EX-4.2


Table of Contents


 Exhibit 4.2 

HANCOCK HOLDING COMPANY, 

Issuer 
 and 

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

Trustee 
 INDENTURE

 Dated as of
                     

Subordinated Securities 






Table of Contents


 Cross-Reference Table 

Certain Sections of this Indenture relating to Sections 310 through 318(a), inclusive, of the 

Trust Indenture Act of 1939: 
  

					
	 Trust Indenture Act Section
	  	 Indenture Section

	§ 310	  	(a)(1)	  	6.10
		  	(a)(2)	  	6.10
		  	(a)(3)	  	Not Applicable
		  	(a)(4)	  	Not Applicable
		  	(a)(5)	  	6.10
		  	(b)	  	6.08; 6.10
		  	(c)	  	Not Applicable
	§ 311	  	(a)	  	6.11
		  	(b)	  	6.11
		  	(c)	  	Not Applicable
	§ 312	  	(a)	  	7.01; 7.02
		  	(b)	  	7.02
		  	(c)	  	7.02
	§ 313	  	(a)	  	6.06; 7.03
		  	(b)	  	6.06; 7.03
		  	(c)	  	6.06; 7.03
		  	(d)	  	7.03
	§ 314	  	(a)	  	7.04
		  	(a)(4)	  	1.01; 10.04
		  	(b)	  	Not Applicable
		  	(c)(1)	  	1.02
		  	(c)(2)	  	1.02
		  	(c)(3)	  	Not Applicable
		  	(d)	  	Not Applicable
		  	(e)	  	1.02
	§ 315	  	(a)	  	6.01
		  	(b)	  	6.05
		  	(c)	  	6.01
		  	(d)	  	6.01
		  	(e)	  	5.14
	§ 316	  	(a)	  	1.01
		  	(a)(1)(A)	  	5.02; 5.12
		  	(a)(1)(B)	  	5.13
		  	(a)(2)	  	Not Applicable
		  	(b)	  	5.08
		  	(c)	  	1.04
	§ 317	  	(a)(1)	  	5.03
		  	(a)(2)	  	5.04
		  	(b)	  	10.03
	§ 318	  	(a)	  	1.07

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

  
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 Table of Contents 

 

							
	 	 	 	    	 	  	Page
		
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	6
				
		 	Section 1.01	    	Definitions.	  	6
		 	Section 1.02	    	Compliance Certificates and Opinions.	  	12
		 	Section 1.03	    	Form of Documents Delivered to Trustee.	  	13
		 	Section 1.04	    	Acts of Holders; Record Dates.	  	14
		 	Section 1.05	    	Notices, Etc., to Trustee and Company.	  	16
		 	Section 1.06	    	Notice to Holders; Waiver.	  	16
		 	Section 1.07	    	Conflict with Trust Indenture Act.	  	17
		 	Section 1.08	    	Effect of Headings and Table of Contents.	  	17
		 	Section 1.09	    	Successors and Assigns.	  	17
		 	Section 1.10	    	Separability Clause.	  	17
		 	Section 1.11	    	Benefits of Indenture.	  	18
		 	Section 1.12	    	Governing Law.	  	18
		 	Section 1.13	    	Legal Holidays.	  	18
		 	Section 1.14	    	Waiver of Jury Trial.	  	18
		 	Section 1.15	    	Force Majeure.	  	18
		
	ARTICLE II SECURITY FORMS	  	19
				
		 	Section 2.01	    	Forms Generally.	  	19
		 	Section 2.02	    	Form of Face of Security.	  	19
		 	Section 2.03	    	Form of Reverse of Security.	  	21
		 	Section 2.04	    	Form of Legend for Global Securities.	  	24
		 	Section 2.05	    	Form of Trustee’s Certificate of Authentication.	  	24
		
	ARTICLE III THE SECURITIES	  	25
				
		 	Section 3.01	    	Amount Unlimited; Issuable in Series.	  	25
		 	Section 3.02	    	Denominations.	  	27
		 	Section 3.03	    	Execution, Authentication, Delivery and Dating.	  	28
		 	Section 3.04	    	Temporary Securities.	  	29
		 	Section 3.05	    	Registration, Registration of Transfer and Exchange.	  	29
		 	Section 3.06	    	Mutilated, Destroyed, Lost and Stolen Securities.	  	31
		 	Section 3.07	    	Payment of Interest; Interest Rights Preserved.	  	32
		 	Section 3.08	    	Persons Deemed Owners.	  	33
		 	Section 3.09	    	Cancellation.	  	34
		 	Section 3.10	    	Computation of Interest.	  	34
		 	Section 3.11	    	CUSIP Numbers.	  	34


  
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	 ARTICLE IV SATISFACTION AND DISCHARGE
		34
				
			Section 4.01		Satisfaction and Discharge of Indenture.		34
			Section 4.02		Application of Trust Money.		35
		
	 ARTICLE V REMEDIES
		36
				
			Section 5.01		Events of Default and Defaults.		36
			Section 5.02		Acceleration of Maturity; Rescission and Annulment.		37
			Section 5.03		Collection and Suits for Enforcement by Trustee.		38
			Section 5.04		Trustee May File Proofs of Claim.		39
			Section 5.05		Trustee May Enforce Claims Without Possession of Securities.		39
			Section 5.06		Application of Money Collected.		39
			Section 5.07		Limitation on Suits.		40
			Section 5.08		Unconditional Right of Holders to Receive Principal, Premium and Interest.		40
			Section 5.09		Restoration of Rights and Remedies.		41
			Section 5.10		Rights and Remedies Cumulative.		41
			Section 5.11		Delay or Omission Not Waiver.		41
			Section 5.12		Control by Holders.		41
			Section 5.13		Waiver of Past Defaults.		42
			Section 5.14		Undertaking for Costs.		42
			Section 5.15		Waiver of Usury, Stay or Extension Laws.		42
		
	 ARTICLE VI THE TRUSTEE
		42
				
			Section 6.01		Duties of Trustee.		43
			Section 6.02		Rights of Trustee.		44
			Section 6.03		Individual Rights of Trustee.		45
			Section 6.04		Trustee’s Disclaimer.		45
			Section 6.05		Notice of Default.		45
			Section 6.06		Reports by Trustee to Holders.		45
			Section 6.07		Compensation and Indemnity.		46
			Section 6.08		Replacement of Trustee.		47
			Section 6.09		Successor Trustee by Merger, Etc.		48
			Section 6.10		Eligibility; Disqualification.		48
			Section 6.11		Preferential Collection of Claims against Company.		48
		
	 ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
		48
				
			Section 7.01		Company to Furnish Trustee Names and Addresses of Holders.		48
			Section 7.02		Preservation of Information; Communications to Holders.		49
			Section 7.03		Reports by Trustee.		49
			Section 7.04		Reports by Company.		49


  
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	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		50
				
			Section 8.01  		When Company May Merge, Etc.		50
			Section 8.02  		Successor Substituