would impede the ability of the Company to consummate such transaction;
provided that no single suspension period resulting from the an event described in this
clause (c) shall exceed 90 consecutive days and multiple suspension periods resulting from one or
more Market Disruption Events described in this clause (c) shall not exceed an aggregate of 180
days in any 360-day period;



     (d) the Company reasonably believes that the offering document for the offer and sale of APM
Qualifying Securities or Qualifying Replacement Securities, as the case may be, would not be in
compliance with a rule or regulation of the Commission (for reasons other than those described in
clause (c) above), and the Company determines that it is unable to comply with such rule or
regulation or such compliance is impracticable, provided that no single suspension period
resulting from an event described in this clause (d) shall exceed 90 consecutive days and



8









 







multiple suspension periods resulting from one or more Market Disruption Events described in
this clause (d) shall not exceed an aggregate of 180 days in any 360-day period;



     (e) there shall have occurred a material adverse change in general domestic or international
economic, political or financial conditions, including without limitation as a result of terrorist
activities, or the effect of international conditions on the financial markets in the United States
shall be, such that the issuance of or market trading in the APM Qualifying Securities or
Qualifying Replacement Securities, as the case may be, has been materially disrupted or has ceased;



     (f) there shall have been an escalation in hostilities involving the United States, there
shall have been a declaration of a national emergency or war by the United States or there shall
have occurred any other national or international calamity or crisis such that the issuance of or
market trading in the APM Qualifying Securities or Qualifying Replacement Securities, as the case
may be, has been materially disrupted or has ceased;



     (g) a material disruption shall have occurred in commercial banking or securities settlement
or clearing services in the United States such that market trading in the APM Qualifying Securities
or Qualifying Replacement Securities, as the case may be, has been materially disrupted or has
ceased; or



     (h) a banking moratorium shall have been declared by federal or state authorities of the
United States such that market trading in the APM Qualifying Securities or Qualifying Replacement
Securities, as the case may be, has been materially disrupted or has ceased.



     “Market Value” means, on any date, the closing sale price per share of Common Stock
(or if no closing sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices) on that date as
reported in composite transactions by the New York Stock Exchange or, if the Common Stock is not
then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange
on which the Common Stock is listed; if the Common Stock is not listed on any U.S. securities
exchange on the relevant date, the market price will be the average of the mid-point of the bid and
ask prices for the Common Stock on the relevant date submitted by at least three nationally
recognized independent investment banking firms selected by the Company for this purpose.



     “Minimum Authorized Denomination” means $100,000.



     “No Payment Provision” means a provision or provisions in the transaction documents
for securities (referred to in this definition as “such securities”) that:



     (a) include an Alternative Payment Mechanism; and



     (b) permit the issuer of such securities, in its sole discretion, to defer in whole or in part
payment of Distributions on such securities for one or more consecutive Distribution Periods of up
to five years or, if a Market Disruption Event has occurred and is continuing, 10 years, without
any remedy other than Permitted Remedies.



     “Non-Cumulative” means, with respect to any securities, that the issuer may elect not
to make any number of periodic Distributions without any remedy arising under the terms of the
securities or related agreements in favor of the holders, other than one or more Permitted
Remedies.



     “NRSRO” means a nationally recognized statistical rating organization within the
meaning of Section 3(a)(62) of the Exchange Act.



     “Optional Deferral Provision” means, as to any securities, provisions in the terms
thereof or of the related transaction agreements to the effect of either (a) or (b) below:



     (a) (i) the issuer of such securities may, in its sole discretion, defer in whole or in part
payment of Distributions on such securities for one or more consecutive Distribution Periods up to
five years or, if a Market Disruption Event has occurred and is continuing, 10 years, without any
remedy other than Permitted Remedies and




9











 




(ii) such securities are subject to an Alternative Payment Mechanism (provided that
such Alternative Payment Mechanism need not apply during the first five years of any deferral
period and need not include a Common Cap, Preferred Cap, Share Cap, Bankruptcy Claim Limitation or
Repurchase Restrictions); or




     (b) the issuer of such securities may, in its sole discretion, defer in whole or in part
payment of Distributions on such securities for one or more consecutive Distribution Periods up to
10 years, without any remedy other than Permitted Remedies.



     “Parity Securities” shall have the meaning specified in Section 3.01(b).



     “Participant” means, with respect to DTC, Euroclear or Clearstream Luxembourg, a
Person who has an account with DTC, Euroclear or Clearstream Luxembourg, respectively (and, with
respect to DTC, shall include Euroclear and Clearstream Luxembourg).



     “Particular Parity Security” shall have the meaning specified in Section 2.06(c)(ii).



     “Paying Agent” shall have the meaning specified in Section 2.08.



     “Permitted Remedies” means, with respect to any securities, one or more of the
following remedies:



     (a) rights in favor of the holders of such securities permitting such holders to elect one or
more directors of the issuer (including any such rights required by the listing requirements of any
stock or securities exchange on which such securities may be listed or traded); and



     (b) complete or partial prohibitions on the issuer paying Distributions on or purchasing
common stock or other securities that rank equally with or junior as to Distributions to such
securities for so long as Distributions on such securities, including deferred Distributions,
remain unpaid.



     “Preferred Cap” has the meaning specified in clause (e) of the definition of
Alternative Payment Mechanism.



     “Preferred Stock Issuance Cap” has the meaning specified in Section 2.06(a).



     “Premium Calculation Agent” means Goldman, Sachs & Co. or, if that firm is unwilling
or unable to calculate the Make-Whole Redemption Amount, an investment banking institution of
national standing, appointed by the Company.



     “Private Placement Legend” has the meaning specified in Section 2.03.



     “Qualifying Preferred Stock” means Non-Cumulative perpetual preferred stock issued by
the Company that (a) ranks equally with or junior to all other outstanding preferred stock of the
issuer, other than a preferred stock that is issued or issuable pursuant to a stockholders’ rights
plan or similar plan or arrangement, and (b) contains no remedies other than Permitted Remedies and
either (i) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the
issuer from making any Distributions thereon upon the Company’s failure to satisfy one or more
financial tests set forth therein or (ii) is subject to a Qualifying Replacement Capital Covenant;
provided, however, that if such Qualifying Preferred Stock includes Intent-Based
Replacement Disclosure and are structured at the time of issuance with a distribution rate step-up
of more than 25 basis points prior to the 25th anniversary of such issuance, then such Qualifying
Preferred Stock shall, in lieu of Intent-Based Replacement Disclosure, be subject to a replacement
capital covenant that will remain in effect until at least the Scheduled Maturity Date and that is
substantially similar to the Replacement Capital Covenant.



     “Qualifying Replacement Capital Covenant” means (a) a replacement capital covenant
that is substantially similar to the Replacement Capital Covenant applicable to the Debentures or
(b) a replacement capital covenant, as identified by the Company’s Board of Directors, or a duly
authorized committee thereof, acting in good faith and in its reasonable discretion and reasonably
construing the definitions and other terms of the Replacement Capital



10









 







Covenant, (i) entered into by a company that at the time it enters into such replacement
capital covenant is a reporting company under the Exchange Act and (ii) that restricts the related
issuer and its subsidiaries from repaying, redeeming or purchasing identified securities except out
of the proceeds from the sale of specified Replacement Capital Securities that have terms and
provisions at the time of repayment, redemption or purchase that are as or more equity-like than
the securities then being repaid, redeemed or purchased, raised within 180 days prior to the
applicable repayment, redemption or purchase date; provided that the term of such
Qualifying Replacement Capital Covenant shall be determined at the time of issuance of the related
Replacement Capital Securities taking into account the other characteristics of such securities.



     “Qualifying Replacement Securities” means securities or a combination of securities
(other than Common Stock, rights to acquire Common Stock, Mandatorily Convertible Preferred Stock
or Debt Exchangeable for Common Equity) that, in the determination of the Company’s Board of
Directors (or a duly authorized committee thereof) reasonably construing the definitions and other
terms of this Second Supplemental Indenture, meet one of the following criteria:



     (a) in connection with any repayment, redemption, defeasance or purchase of Debentures prior
to October 15, 2018:




     (i) securities issued by the Company or any of its Subsidiaries that (1) rank equally
with or junior to the Debentures upon the liquidation, dissolution or winding-up of the
Company, (2) have no maturity or a maturity of at least 60 years and (3)(A) are
Non-Cumulative and are subject to a Qualifying Replacement Capital Covenant or have a No
Payment Provision and are subject to a Qualifying Replacement Capital Covenant or (B) have a
Mandatory Trigger Provision and have either an Optional Deferral Provision or a No Payment
Provision and are subject to Intent-Based Replacement Disclosure; or




     (ii) securities issued by the Company or any of its Subsidiaries that (1) rank equally
with or junior to the Debentures upon the liquidation, dissolution or winding-up of the
Company, (2) have no maturity or a maturity of at least 40 years, (3) are subject to a
Qualifying Replacement Capital Covenant and (4) have a Mandatory Trigger Provision and an
Optional Deferral Provision; or




     (iii) shares of preferred stock issued by the Company or any of its Subsidiaries that
are (1) Non-Cumulative, (2) have no prepayment obligation on the part of the issuer thereof,
whether at the election of the Holders or otherwise, (3) have no maturity or a maturity of
at least 60 years and either (A) are subject to a Qualifying Replacement Capital Covenant or
(B) have a Mandatory Trigger Provision and are subject to Intent-Based Replacement
Disclosure; or



     (b) in connection with any repayment, redemption, defeasance or purchase of Debentures on or
after October 15, 2018 and prior to October 15, 2038:




     (i) any securities described under clause (a) of this definition that would be
Qualifying Replacement Securities prior to October 15, 2018;




     (ii) securities issued by the Company or any of its Subsidiaries that (1) rank equally
with or junior to the Debentures upon the liquidation, dissolution or winding-up of the
Company, (2) have no maturity or a maturity of at least 60 years, (3) are subject to a
Qualifying Replacement Capital Covenant and (4) have an Optional Deferral Provision;




     (iii) securities issued by the Company or any of its Subsidiaries that (1) rank equally
with or junior to the Debentures upon a liquidation, dissolution or winding-up of the
Company, (2) are Non-Cumulative or have a No Payment Provision, (3) have no maturity or a
maturity of at least 60 years and (4) are subject to Intent-Based Replacement Disclosure;




     (iv) securities issued by the Company or any of its Subsidiaries that (1) rank equally
with or junior to the Debentures upon the liquidation, dissolution or winding-up of the
Company, (2) have no maturity or a maturity of at least 40 years and (3) (A) are
Non-Cumulative, or have a No Payment



11









 




Provision, and subject to a Qualifying Replacement Capital Covenant or (B) have a
Mandatory Trigger Provision and an Optional Deferral Provision and are subject to
Intent-Based Replacement Disclosure;





     (v) securities issued by the Company or any of its Subsidiaries that (1) upon the
liquidation, dissolution or winding-up of the Company, rank junior to all of the senior and
subordinated debt of the Company other than the Debentures and securities that rank equally
with the Debentures upon the liquidation, dissolution or winding-up of the Company, (2) have
a Mandatory Trigger Provision and an Optional Deferral Provision and are subject to
Intent-Based Replacement Disclosure and (3) have no maturity or a maturity of at least 60
years;




     (vi) cumulative preferred stock issued by the Company or any of its Subsidiaries that
(1) has no prepayment obligation on the part of the issuer thereof, whether at the election
of the holders or otherwise, (2) has no maturity or a maturity of at least 60 years and (3)
is subject to a Qualifying Replacement Capital Covenant; or




     (vii) other securities issued by the Company or any of its Subsidiaries that (1) rank
upon the liquidation, dissolution or winding-up of the Company equally with or junior to the
Debentures and (2) have no maturity or a maturity of at least 30 years, are subject to a
Qualifying Replacement Capital Covenant and have a Mandatory Trigger Provision and an
Optional Deferral Provision; or



     (c) in connection with any repayment, redemption, defeasance or purchase of Debentures at any
time after October 15, 2038:




     (i) any securities described under clause (b) of this definition that would be
Qualifying Replacement Securities prior October 15, 2038;




     (ii) securities issued by the Company or any of its Subsidiaries that (1) rank equally
with or junior to the Debentures upon the liquidation, dissolution or winding-up of the
Company, (2) either (A) have no maturity or a maturity of at least 60 years and are subject
to Intent-Based Replacement Disclosure or (B) have no maturity or a maturity of at least 40
years and are subject to a Qualifying Replacement Capital Covenant and (C) have an Optional
Deferral Provision;




     (iii) securities issued by the Company or any of its Subsidiaries that (1) rank junior
to all of the senior and subordinated debt of the Company other than the Debentures and any
other securities that rank equally with the Debentures upon the liquidation, dissolution or
winding-up of the Company, (2) have a Mandatory Trigger Provision, an Optional Deferral
Provision and are subject to Intent-Based Replacement Disclosure and (3) have no maturity or
a maturity of at least 40 years; or




     (iv) preferred stock issued by the Company or any of its Subsidiaries that either (1)
has no maturity or a maturity of at least 60 years and is subject to Intent-Based
Replacement Disclosure or (2) has a maturity of at least 40 years and is subject to a
Qualifying Replacement Capital Covenant,


provided, however, that if any of the securities described in the foregoing clauses
(a), (b) and (c) is structured at the time of issuance with a distribution rate step-up (whether
interest or dividend) of more than 25 basis points prior to the 25th anniversary of such issuance,
then such security shall be subject to a Qualifying Replacement Capital Covenant that will remain
in effect until at least the Scheduled Maturity Date.




     “Qualifying Warrants” means any net share settled warrants to purchase the Common
Stock that (a) have an exercise price greater than the Market Value of the Common Stock on the date
of sale, (b) the Company is not entitled to redeem for cash and (c) the holders of which are not
entitled to require the Company to repurchase for cash in any circumstances.



     “Quarterly Interest Payment Date” shall have the meaning specified in Section 2.04.



12









 





     “Regular Record Date” means, (i) with respect to a Semi-Annual Interest Payment Date,
the April 1 or October 1, as the case may be, next preceding such Interest Payment Date, and (ii)
with respect to a Quarterly Interest Payment Date, the January 1, April 1, July 1 or October 1, as
the case may be, next preceding such Interest Payment Date, in each case whether or not a Business
Day.



     “Regulation S” means Regulation S under the Securities Act or any successor
regulation, as it may be amended from time to time.



     “Regulation S Global Security” means Debentures originally offered and sold outside
the United States of America in reliance on Regulation S and issued in the form of one or more
permanent Global Securities.



     “Relevant Exchange” means any securities exchange located in the European Economic
Area on which the Debentures may be listed from time to time, which exchange must be a “regulated
market” for the purposes of applicable E.U. directives, including Directive 2003/71/EC.



     “Remaining Shares” means the number of the Company’s authorized and unissued shares of
Common Stock less the maximum number of shares of the Company’s authorized and unissued Common
Stock that could be issued under options, warrants, convertible securities, any equity-linked
contracts and other agreements, in each case existing at the time of determination, that require
the Company to issue a determinable number of shares of its Common Stock.



     “Repayment Date” means the Scheduled Maturity Date and each Quarterly Interest Payment
Date thereafter until the Company shall have repaid or redeemed all of the Debentures.



     “Replacement Capital Covenant” means the Replacement Capital Covenant, dated as of
October 17, 2008, by the Company, as the same may be amended or supplemented from time to time in
accordance with the provisions thereof and Section 2.02(a)(vii) hereof.



     “Replacement Capital Securities” means



     (a) Common Stock and rights to acquire Common Stock;



     (b) Mandatorily Convertible Preferred Stock;



     (c) Debt Exchangeable for Common Equity; and



     (d) Qualifying Replacement Securities.



     “Repurchase Restrictions” has the meaning specified in clause (c) of the definition of
“Alternative Payment Mechanism.”



     “Restricted Security” means any Debentures (or beneficial interest therein) not
originally issued and sold pursuant to an effective registration statement under the Securities
Act, until such time as the Private Placement Legend therefor has been removed pursuant to Section
2.03 or in the case of a beneficial interest in a Global Security, such beneficial interest has
been exchanged for an interest in a Global Security not bearing a Private Placement Legend.



     “Reuters Page LIBOR01” means the display so designated on the Reuters 3000 Xtra (or
such other page as may replace that page on that service, or such other service as may be nominated
by the Company as the information vendor, for the purpose of displaying rates or prices comparable
to the London Interbank Offered rate for U.S. dollar deposits).



     “Rule 144” means Rule 144 under the Securities Act (or any successor rule), as such
Rule may be amended from time to time.



13









 





     “Rule 144A” means Rule 144A under the Securities Act (or any successor rule), as such
Rule may be amended from time to time.



     “Rule 144A Global Security” means Debentures originally offered and sold to a
“qualified institution buyer” as defined in Rule 144A in reliance on Rule 144A and issued in the
form of one or more permanent Global Securities.



     “Scheduled Maturity Date” has the meaning specified in Section 2.02(a)(i).



     “Second Supplemental Indenture” means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more agreements supplemental hereto.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Securities Registrar” means, with respect to the Debentures, The Bank of New York
Mellon Trust Company, N.A., or any other firm appointed by the Company, acting as securities
registrar for the Debentures.



     “Securities Registrar Office” means the office of the applicable Securities Registrar
at which at any particular time its corporate agency business shall principally be administered,
which office at the date hereof in the case of The Bank of New York Mellon Trust Company, N.A., in
its capacity as Securities Registrar under the Indenture, is located at 2 North Lasalle Street,
Suite 1020, Global Corporate Trust, Chicago, Illinois 60602.



     “Semi-Annual Interest Payment Date” shall have the meaning specified in Section 2.04.



     “Semi-Annual Interest Period” means the period beginning on and including the date
hereof, and ending on but excluding the first Interest Payment Date and each successive period
beginning on and including an Interest Payment Date and ending on but excluding the next Interest
Payment Date until October 15, 2018.



     “Share Cap” has the meaning specified in Section 2.06(a)(iii).



     “Shares Available for Issuance” means the number of Remaining Shares allocated by the
Company on a pro rata basis or such other basis as the Company determines is appropriate to the
payment of deferred interest on the Debentures in accordance with Section 2.06 and not so allocated
to any other similar commitment that is of an indeterminate nature and under which the Company is
required at the time of such allocation to issue shares of its Common Stock.



     “Subsidiary” means, at any time, any Person the shares of stock or other ownership
interests of which ordinarily have voting power to elect a majority of the board of directors or
other managers of such Person are at the time owned or the management and policies of which are
otherwise at the time controlled, directly or indirectly through one or more intermediaries
(including other Subsidiaries) or both, by another Person.



     “Three-Month LIBOR” means, with respect to any Floating Rate Interest Period, the rate
(expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period
commencing on the first day of such Floating Rate Interest Period that appears on Reuters Page
LIBOR01 as of 11:00 a.m., London time, on the LIBOR Determination Date for that Floating Rate
Interest Period. If such rate does not appear on Reuters Page LIBOR01, Three-Month LIBOR will be
determined on the basis of the rates at which deposits in U.S. dollars for a three-month period
commencing on the first day of that Floating Rate Interest Period and in a principal amount of not
less than $1,000,000 are offered to prime banks in the London interbank market by four major banks
in the London interbank market selected by the Calculation Agent (after consultation with the
Company) at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that
Floating Rate Interest Period. The Calculation Agent will request the principal London office of
each of these banks to provide a quotation of such bank’s rate. If at least two such quotations
are provided, Three-Month LIBOR with respect to that Floating Rate Interest Period will be the
arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such
quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that
Floating Rate Interest Period will be the arithmetic mean (rounded upward if necessary to the
nearest whole multiple of 0.00001%) of the rates quoted



14









 







by three major banks in New York City selected by the Calculation Agent (after consultation
with the Company) at approximately 11:00 a.m., New York City time, on the first day of that
Floating Rate Interest Period for loans in U.S. dollars to leading European banks for a three-month
period commencing on the first day of that Floating Rate Interest Period and in a principal amount
of not less than $1,000,000. However, if fewer than three banks selected by the Calculation Agent
to provide quotations are quoting as described above, Three-Month LIBOR for that Floating Rate
Interest Period will be the same as Three-Month LIBOR as determined for the previous Floating Rate
Interest Period or, in the case of the Floating Rate Interest Period beginning on October 15, 2018,
4.28875%. The establishment of Three-Month LIBOR for each Floating Rate Interest Period by the
Calculation Agent shall (in the absence of manifest error) be final and binding.



     “Trading Day” means a day on which the Common Stock is traded on the New York Stock
Exchange, or if not then listed on the New York Stock Exchange, a day on which the Common Stock is
traded or quoted on the principal U.S. securities exchange on which it is listed or quoted, or if
not then listed or quoted on a U.S. securities exchange, a day on which the Common Stock is quoted
in the over-the-counter market.



     “Treasury Dealer” means Goldman, Sachs & Co. (or its successor) or, if Goldman, Sachs
& Co. (or its successor) refuses to act as Treasury Dealer for the purpose of determining the
Make-Whole Redemption Amount or ceases to be a primary U.S. Government securities dealer, another
nationally recognized investment banking firm that is a primary U.S. Government securities dealer
specified by the Company for these purposes.



     “Treasury Price” means, with respect to a Redemption Date of the Debentures, the
bid-side price for the Treasury Security as of the third Trading Day preceding such Redemption
Date, as set forth in the daily statistical release (or any successor release) published by The
Wall Street Journal on that Trading Day and designated “Treasury Bonds, Notes and Bills,” as
determined by the Treasury Dealer, except that: (i) if that release (or any successor release) is
not published or does not contain that price information on that Trading Day, or (ii) if the
Treasury Dealer determines that the price information is not reasonably reflective of the actual
bid-side price of the Treasury Security prevailing at 3:30 p.m., New York City time, on that
Trading Day, then “Treasury Price” will instead mean the bid-side price for the Treasury Security
at or around 3:30 p.m., New York City time, on that Trading Day (expressed on a next Trading Day
settlement basis) as determined by the Treasury Dealer through such alternative means as the
Treasury Dealer considers to be appropriate under the circumstances.



     “Treasury Rate” means, with respect to a Redemption Date of the Debentures, the
semi-annual equivalent yield to maturity of the Treasury Security that corresponds to the Treasury
Price (calculated by the Treasury Dealer in accordance with standard market practice and computed
as of the second Trading Day preceding such Redemption Date).



     “Treasury Security” means the United States Treasury security that the Treasury Dealer
determines would be appropriate to use, at the time of determination and in accordance with
standard market practice, in pricing the Debentures being redeemed in a tender offer based on a
spread to United States Treasury yields.



ARTICLE II




GENERAL TERMS AND CONDITIONS OF THE DEBENTURES




     Section 2.01. Designation, Principal Amount and Authorized Denominations.



          (a) Designation. Pursuant to Sections 201 and 301 of the Indenture, there is hereby
established a series of Securities of the Company designated as the 10% Fixed-to-Floating Rate
Junior Subordinated Debentures due 2068 (the “Debentures”), the principal amount of which
to be issued shall be in accordance with Section 2.01(b) hereof and as set forth in any Company
Order for the authentication and delivery of Debentures pursuant to the Indenture, and the form and
terms of which shall be as set forth hereinafter.




15









 








          (b) Principal Amount. Debentures in an initial aggregate principal amount of
$1,750,000,000 shall, upon execution of this Second Supplemental Indenture, be executed by the
Company and delivered to the Trustee or an Authenticating Agent for authentication, and the Trustee
or an Authenticating Agent shall thereupon authenticate and deliver said Debentures in accordance
with a Company Order. Additional Debentures may be issued from time to time pursuant to this
Second Supplemental Indenture on the same terms and conditions as the Debentures issued under this
Second Supplemental Indenture in all respects, except for any difference in the issue date, issue
price and, if applicable, the first payment of interest thereon and the initial interest accrual
date. Additional Debentures issued pursuant to this Second Supplemental Indenture will be
consolidated with, and will form a single series with, the previously outstanding Debentures issued
pursuant to this Second Supplemental Indenture unless such additional Debentures will not be
treated as fungible for U.S. tax purposes with the Debentures issued as of the date of this Second
Supplemental Indenture. Any additional Debentures issued under this Second Supplemental Indenture
will rank equally and ratably in right of payment with the Debentures originally issued under this
Second Supplemental Indenture.




          (c) Authorized Denominations. The denominations in which Debentures shall be issuable
and transferable is a minimum of $100,000 principal amount and integral multiples of $1,000
thereafter.




     Section 2.02. Repayment.



          (a) Scheduled Maturity Date.





     (i) The principal amount of, and all accrued and unpaid interest on, the Debentures
shall be payable in full on October 15, 2038 or, if such day is not a Business Day, the
following Business Day and interest will continue to accrue during such postponement (the
“Scheduled Maturity Date”); provided, however, that in the event the
Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this
Section 2.02(a) in connection with the Scheduled Maturity Date, (x) the principal amount of
Debentures payable on the Scheduled Maturity Date, if any, shall be the principal amount set
forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such
principal amount of Debentures shall be repaid on the Scheduled Maturity Date pursuant to
Article 5 hereof, and (z) subject to clause (ii) of this Section 2.02(a), the remaining
Debentures shall remain Outstanding and shall be payable on the immediately succeeding
Quarterly Interest Payment Date or such earlier date on which they are redeemed pursuant to
Article 4 hereof, become due and payable pursuant to Section 502 of the Indenture or on the
Final Maturity Date; and provided further, that any deferred interest on the
Debentures (including Additional Interest) shall be paid in accordance with Section 2.06.




     (ii) In the event the Company has delivered an Officers’ Certificate to the Trustee
pursuant to clause (v) of this Section 2.02(a) in connection with any Quarterly Interest
Payment Date, the principal amount of the Debentures repayable on such Quarterly Interest
Payment Date shall be the principal amount set forth in the notice of repayment, if any,
accompanying such Officers’ Certificate, and shall be repaid on such Quarterly Interest
Payment Date pursuant to Article 5 hereof, and the remaining Debentures shall remain
Outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment
Date or such earlier date on which they are redeemed pursuant to Article 4 hereof, become
due and payable pursuant to Section 502 of the Indenture or on the Final Maturity Date.




     (iii) The obligation of the Company to repay the Debentures pursuant to this Section
2.02(a) on any date prior to the Final Maturity Date shall be subject to its obligations
under Article Twelve of the Indenture to the holders of Senior Indebtedness.




     (iv) Until the Debentures are paid in full:




     (A) the Company shall use Commercially Reasonable Efforts, subject to the
occurrence and continuance of a Market Disruption Event, to raise sufficient net
cash proceeds from the issuance of Qualifying Replacement Securities during a
180-day period ending on the date on which the Company delivers the Officers’
Certificate required by the first sentence of clause (v) of this Section 2.02(a)
and/or Section 5.01 (not more than 15 and not less than 10 Business Days prior to
the Scheduled Maturity Date) to permit repayment in full of the



16









 







outstanding principal amount of and accrued and unpaid interest (other than any
deferred interest (including Additional Interest), which shall be paid only in
accordance with Section 2.06) on the Debentures on the Scheduled Maturity Date
pursuant to clause (i) of this Section 2.02(a); and




     (B) if the Company is unable for any reason to raise sufficient net cash
proceeds from the issuance of Qualifying Replacement Securities to permit repayment
in full of the Debentures on the Scheduled Maturity Date or any subsequent Quarterly
Interest Payment Date, the Company shall use Commercially Reasonable Efforts,
subject to the occurrence and continuance of a Market Disruption Event, to raise
sufficient net cash proceeds from the issuance of Qualifying Replacement Securities
during a 90-day period ending on the date on which the Company delivers the
Officers’ Certificate required by the first sentence of clause (v) of this Section
2.02(a) and/or Section 5.01 (not more than 15 and not less than 10 Business Days
prior to the following Quarterly Interest Payment Date) to permit repayment in full
of the outstanding principal amount of and accrued and unpaid interest (other than
any deferred interest (including Additional Interest), which shall be paid only in
accordance with Section 2.06) on the Debentures in full on such following Quarterly
Interest Payment Date pursuant to clause (i)(z) of this Section 2.02(a); and




     (C) the Company shall apply any net cash proceeds from the issuance of
Qualifying Replacement Securities to the repayment of the Debentures as provided in
clause (vi) of this Section 2.02(a).




     (v) The Company shall, if it has not received sufficient net cash proceeds from the
issuance of Qualifying Replacement Securities pursuant to clause (iv) above in connection
with any Repayment Date, deliver an Officers’ Certificate to the Trustee no more than 15 and
no less than 10 Business Days in advance of such Repayment Date stating the amount of net
cash proceeds, if any, received pursuant to clause (iv) above in connection with such
Repayment Date. The Company shall be excused from its obligation to sell Qualifying
Replacement Securities pursuant to clause (iv) above if it delivers an Officers’ Certificate
to the Trustee no more than 15 and no less than 10 Business Days in advance of such
Repayment Date certifying that: (A) a Market Disruption Event was existing and continuing
during the entire 180-day period preceding the date of such Officers’ Certificate or, in the
case of any Repayment Date after the Scheduled Maturity Date, the entire 90-day period
preceding the date of such Officers’ Certificate; or (B) the Company was unable after
Commercially Reasonable Efforts to raise sufficient net proceeds during such 180-day period
or 90-day period preceding the date of such Officers’ Certificate to permit repayment of the
Debentures in full. Each Officers’ Certificate delivered pursuant to the first sentence of
this clause (v), unless no principal amount of Debentures is to be repaid on the applicable
Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 5.01
(which shall be the notice of repayment required to be given to the Holders of the
Debentures under Section 5.03) setting forth the principal amount of the Debentures to be
repaid on such Repayment Date, if any, which amount shall be determined after giving effect
to clause (vi) of this Section 2.02(a).




     (vi) Net cash proceeds of the issuance of any Qualifying Replacement Securities shall
be applied to repayment of the Debentures on any Repayment Date in the following order of
priority: first, to pay deferred interest (including Additional Interest) to the extent of
Eligible Proceeds received pursuant to Section 2.06; second, to pay current interest to the
extent not paid from other sources and; third, to repay the Outstanding principal of the
Debentures; provided that if the Company is obligated to sell Qualifying Replacement
Securities and apply the net proceeds to payments of principal of or interest on any
outstanding securities other than the Debentures then (i) on any date and for any period the
amount of net proceeds received by the Company from those sales and available for such
payments shall be applied to the Debentures and such other outstanding securities having the
same scheduled maturity date as the Debentures, pro rata in accordance with their respective
Outstanding principal amounts and (ii) none of such net proceeds shall be applied to any
other securities having a later scheduled maturity date than the Debentures until the
principal of the Debentures shall have been paid in full. If the Company raises less than
$5 million (or, if less than $5 million principal amount of Debentures remains Outstanding,
an amount less than the remaining principal amount of such remaining Outstanding Debentures)
of net proceeds from the sale of Qualifying Replacement Securities during the relevant
180-day or 90-day period, the Company



17









 







will not be required to repay any Debentures on the Scheduled Maturity Date or the next
Quarterly Interest Payment Date, as applicable, but must use those net proceeds to repay the
Debentures on the next Quarterly Interest Payment Date to the extent the Company has raised
at least $5 million (or, if less than $5 million principal amount of Debentures remains
Outstanding, an amount equal to the remaining Outstanding Debentures) of net proceeds. If
the net proceeds allocable to repay the principal of the Debentures shall not be divisible
by the authorized denominations of the Debentures into a whole number, the net proceeds so
allocable shall be deemed to be equal to the next lower amount divisible by such authorized
denominations into a whole number. The Company shall deliver to the Trustee, no later than
one Business Day prior to a Repayment Date with respect to which the Company has received
net cash proceeds of the issuance of Qualifying Replacement Securities, an Officers’
Certificate setting forth the manner in which such net cash proceeds are to be applied in
accordance with this Section 2.02(a)(vi).




     (vii) The Company shall not amend the Replacement Capital Covenant to impose additional
restrictions on the type or amount of Qualifying Replacement Securities that the Company may
include for purposes of determining whether or to what extent repayment, redemption or
purchase of the Debentures is permitted, except with the consent of Holders of at least a
majority in aggregate Outstanding principal amount of the Debentures. Except as aforesaid,
the Company may amend or supplement the Replacement Capital Covenant in accordance with its
terms and without the consent of the Holders of the Debentures.



          (b) Final Maturity Date. The principal of, and all accrued and unpaid interest on,
all Outstanding Debentures shall be due and payable on October 15, 2068 or, if such date is not a
Business Day, the following Business Day (the “Final Maturity Date”), from any source of
available funds and regardless of the amount of Qualifying Replacement Securities the Company may
have issued and sold by that time.




     Section 2.03. Form, Legend, Transfer and Exchange.



          (a) Form. The Debentures shall be substantially in the form of Exhibit A attached
hereto and shall be issued in fully registered definitive form without interest coupons.
Debentures offered and sold to a qualified institutional buyer in reliance on Rule 144A shall be
issued initially in the form of one or more Rule 144A Global Securities and numbered from 1 upward
with the prefix “RA” and Debentures offered and sold in reliance on Regulation S shall be issued
initially in the form of one or more Regulation S Global Securities and numbered from 1 upward with
the prefix “RS”, and shall in each case be deposited with the Trustee, as custodian for DTC, and
registered in the name of DTC or a nominee of DTC, for credit by DTC to the respective accounts of
beneficial owners of the Debentures represented thereby (or such other accounts as they may direct
consistent with the terms hereof), duly executed by the Company and authenticated by the Trustee as
provided in the Indenture. The aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the Trustee and DTC or its
nominee as hereinafter provided. Principal of and interest on the Debentures issued in definitive
form will be payable, the transfer of such Debentures will be registrable and such Debentures will
be exchangeable for Debentures bearing identical terms and provisions and notices and demands to or
upon the Company in respect of the Debentures and the Indenture may be served at the Corporate
Trust Office of the Trustee, and the Company appoints the Trustee as its agent for the foregoing
purposes, provided that payment of interest may be made at the option of the Company by
check mailed to the Holders at such address as shall appear in the Security Register or by wire
transfer in immediately available funds to the bank account number of the Holders specified in
writing by the Holders not less than 10 days before the relevant Interest Payment Date and entered
in the Security Register by the Securities Registrar. The Debentures may be presented for
registration of transfer or exchange at the Securities Registrar Office. The Debentures are
initially solely issuable as Global Securities. The Depository Trust Company is hereby designated
as Depositary. Registered Debentures shall be physically transferred to all beneficial owners in
definitive form in exchange for their beneficial interests in a Global Security if the Depositary
with respect to such Global Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency
registered under the Exchange Act, as the case may be, and a successor Depositary is not appointed
by the Company within 90 days of such notice.




     In addition, beneficial interests in the Global Securities may be exchanged for definitive
certificated Debentures upon request by or on behalf of the Depositary in accordance with customary
procedures following the
request of a beneficial owner seeking to exercise or enforce its rights under such Debentures
in connection with an 


18









 







Event of Default. If the Company determines at any time that the Debentures
shall no longer be represented by a Global Security, the Company shall inform the Depositary of
such determination which will, in turn, notify participants of their right to withdraw their
beneficial interest from the Global Security. If such participants then elect to withdraw their
beneficial interests, the Company shall issue certificates in definitive form in exchange for such
beneficial interests in the Global Security. Any Global Security, or portion thereof, that is
exchangeable pursuant to this Section 2.03 shall be exchangeable for Debenture certificates
registered in the names directed by the Depositary.



     (b) Legends.




     (i) Each Global Security shall bear the legend specified therefor in Exhibit A
on the face thereof.




     (ii) Each Restricted Security shall bear the private placement legend specified
therefor in Exhibit A on the face thereof (the “Private Placement Legend”).



     (c) Transfer and Exchange.




     (i) Regulation S Global Security to Rule 144A Global Security. If the owner of
a beneficial interest in a Regulation S Global Security wishes at any time to transfer such
interest to a Person who wishes to acquire the same in the form of a beneficial interest in
a Rule 144A Global Security, such transfer may be effected only in accordance with this
Section 2.03 and subject to the Applicable Procedures. Upon receipt by the Securities
Registrar, of (A) an order given by the Participant directing DTC or its authorized
representative that a beneficial interest in the Rule 144A Global Security in a specified
principal amount be credited to a specified Participant’s account and that a beneficial
interest in the Regulation S Global Security in an equal principal amount be debited from
another specified Participant’s account and (B) if such transfer is to occur for so long as
it is a Restricted Security, a certificate in the form of Exhibit B hereto,
satisfactory to the Trustee and duly executed by the owner of such beneficial interest in
the Regulation S Global Security or its attorney duly authorized in writing, then the
Securities Registrar, shall reduce the principal amount of the Regulation S Global Security
and increase the principal amount of the Rule 144A Global Security by such principal amount.




     (ii) Rule 144A Global Security to Regulation S Global Security. If the owner
of a beneficial interest in a Rule 144A Global Security wishes at any time to transfer such
interest to a Person who wishes to acquire the same in the form of a beneficial interest in
a Regulation S Global Security, such transfer may be effected only in accordance with this
Section 2.03 and subject to the Applicable Procedures. Upon receipt by the Securities
Registrar, of (A) an order given by the Participant directing DTC or its authorized
representative that a beneficial interest in the Regulation S Global Security in a specified
principal amount be credited to a specified Participant’s account and that a beneficial
interest in the Rule 144A Global Security in an equal principal amount be debited from
another specified Participant’s account and (B) a certificate in the form of Exhibit
C hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial
interest in the Rule 144A Global Security or its attorney duly authorized in writing, then
the Securities Registrar, shall reduce the principal amount of the Rule 144A Global Security
and increase the principal amount of the Regulation S Global Security by such principal
amount.



     (d) Use and Removal of Private Placement Legends.




     (i) Upon the transfer, exchange or replacement of Debentures (or beneficial interests
in a Global Security) not bearing (or not required to bear upon such transfer, exchange or
replacement) a Private Placement Legend, the Securities Registrar shall exchange such
Debentures (or beneficial interests in a Global Security) for beneficial interests in a
Global Security (or certificated Securities if they have been issued pursuant to this
Section 2.03) that does not bear a Private Placement Legend.



19









 






     (ii) Upon the transfer, exchange or replacement of Debentures (or beneficial interests
in a Global Security) bearing a Private Placement Legend, the Securities Registrar shall
deliver only Debentures that bear (or beneficial interests in a Global Security that bears)
a Private Placement Legend unless:




   (A) such Debentures (or beneficial interests) are transferred pursuant to Rule 144
upon delivery to the Securities Registrar of a certificate of the transferor in the form
of Exhibit D and an Opinion of Counsel reasonably satisfactory to the Company to
the effect that neither such Private Placement Legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act; or




   (B) in connection with such transfer, exchange or replacement the Company and the
Trustee shall have received an Opinion of Counsel, certificates and such other evidence
reasonably satisfactory to the Company to the effect that neither such Private Placement
Legend nor the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act.




     (iii) The Holder of a Global Security that bears a Private Placement Legend may
exchange an interest therein for an equivalent interest in a Global Security not bearing a
Private Placement Legend upon transfer of such interest pursuant to this Section 2.03(d).



     (e) Reports.




     (i) At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act,
the Company shall, so long as any of the Debentures shall, at such time, constitute
“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon
written request, provide to any Holder, beneficial owner or prospective purchaser of such
Debentures, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act to facilitate the resale of such Debentures pursuant to Rule 144A under the
Securities Act.




     (ii) For so long as the Debentures are listed on a Relevant Exchange and the rules of
such exchange so require, the Company will provide the reports required to be provided to
the Holders of the Debentures to the Paying Agent located in the relevant jurisdiction in
which such exchange is located.



     (f) Trustee and Security Registrar.



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



     Section 2.04. Rate of Interest; Interest Payment Date.



          (a) Rate of Interest. The Debentures shall bear interest from and including the date
hereof to but excluding October 15, 2018 or earlier Redemption Date of the Debentures, at the rate
of 10% per annum, payable as set forth in clause (b) below computed on the basis of a 360-day year
comprised of twelve 30-day months. Commencing on October 15, 2018, the Debentures shall bear
interest at a floating annual rate, reset quarterly on the first day of each Floating Rate Interest
Period by the Calculation Agent, equal to Three-Month LIBOR, determined for each Floating Rate
Interest Period as set forth herein plus 6.824% (the “Floating Rate”), payable as set forth
in clause (b) below. The amount of Floating Rate interest payable on the Debentures for any
Floating Rate Interest Period will be computed on the basis of a 360-day year and the actual number
of days elapsed in the 360-day year. Interest scheduled for payment but not paid upon any Interest
Payment Date, including interest not required to be paid due to deferral under the terms of this
Second Supplemental Indenture, shall bear Additional
Interest from the originally scheduled payment date therefor at the rate borne by the
Debentures; provided that (i) if



20









 




 a scheduled Semi-Annual Interest Payment Date is not a
Business Day, interest payable on such Semi-Annual Interest Payment Date shall be paid on the next
succeeding day that is a Business Day, and no interest will accrue as a result of any such
postponement, and (ii) if a scheduled Quarterly Interest Payment Date is not a Business Day, the
Quarterly Interest Payment Date shall be postponed to the next succeeding day that is a Business
Day, and interest will continue to accrue during such postponement. Interest will accrue from and
including the last Interest Payment Date in respect of which interest has been paid or duly
provided for to but excluding the following Interest Payment Date with respect to which the
interest has been paid or duly provided for.




          (b) Interest Payment Dates. Subject to the other provisions hereof, interest on the
Debentures shall be payable (i) semi-annually in arrears on April 15 and October 15 of each year,
commencing on April 15, 2009, until and including October 15, 2018 (each such date, a
“Semi-Annual Interest Payment Date”) and (ii) thereafter, quarterly in arrears on January
15, April 15, July 15 and October 15 of each year, commencing on January 15, 2019 (each such date,
a “Quarterly Interest Payment Date” and, together with Semi-Annual Interest Payment Dates,
each, an “Interest Payment Date”).




     Section 2.05. Interest Deferral.




     (a) Option to Defer Interest Payments.




     (i) So long as no Event of Default with respect to the Debentures has occurred and is
continuing, the Company shall have the right on one or more occasions, to defer the payment
of interest on the Debentures for one or more Interest Periods up to 10 consecutive years,
provided that no Deferral Period shall extend beyond the Final Maturity Date, the
earlier accelerated maturity date of the Debentures or other repayment or redemption in full
of the Debentures. If the Company shall fail to pay interest on the Debentures on any
Interest Payment Date, the Company shall be deemed to elect to defer payment of such
interest on such Interest Payment Date, unless the Company shall pay such interest in full
within five Business Days after any such Interest Payment Date. If the Company shall have
paid all deferred interest (including Additional Interest) on the Debentures, the Company
shall have the right to elect to begin a new Deferral Period pursuant to this Section 2.05.




     (ii) During a Deferral Period, interest (including Additional Interest) will continue
to accrue on the Debentures at the then applicable interest rate, compounded semi-annually
or quarterly, as applicable, as of each Interest Payment Date to the extent permitted by
applicable law.




     (iii) The Company shall pay all deferred interest, including Additional Interest, in
accordance with the provisions of Section 307 of the Indenture applicable to Defaulted
Interest.



          (b) Payment of Deferred Interest. The Company will not pay any deferred interest
(including Additional Interest) on the Debentures except in accordance with Section 2.06 prior to
the Final Maturity Date, except at any time that the principal amount of the Debentures shall have
been accelerated and such acceleration has not been rescinded or in the case of a Business
Combination to the extent provided below in Section 2.05(c). On the Final Maturity Date or if the
principal amount of the Debentures shall have been accelerated and such acceleration has not been
rescinded, the Company shall pay all accrued and unpaid interest, including deferred interest
(including Additional Interest), from any available funds. Notwithstanding the foregoing, on any
Interest Payment Date the Company may pay the current interest accrued during the immediately
preceding Interest Period from any available funds.




          (c) Business Combination Exception. If the Company is involved in a Business
Combination where immediately after its consummation more than 50% of the voting stock of the
Person that is the surviving entity of such Business Combination, or the Person to whom all or
substantially all of the Company’s property or assets are conveyed, transferred or leased in such
Business Combination, is owned by the stockholders of the other party to such Business Combination,
then Section 2.05(b) and Section 2.06 shall not apply to any payment of interest for a Deferral
Period that is terminated on the next Interest Payment Date following the date of consummation of
such Business Combination.




21









 








          (d) Notice of Deferral. The Company shall provide written notice to the Trustee and
the Holders of the Debentures of its election to commence or continue any Deferral Period at least
one Business Day and not more than sixty Business Days prior to the applicable Interest Payment
Date. Notice of the Company’s election of a Deferral Period shall be given to the Trustee and each
Holder of Debentures at such Holder’s address appearing in the Security Register by first-class
mail, postage prepaid. Notwithstanding the foregoing, the failure of the Company to provide notice
in accordance with this Section 2.05(d) of its election to commence or continue any Deferral
Period, including any deemed election as provided in Section 2.05(a)(i), shall not affect the
validity of such deferral hereunder.




     Section 2.06. Alternative Payment Mechanism.



          (a) Obligation to Issue APM Qualifying Securities. During the APM Period, the Company
shall, subject to the limitations set forth in clauses (i), (ii) and (iii) below, the occurrence
and continuation of a Market Disruption Event as provided in Section 2.06(b), and Section 2.05(b)
and Section 2.06(c), sell APM Qualifying Securities until the Company has raised an amount of
Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid deferred interest on
the Debentures, including Additional Interest, and apply such Eligible Proceeds as promptly as
practicable following receipt thereof to the payment of all accrued and unpaid deferred interest
(including Additional Interest) on the Debentures until all such deferred interest (including
Additional Interest) has been paid in full. Subject to the limitations set forth in this Section
2.06(a), during an APM Period, the Company may in its discretion select the types of APM Qualifying
Securities to sell to satisfy its obligations under this Section 2.06(a):





     (i) Prior to the fifth anniversary of the commencement of a Deferral Period the Company
shall not be obligated to issue Common Stock or Qualifying Warrants to the extent that the
number of shares of Common Stock issued or issuable upon the exercise of such Qualifying
Warrants plus the number of shares of Common Stock previously issued or issuable upon the
exercise of Qualifying Warrants previously issued during such Deferral Period would exceed
an amount equal to 2% of the total number of issued and outstanding shares of Common Stock
as of the date of the Company’s then most recent publicly available consolidated financial
statements immediately prior to the date of such issuance (the “Common Stock Issuance
Cap”). If the Company shall have issued Common Stock or Qualifying Warrants during any
Deferral Period such that the Common Stock Issuance Cap shall have been reached,
notwithstanding any subsequent increase in the number of outstanding shares of Common Stock
in accordance with clause (iii) below or otherwise, the Common Stock Issuance Cap applicable
during such Deferral Period shall not be increased. On and after the fifth anniversary of
the commencement of any Deferral Period, the Common Stock Issuance Cap shall cease to apply
and the Company shall pay any deferred interest, regardless of the time at which it was
deferred, as provided in this Section 2.06(a) without regard to the Common Stock Issuance
Cap, but subject to the other limitations set forth herein. Upon the termination of any
Deferral Period, if the Company shall thereafter start a new Deferral Period, the Common
Stock Issuance Cap shall apply without regard to the shares of Common Stock and Qualifying
Warrants issued in any prior Deferral Period. Notwithstanding the Common Stock Issuance
Cap, the Company shall have the right, in its sole discretion, to issue Common Stock or
Qualifying Warrants in excess of the Common Stock Issuance Cap for the purpose of paying
deferred interest (including Additional Interest) on the Debentures or for any other
purpose;




     (ii) The Company shall not issue Qualifying Preferred Stock or Mandatorily Convertible
Preferred Stock to the extent that the net proceeds of any issuance of Qualifying Preferred
Stock or Mandatorily Convertible Preferred Stock applied, together with the net proceeds of
all prior issuances of Qualifying Preferred Stock and any still-outstanding Mandatorily
Convertible Preferred Stock applied during the current and all prior Deferral Periods, to
pay deferred interest on the Debentures pursuant to this Section 2.06, would exceed 25% of
the aggregate principal amount of the Debentures (the “Preferred Stock Issuance
Cap”);




     (iii) Notwithstanding the Common Stock Issuance Cap and the Preferred Stock Issuance
Cap, so long as any Debentures shall remain Outstanding, the Company shall not sell Common
Stock, Qualifying Warrants, or Mandatorily Convertible Preferred Stock for the purpose of
paying deferred
interest (including Additional Interest) on the Debentures in an amount such that the
Common Stock to be


22









 







  issued (or which would be issuable upon exercise or conversion thereof)
would exceed the Shares Available for Issuance (the “Share Cap”). The Company shall
use its commercially reasonable efforts to seek stockholder approval to increase the number
of authorized shares of the Common Stock if at any date the Shares Available for Issuance
falls below the greater of:




     (A) 201 million shares (or 402 million shares if the Company has amended the
Definition of APM Qualifying Securities to eliminate Common Stock) (as adjusted for
any stock split, stock dividend, reclassification, recapitalization, split-up,
combination, exchange of shares or similar transaction); and




     (B) the number of shares that the Company would be required to issue to raise
sufficient Eligible Proceeds (assuming a price per share equal to the average
trading price of a share of Common Stock during the 10-Trading Day period preceding
the date of determination) equal to the lesser of (a) the sum of (1) three times the
amount of the then outstanding deferred interest (including Additional Interest) on
the Debentures plus (2) the amount of interest (including Additional Interest) that
would accumulate on the Debentures during the next twelve months assuming no
payments of interest thereon are made, and (b) the amount of interest (including
Additional Interest) that would accumulate on the Debentures during the 10 year
period beginning on the commencement of the then current Deferral Period. For
purposes of determining the amounts accruing subsequent to October 15, 2018,
interest will be computed by reference to Three-Month LIBOR for the then current
Interest Period plus 6.824%.



     If the Company issues additional Debentures, the number of shares referred to in (A) above
will be increased proportionately to the principal amount of such additional Debentures.



          (b) Market Disruption Event. Section 2.06(a) shall not apply, with respect to any
Interest Payment Date, if not less than 10 Business Days prior to such Interest Payment Date the
Company shall have provided to the Trustee an Officers’ Certificate (which the Trustee will
promptly forward upon receipt to each Holder of Debentures) stating that a Market Disruption Event
has occurred and is continuing and identifying the type of Market Disruption Event that has
occurred and the date(s) on which that Market Disruption Event occurred or existed. The obligation
of the Company to sell APM Qualifying Securities to pay deferred interest (including Additional
Interest) on the Debentures shall resume at such time as no Market Disruption Event exists or is
continuing.





     (c) Partial Payment of Deferred Interest.




     (i) If the Eligible Proceeds received by the Company from one or more sales of APM
Qualifying Securities are not sufficient to satisfy the full amount of accrued and unpaid
deferred interest, including Additional Interest, on the Debentures (together with the full
amount of deferred interest on Parity Securities in the circumstances described in clause
(ii) below) on any Interest Payment Date, such Eligible Proceeds shall be allocated to pay
accrued and unpaid deferred interest to Holders of the Debentures (and Parity Securities, if
applicable) on a pro rata basis based on the total amount of accrued and unpaid deferred
interest then due. Not less than 10 Business Days prior to any Interest Payment Date with
respect to which insufficient Eligible Proceeds have been received by the Company, the
Company shall deliver to the Trustee an Officers’ Certificate stating that such insufficient
proceeds have been received and stating the amount of such proceeds allocable to pay accrued
and unpaid deferred interest on the Debentures in accordance with this clause (i).




     (ii) If on any date or for any period the Company pays interest on any class of Parity
Securities in an amount that is less than the full amount of accrued but unpaid interest
payable on such class of Parity Securities, including pursuant to an obligation to pay to
the holders of such Parity Securities the proceeds of a sale of APM Qualifying Securities,
the Company will make payments on all outstanding classes of Parity Securities on the same
date or for the same corresponding period as on the Debentures on a pro rata basis based on
the total amounts then due, except and to the extent the terms of any such Parity

Securities (each a “Particular Parity Security”) would prohibit the Company
from making such payments on such Particular Parity Security.


23









 








     Section 2.07. Events of Default.



     Solely for purposes of the Debentures, Section 501 of the Indenture shall be deleted and
replaced by the following:



          Section 5.01. Events of Default.




     “Event of Default”, wherever used herein with respect to the Debentures, means any one
of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):




     (1) default in the payment of interest, including Additional Interest, in full on any
Debenture for a period of 30 days after the conclusion of a 10-year period following the
commencement of any Deferral Period, or on the Final Maturity Date; or




     (2) default in the payment of principal of, or premium, if any, on any Debenture on the
Final Maturity Date or upon redemption; or




     (3) the entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the
Company in an involuntary case under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law, or appointing a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or of any substantial part
of its property or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of 90
consecutive days; or




     (4) the institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of
the Company or of any substantial part of its property and such official is not discharged
within 60 days, or the making by it of a general assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as they become
due.



     The Trustee shall have no right or obligation under the Indenture or otherwise to exercise any
remedies on behalf of the Holders of the Debentures in connection with any failure by the Company
to comply with any covenant or warranty of the Company contained in the Indenture (other than any
covenant referred to in Section 501(1) or (2)), unless the Trustee is directed to exercise such
remedies pursuant to and subject to the provisions of Section 512 of the Indenture. In connection
with any such exercise of remedies, the Trustee shall be entitled to the same immunities and
protections and remedial rights (other than acceleration) as if such failure to comply were an
Event of Default. The Trustee shall not be charged with knowledge or notice of any such failure to
comply unless and until it shall have received the foregoing direction under Section 512 of the
Indenture.



     Section 2.08. Securities Registrar; Paying Agent; Delegation of Trustee Duties.



     The Company initially appoints The Bank of New York Mellon Trust Company, N.A., as Security
Registrar and principal paying agent with respect to the Debentures. In addition, for so long as
the Debentures are listed on a Relevant Exchange and the rules of the Relevant Exchange so require,
the Company shall maintain an office or agency in the relevant jurisdiction in which such exchange
is located, where the Debentures may be
presented for payment (together with the paying agent appointed in the preceding sentence, the
“Paying Agent”) and notices and demands to or upon the Company in respect of the Debentures
and this Second Supplemental Indenture may be served. The term “Paying Agent” includes any
additional paying agent. The Company may change the Paying Agent and the Security Registrar
without notice to Holders.



24









 





     Section 2.09. Limitation on Claims in the Event of Bankruptcy, Insolvency or
Receivership. Each Holder, by such Holder’s acceptance of the Debentures, agrees that in the
event of the Company’s bankruptcy, insolvency or receivership prior to the redemption or repayment
of such Debentures, whether voluntary or not, such Holder of Debentures shall have no claim under
the Debentures for, and no right to receive, any deferred and unpaid interest (including Additional
Interest) pursuant to Section 2.05 that has not been paid pursuant to Section 2.05 and Section 2.06
to the extent the amount of such deferred interest exceeds the amount of deferred interest
(including Additional Interest) that relates to the earliest two years of the portion of the
Deferral Period for which interest has not been paid.



     Section 2.10. Subordination. The subordination provisions of Article Twelve of the
Indenture shall apply to the Debentures, provided that, for purposes of such Article
Twelve, Senior Indebtedness will not include (a) indebtedness incurred for the purchase of goods,
materials or property, or for services obtained in the ordinary course of business or for other
liabilities arising in the ordinary course of business (i.e., trade accounts payable), (b) any
indebtedness which by its terms expressly provides that it is not senior to the Debentures, (c) any
of the Company’s indebtedness owed to a Person who is a Subsidiary or employee of the Company, (d)
the Income Capital Obligation Notes due 2067 of the Company issuable pursuant to the Junior
Subordinated Indenture, dated as of February 12, 2007, between the Company and LaSalle Bank Nation
Association, a national banking association incorporated and existing under the laws of the United
States of America, as Trustee, or (e) the 8.125% Fixed-to-Floating Rate Junior Subordinated
Debentures due 2068 of the Company issued pursuant to the Indenture, as supplemented by the First
Supplemental Indenture dated as of June 6, 2008 between the Company and The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee, or
(f) any other indebtedness of the Company that by its terms ranks pari passu with the Debentures,
and, in each case, the Debentures shall be pari passu with such
indebtedness.1



     Section 2.11. Satisfaction and Discharge. The provisions of Section 401 and Article
13 of the Indenture shall apply to the Debentures.



ARTICLE III




COVENANTS




     Section 3.01. Dividend and Other Payment Stoppages. So long as any Debentures remain
Outstanding, if the Company shall have given notice of its election to defer interest payments on
the Debentures but the related Deferral Period has not yet commenced or a Deferral Period is
continuing, the Company shall not, and shall not permit any Subsidiary of the Company to:



          (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any shares of capital stock of the Company other than:





     (i) any purchase, redemption or other acquisition of shares of Common Stock in
connection with any employment contract, benefit plan or other similar arrangement with or
for the benefit of employees, officers, directors or consultants;




     (ii) purchases of shares of Common Stock pursuant to a contractually binding
requirement to buy Common Stock entered into prior to the beginning of such Deferral Period,
including under a contractually binding stock repurchase plan;




     (iii) as a result of any exchange, redemption or conversion of any class or series of
the Company’s capital stock, or the capital stock of one of its Subsidiaries, for any class
or series of the





 




			
	1	 	Update as needed.





25









 






Company’s capital stock, or of any class or series of the Company’s
indebtedness for any class or series of the Company’s capital stock;




     (iv) any purchase of, or payment of cash in lieu of, fractional interests in shares of
the Company’s capital stock in accordance with the conversion or exchange provisions of such
capital stock or the security being converted or exchanged;




     (v) the redemption or repurchase of rights in accordance with any stockholders’ rights
plan; or



          (b) make any payment of principal of, or interest or premium, if any, on or repay, repurchase
or redeem any of the Company’s debt securities or guaranties that rank equally with the Debentures
(“Parity Securities”) or junior to the Debentures other than (i) any payment of current or
deferred interest on Parity Securities made pro rata to the amounts due on such Parity Securities
(including the Debentures) provided that such payments are made in accordance with Section
2.06(c) to the extent applicable, and any payments of deferred interest on Parity Securities that,
if not made, would cause the Company to breach the terms of the instrument governing such Parity
Securities; or (ii) any payment of principal on Parity Securities necessary to avoid a breach of
the instrument governing such Parity Securities.




     Section 3.02. Additional Limitation on Deferral Over One Year.



          (a) Subject to the exceptions specified in Section 3.01 above, if any Deferral Period lasts
longer than one year, the Company shall not, and shall not permit any Subsidiary of the Company to,
redeem or repurchase any of the Company’s APM Qualifying Securities, the proceeds from the sale of
which were used to pay deferred interest on the Debentures during the relevant Deferral Period, or
any securities of the Company that rank equally with or junior to such APM Qualifying Securities
until the first anniversary of the date on which all deferred interest on the Debentures shall have
been paid pursuant to Section 2.06 above.




          (b) If the Company is involved in a Business Combination where immediately after its
consummation more than 50% of the voting stock of the Person that is the surviving entity of such
Business Combination, or the Person to whom all or substantially all of the Company’s property or
assets are conveyed, transferred or leased in such Business Combination, is owned by the
stockholders of the other party to the Business Combination, then Section 3.02(a) shall not apply
to any redemption or repurchase of the Company’s APM Qualifying Securities if the Deferral Period
is terminated on or prior to the next Interest Payment Date following the date of consummation of
such Business Combination.




ARTICLE IV




REDEMPTION OF THE DEBENTURES




     Section 4.01. Redemption. Subject to the Replacement Capital Covenant, the Debentures
shall be redeemable in accordance with Article Eleven of the Indenture, except to the extent
otherwise provided in this Second Supplemental Indenture, in whole at any time or in part from time
to time after the date of this Second Supplemental Indenture; provided that no partial
redemption pursuant to this Section 4.01 shall be effected (x) unless at least $25 million
aggregate principal amount of the Debentures shall remain Outstanding after giving effect to such
redemption and (y) if the principal amount of the Debentures shall have been accelerated and such
acceleration has not been rescinded or unless all accrued and unpaid interest, including deferred
interest (including Additional Interest), shall have been paid in full on all Outstanding
Debentures for all Interest Periods terminating on or before the Redemption Date; provided,
further, that no Holder of Debentures (or owner of a beneficial interest in a Global
Security evidencing such Debentures) shall be eligible to have such Debentures redeemed in part if,
following such redemption such Holder or owner would hold or have a beneficial interest in a Global
Security in an



26









 







aggregate principal amount that is not an Authorized Denomination; provided, that,
the Trustee shall not be responsible for determining compliance with the foregoing proviso with
respect to the owner of a beneficial interest in a Global Security.



     Section 4.02. Redemption Price. The Redemption Price for any redemption pursuant to
Section 4.01 will be equal to (1) in the case of any redemption prior to October 15, 2018, the
greater of (i) 100% of the principal amount of the Debentures being redeemed, and (ii) the
Make-Whole Redemption Amount, in each case plus accrued and unpaid interest to but excluding the
Redemption Date, or (2) in the case of any redemption on or after October 15, 2018, 100% of the
principal amount of the Debentures being redeemed plus accrued and unpaid interest to but excluding
the Redemption Date. The Company shall give the Trustee prompt notice of the determination of any
Redemption Price provided for in this Section and the Trustee shall have no responsibility for
determining such Redemption Price.



ARTICLE V




REPAYMENT OF DEBENTURES




     Section 5.01. Repayments. The Company shall, not more than 15 nor less than 10
Business Days prior to each Repayment Date (unless a shorter notice shall be satisfactory to the
Trustee), deliver to the Trustee an Officers’ Certificate notifying it of the principal amount of
Debentures to be repaid on such date pursuant to Section 2.02(a).



     Section 5.02. Selection of the Debentures to be Repaid. If less than all the
Debentures are to be repaid on any Repayment Date (unless such repayment affects only a single
Debenture), the particular Debentures to be repaid shall be selected by the Trustee promptly
following receipt of the notice specified in Section 5.01, from the Outstanding Debentures not
previously repaid or called for redemption by such method as the Trustee in its sole discretion
shall deem fair and appropriate and which may provide for the selection for repayment of a portion
of the principal amount of any Debenture, provided that the portion of the principal amount
of any Debenture not repaid shall be in an Authorized Denomination (which shall not be less than
the Minimum Authorized Denomination) for such Debenture. If less than all the Debentures and of a
specified tenor are to be repaid (unless such redemption affects only a single Debenture), the
particular Debentures to be repaid shall be selected by the Trustee promptly following receipt of
the notice specified in Section 5.01, from the Outstanding Debentures and specified tenor not
previously called for repayment in accordance with the preceding sentence.



     The Trustee shall promptly notify the Company in writing of the Debentures selected for
partial repayment and the principal amount thereof to be repaid. For all purposes hereof, unless
the context otherwise requires, all provisions relating to the repayment of Debentures shall
relate, in the case of any Debentures repaid or to be repaid only in part, to the portion of the
principal amount of such Debentures which has been or is to be repaid.



     Section 5.03. Notice of Repayment. Notice of repayment shall be given by first-class
mail, postage prepaid, mailed not earlier than the 15th Business Day, and not later than the fifth
Business Day, prior to the Repayment Date, to each Holder of Debentures to be repaid, at the
address of such Holder as it appears in the Security Register.



     Each notice of repayment shall identify the Debentures to be repaid (including the Debentures’
CUSIP number, if a CUSIP number has been assigned to the Debentures) and shall state:



          (a) the Repayment Date;



          (b) if less than all Outstanding Debentures are to be repaid, the identification (and, in the
case of partial repayment, the respective principal amounts) of the particular Debentures to be
repaid;





27












 





          (c) that on the Repayment Date, the principal amount of the Debentures to be repaid will
become due and payable upon each such Debenture or portion thereof, and that interest thereon, if
any, shall cease to accrue on and after said date; and




          (d) the place or places where such Debentures are to be surrendered for payment of the
principal amount thereof.




     Notice of repayment shall be given by the Company or, if the Company timely notifies the
Trustee, at the Company’s request, by the Trustee in the name and at the expense of the Company and
shall be irrevocable. The notice if mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holders receive such notice. In any case, a
failure to give such notice by mail or any defect in the notice to any Holder of any Debentures
designated for repayment as a whole or in part shall not affect the validity of the proceedings for
the repayment of any other Debentures.



     Section 5.04. Deposit of Repayment Amount. Prior to the Repayment Date specified in
the notice of repayment given as provided in Section 5.03, the Company will deposit with the
Trustee or with one or more Paying Agents (or if the Company is acting as its own Paying Agent, the
Company will segregate and hold in trust as provided in Section 1003 of the Indenture) an amount of
money, in immediately available funds, sufficient to pay the principal amount of, and any accrued
interest on, all the Debentures which are to be repaid on that date.



     Section 5.05. Repayment of Debentures. If any notice of repayment has been given as
provided in Section 5.03, the Debentures or portion of the Debentures with respect to which such
notice has been given shall become due and payable on the date and at the place or places stated in
such notice. On presentation and surrender of such Debentures at a Place of Payment in said notice
specified, the said Debentures or the specified portions thereof shall be paid by the Company at
their principal amount, together with accrued interest to but excluding the Repayment Date, and any
deferred interest (including Additional Interest) shall be paid in accordance with Section 2.06;
provided that, except in the case of a repayment in full of all Outstanding Debentures,
installments of interest whose Stated Maturity is on or prior to the Repayment Date will be payable
to the Holders of such Debentures, registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the provisions of Section 1101 of the Indenture.
Upon presentation of any Debentures repaid in part only, the Company shall execute and the Trustee
shall authenticate and make available for delivery to the Holders thereof, at the expense of the
Company, a new Debenture, of authorized denominations, in aggregate principal amount equal to the
portion of the Debentures not repaid and so presented and having the same Scheduled Maturity Date
and other terms. If a Global Security is so surrendered, such new Debentures will also be a new
Global Security.



     If any Debentures required to be repaid shall not be so repaid upon surrender thereof, the
principal of such Debentures shall, until paid, bear interest from the applicable Repayment Date at
the rate prescribed therefor in the Debentures.



ARTICLE VI




ORIGINAL ISSUE DISCOUNT




     Section 6.01. Calculation of Original Issue Discount. If during any calendar year any
original issue discount shall have accrued on the Debentures, the Company shall file with each
Paying Agent (including the Trustee if it is a Paying Agent) by January 15 of the following
calendar year (a) a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Debentures as of the end of such year and
(b) such other specific information relating to such original issue discount as may then be
relevant under the Internal Revenue Code of 1986, as amended from time to time.



28









 





ARTICLE VII




SUPPLEMENTAL INDENTURES




     Section 7.01. Supplemental Indentures Without Consent of Holders. Notwithstanding
Section 901 and Section 902 of the Indenture, without the consent of any Holders of Debentures, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time
may amend this Second Supplemental Indenture for any of the following purposes:




     (1) to modify the definition of “Shares Available for Issuance” contained in Section
1.01 and the related provisions of this Second Supplemental Indenture, provided that
(a) the Company shall have determined in good faith that such modification is not materially
adverse to the Holders of the Debentures, (b) the rating agencies then rating the Debentures
shall have confirmed the then current ratings of the Debentures after taking into account
such modification, and (c) the number of Shares Available for Issuance, after giving effect
to such modification, will not fall below the threshold set forth in the second sentence of
Section 2.06(a)(iii);




     (2) to modify the definition of “APM Qualifying Securities” contained in Section 1.01
to eliminate (a) one, but not both, of Common Stock or Qualifying Warrants, and (b) any
other security if, after the date hereof, an accounting standard or interpretive guidance of
an existing accounting standard issued by an organization or regulator that has
responsibility for establishing or interpreting accounting standards used to prepare the
Company’s financial statements filed with the Commission, becomes effective, which, as a
result, causes the Company to believe there is more than an insubstantial risk that failure
to so modify the definition of “APM Qualifying Securities” would result in a reduction in
the earnings per share of the Company, as calculated for financial reporting purposes; or




     (3) at the written request of Allianz SE or any of its Subsidiaries, to amend this
Second Supplemental Indenture to divide the Debentures then beneficially owned by any such Person
into two tranches (including, if appropriate, by designating such tranches as independent
classes of this series capable of having as a result of a remarketing different voting
rights and other terms), both of which shall have terms
initially identical to the terms of the Debentures, but each of which shall be
separately identifiable, whether by CUSIP or other comparable identification methodology,
and at least one of which shall be in a minimum principal amount of not less than
$250,000,000, it being understood that (a) the right of such Person to request action by the
Company pursuant to this clause (3) shall be exercisable for so long as any such Person
beneficially owns any of the Debentures; and (b) such Person shall have no right to instruct
the Company to amend the terms of the tranches created pursuant to this clause (3).



ARTICLE VIII




MISCELLANEOUS




     Section 8.01. Effectiveness. This Second Supplemental Indenture will become effective
upon its execution and delivery.



29









 





     Section 8.02. Notice. Notices regarding the Debentures shall, for so long as the
Debentures are listed on a Relevant Exchange, and the rules of the Relevant Exchange so require, be
published in the relevant jurisdiction in which such exchange is located, publication to be not
later than the latest date, and not earlier than the earliest date, prescribed hereunder for the
giving of such notice, and mailed by first class postage or overnight delivery to each registered
Holder of Debentures at such Holder’s address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed hereunder for the giving
of such notice. Copies of any such communication or notice to a Holder shall also be mailed to the
Trustee, the Security Registrar and each Paying Agent at the same time.



     Section 8.03. Effect of Recitals. The recitals contained herein and in the
Debentures, except the Trustee’s certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for
their correctness. The Trustee makes no representations as to the validity or sufficiency of this
Second Supplemental Indenture or of the Debentures. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of the Debentures or the
proceeds thereof.



     Section 8.04. Ratification of Indenture. The Indenture as supplemented by this Second
Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein
provided.



     Section 8.05. Tax Treatment; Withholding. The Company agrees, and by acceptance of a
Debenture or a beneficial interest in a Debenture each Holder of a Debenture and any Person
acquiring a beneficial interest in a Debenture agrees, to treat the Debentures as indebtedness for
United States federal income tax purposes. Prior to the date hereof, the Trustee will provide to
the Company an accurate, complete and original signed Internal Revenue Service Form W-9. The
Company (or its agent or any intermediary) is permitted to withhold on any payments under this
Second Supplemental Indenture any present or future taxes, duties, assessments, fees or other
governmental charges as required by law. If any such withholding is required, each recipient shall
be treated for all purposes of this Second Supplemental Indenture as if it had received the entire
payment without such withholding.



     Section 8.06. Governing Law. This Second Supplemental Indenture, the Indenture as
supplemented hereby and the Debentures shall be governed by and construed in accordance with the
laws of the State of New York.



     Section 8.07. Severability. In case any provision in this Second Supplemental
Indenture, the Indenture as supplemented hereby or in the Debentures shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



* * *




     This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



30









 





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



	 	 	 	 	 
	 	THE HARTFORD FINANCIAL SERVICES GROUP, INC.

 	 
	 	By:  	/s/ John N Giamalis
	 
	 	 	Name:  	John N. Giamalis 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST 

       COMPANY, N.A. as Trustee

 	 
	 	By:  	/s/ M. Callahan 	 
	 	 	Name:  	M. Callahan 	 
	 	 	Title:  	Vice President 	 
	 



Second Supplemental Indenture




 









 








Exhibit A




FORM OF DEBENTURE




[Include the following legend for Global Securities only:]





     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



[Include the following Private Placement Legend on all Debentures that are Rule 144A Restricted
Securities:]




     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND THIS SECURITY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS
SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.



     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED
INSTITUTIONAL BUYERS IN A TRANSACTION MEETING THE REQUIRMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT,
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER OR ANY SUCCESSOR PROVISION THERETO (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS, AND
(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.



[Include the following Private Placement Legend on all Regulation S Restricted Securities:]




     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), AND MAY NOT BE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE



A-1









 







EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE
SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE
SECURITIES ACT.



A-2









 





	 	 	 
	No.

	 	Principal Amount:
	Issue Date:

	 	CUSIP:






THE HARTFORD FINANCIAL SERVICES GROUP, INC.




10% FIXED-TO-FLOATING RATE

JUNIOR SUBORDINATED DEBENTURE DUE 2068




     THE HARTFORD FINANCIAL SERVICES GROUP, INC., a corporation organized and existing under the
laws of Delaware (hereinafter called the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to [Cede &
Co.]1, or registered assigns, the principal sum of                      Dollars
($                    ) [or such greater or lesser amount as is indicated on the Schedule of Exchanges of
Interests in the Global Security attached hereto]1, and all accrued and unpaid interest
thereon on October 15, 2038 (the “Scheduled Maturity Date”), subject to and in accordance
with the provisions of Section 2.02 of the Second Supplemental Indenture. If that amount is not
paid in full on the Scheduled Maturity Date or any subsequent Interest Payment Date, the remaining
amount, together with accrued and unpaid interest thereon, will be due and payable on the Final
Maturity Date. The Final Maturity Date will be October 15, 2068.



     The Company further promises to pay interest on said principal sum from and including October
17, 2008, or from and including the most recent Interest Payment Date on which interest has been
paid or duly provided for (subject to the Company’s right to defer payment of interest as set forth
herein and in the Indenture), semi-annually in arrears on April 15 and October 15 of each year,
commencing on April 15, 2009 and ending on October 15, 2018, at the rate of 10% per annum, on the
basis of a 360-day year consisting of twelve 30 day months, and thereafter to pay interest on said
outstanding principal sum quarterly in arrears on January 15, April 15, July 15, and October 15 of
each year, commencing on January 15, 2019 at a floating annual rate equal to Three-Month LIBOR plus
6.824%, computed on the basis of a 360-day year and the actual number of days elapsed in the 360
day year, until the principal hereof is paid or duly provided for or made available for payment.
Interest scheduled for payment but not paid upon any Interest Payment Date, including interest not
required to be paid due to the Company having exercised its right to defer payment of interest set
forth herein and in the Indenture, shall bear Additional Interest from the originally scheduled
payment date therefor at the rate then applicable to this Security, as provided in the Indenture.



     Except as provided in Section 5.05 of the Second Supplemental Indenture, the interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said Indenture.



     The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all Senior
Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on its behalf to take such actions as may
be necessary or appropriate to effectuate the subordination so provided and (c) appoints the
Trustee its attorney-in-fact for any and all such purposes. Each Holder hereof, by its acceptance
hereof, waives all notice of the acceptance of the subordination provisions contained herein and in
the Indenture by each holder of Senior





 




			
	1	 	Insert in Global Securities.




A-3









 









Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions.




     As provided in the Indenture, so long as no Event of Default has occurred and is continuing,
the Company shall have the right on one or more occasions, to defer the payment of interest for one
or more Interest Periods up to 10 consecutive years, provided that no Deferral Period shall
extend beyond the Final Maturity Date, the earlier accelerated maturity date hereof or other
repayment or redemption in full hereof. If the Company shall fail to pay interest hereon on any
Interest Payment Date, the Company shall be deemed to elect to defer payment of such interest on
such Interest Payment Date, unless the Company shall pay such interest in full within five Business
Days after any such Interest Payment Date. If the Company shall have paid all deferred interest
(including Additional Interest) hereon, the Company shall have the right to elect to begin a new
Deferral Period as provided in the Indenture.



     Payment of the principal of (and premium, if any) and any interest on this Security will be
made at the office or agency of the Company maintained for that purpose in The City of New York, in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.



     For so long as this Security is listed on a Relevant Exchange and the rules of the Relevant
Exchange so require, the Company shall maintain an office or agency in the relevant jurisdiction in
which such exchange is located where this Security may be presented for payment and notices and
demands to or upon the Company in respect of this Security and the Second Supplemental Indenture
referred to on the reverse hereof may be served. The Company may change the Paying Agent and the
Security Registrar without notice to Holders.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     Any additional Securities issued under the same CUSIP and ISIN as this Security shall be
fungible with this Security for U.S. federal income tax purposes.



*      *      *




A-4









 







IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.




Dated:




	 	 	 	 	 
	 	THE HARTFORD FINANCIAL 

     SERVICES GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Certificate of Authentication

 	 
	 	 	 
	 	 	 
	 	 	 
	 


This is one of the Securities referred to in the within-mentioned Indenture.




Dated:




	 	 	 	 	 
	 	The Bank of New York Mellon Trust Company, 

      N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-5









 





REVERSE OF SECURITY




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under a Junior
Subordinated Indenture, dated as of June 6, 2008 (herein called the “Base Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank
of New York Trust Company, N.A.), as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), as supplemented and amended by the Second
Supplemental Indenture, dated as of October 17, 2008, between the Company and the Trustee (the
“Second Supplemental Indenture”, and together with the Base Indenture, the
“Indenture”), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The terms of the Securities
include those stated in the Indenture, and the Securities are subject to all such terms. This
Security is one of the series designated on the face hereof, initially limited in aggregate
principal amount to $1,750,000,000.



     All terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     This Security shall be redeemable at the option of the Company in accordance with the terms of
the Indenture. In particular, this Security is redeemable in whole at any time or in part from time
to time after the date of original issuance of this Security; provided that no such partial
redemption shall be effected (x) unless at least $25 million aggregate principal amount of
Securities of this series shall remain Outstanding after giving effect to such redemption and (y)
if the principal amount of the Securities of this series shall have been accelerated and such
acceleration has not been rescinded or unless all accrued and unpaid interest, including deferred
interest (including Additional Interest), shall have been paid in full on all Outstanding
Securities of this series for all Interest Periods terminating on or before the Redemption Date;
provided, further, that no Holder of Securities of this series (or owner of a
beneficial interest in a Global Security evidencing such Securities) shall be eligible to have such
Securities redeemed in part if, following such redemption, such Holder or owner would hold or have
a beneficial interest in a Global Security in an aggregate principal amount that is not an
Authorized Denomination.



     Notice of redemption shall be mailed at least 30 but not more than 60 days before the
Redemption Date to each Holder of Securities of this series to be redeemed at its registered
address. The notice of redemption for such Securities shall state, among other things, the amount
of Securities of this series to be redeemed, the Redemption Date, if not then ascertainable, the
manner in which the Redemption Price shall be calculated and the place or places that payment shall
be made upon presentation and surrender of such Securities to be redeemed. Unless the Company
defaults in the payment of the Redemption Price together with accrued interest, interest will cease
to accrue on any Securities of this series that have been called for redemption on the Redemption
Date.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.



     Installments of accrued and unpaid interest whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of the Securities of this series, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Regular Record
Dates according to their terms.



     The Indenture contains provisions for satisfaction, discharge and defeasance of the entire
indebtedness on this Security, upon compliance by the Company with certain conditions set forth
therein.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each



A-6









 







series to be affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities of each series at the time Outstanding,
on behalf of the Holders of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of (and premium, if any) and interest on this Security are payable duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $100,000 and any integral multiples of $1,000 thereafter. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.



     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.



A-7









 





ASSIGNMENT




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



      




      




      




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




 





 





(Insert address and zip code of assignee)




agent to transfer this Security on the books of the Security Registrar. The agent may substitute
another to act for him or her.



	 	 	 	 	 
	Dated:

	 	Signature:	 	 
	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Signature Guarantee:	 	 
	 
	 
	 	 	 	 
	 

	 	 

	 	 






     (Sign exactly as your name appears on the other side of this Security)



     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Securities Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Securities Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.



A-8









 





Schedule
of Exchanges of Interests in the Global Security2




     The following exchanges of a part of this Global Security for an interest in another Global
Security or exchanges of a part of another Global Security for an interest in this Global Security
have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 
	 	 	Amount of decrease in	 	Amount of increase in	 	of this Global Security	 	 
	 	 	Principal Amount	 	Principal Amount	 	following such	 	Signature of authorized
	 	 	of	 	of	 	decrease	 	officer of Trustee or
	Date of Exchange	 	this Global Security	 	this Global Security	 	(or increase)	 	Custodian







 




			
	2	 	Insert in Global Securities




A-9









 










EXHIBIT B




FORM OF CERTIFICATE FOR TRANSFER TO QIB




[Date]




The Bank of New York Mellon Trust Company, N.A.

2 North Lasalle Street, Suite 1020

Global Corporate Trust

Chicago, Illinois 60602




	 	 	 	 	 
	 

	 	Re:
	 	10% Fixed-to-Floating Rate Junior Subordinated Debenture due 2068 (the “Debenture”)
	 

	 	 	 	of The Hartford Financial Services Group, Inc. (the “Company”)






Ladies and Gentlemen:



          Reference is hereby made to the Indenture dated as of June 6, 2008 and the Second Supplemental
Indenture, dated as of October 17, 2008 (as each of which may be amended or supplemented from time
to time, the “Indenture”), among the Company and The Bank of New York Mellon Trust Company, N.A.,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in
the Indenture.




          This letter relates to $                     aggregate principal amount of Debentures which represents
an interest in a Regulation S Global Security beneficially owned by the undersigned (the
“Transferor”) and the transfer of such Debentures in exchange for an equivalent beneficial interest
in the Rule 144A Global Security.




          In connection with such request, and with respect to such Debentures, the Transferor does
hereby certify that such Debentures are being transferred in accordance with Rule 144A under the
Securities Act of 1933, as amended (“Rule 144A”), to a transferee that the Transferor reasonably
believes is purchasing the Debentures for its own account or an account with respect to which the
transferee exercises sole investment discretion, and the transferee, as well as 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 and the Company 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
proceedings or official inquiry with respect to the matters covered hereby.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Authorized Signature	 	 







B-1









 








EXHIBIT C




FORM OF CERTIFICATE FOR TRANSFER

PURSUANT TO REGULATION S




[Date]




The Bank of New York Mellon Trust Company, N.A.

2 North Lasalle Street, Suite 1020

Global Corporate Trust

Chicago, Illinois 60602




	 	 	 	 	 
	 

	 	Re:
	 	10% Fixed-to-Floating Rate Junior Subordinated Debenture due 2068 (the “Debenture”)
	 

	 	 	 	of The Hartford Financial Services Group, Inc. (the “Company”)






Ladies and Gentlemen:



          Reference is hereby made to the Indenture, dated as of June 6, 2008 and the Second
Supplemental Indenture, dated as of October 17, 2008 (as each of which may be amended or
supplemented from time to time, the “Indenture”), between the Company and The Bank of New York
Mellon Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have
the meanings given them in the Indenture.




          In
connection with our proposed sale of $___ aggregate principal amount of the Debentures
which represent an interest in a Rule 144A Global Security beneficially owned by the undersigned
(“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly,
we represent that:





     (a) the offer of the Debentures was not made to or for the account or benefit of a
U.S. person;




     (b) either (i) at the time the buy order was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States or (ii) the transaction was executed in, on or
through the facilities of a designated off-shore securities market and neither we nor any
person acting on our behalf knows that the transaction has been pre-arranged with a buyer in
the United States;




     (c) no directed selling efforts have been made in the United States in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;




     (d) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and




     (e) we are the beneficial owner of the principal amount of Debentures being
transferred.



          In addition, if the sale is made during a Distribution Compliance Period and the provisions of
Rule 903(b)(2), 904(b)(1) or Rule 904(b)(2) of Regulation S are applicable thereto, we confirm that
such sale has been made in accordance with such applicable provisions, as the case may be.




          You and the Company 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
proceedings or official inquiry with respect to the matters covered hereby. Terms used in this
letter have the meanings set forth in Regulation S.




          Very truly yours,




C-1









 





	 	 	 	 	 	 	 
	 	 	[Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Authorized Signature
	 	 







C-2









 








EXHIBIT D




FORM OF CERTIFICATE FOR TRANSFER 

PURSUANT TO RULE 144 




[Date]




The Bank of New York Mellon Trust Company, N.A.

2 North Lasalle Street, Suite 1020

Global Corporate Trust

Chicago, Illinois 60602




	 	 	 	 	 
	 

	 	Re:
	 	10% Fixed-to-Floating Rate Junior Subordinated Debenture due 2068 (the “Debenture”)
	 

	 	 	 	of The Hartford Financial Services Group, Inc. (the “Company”)






Ladies and Gentlemen:




          Reference is hereby made to the Indenture, dated as of June 6, 2008 and the Second
Supplemental Indenture, dated as of October 17, 2008 (as each of which may be amended or
supplemented from time to time, the “Indenture”), between the Company and The Bank of New York
Mellon Trust Company, N.A., as Trustee. Capitalized terms used but not defined herein shall have
the meanings given them in the Indenture.




          In connection with our proposed sale of $                     aggregate principal amount of the
Debentures, which represent an interest in a Rule 144A Global Security beneficially owned by the
undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in
accordance with Rule 144 under the Securities Act.




          You and the Company 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
proceedings or official inquiry with respect to the matters covered hereby.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[Name of Transferor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Authorized Signature
	 	 







D-1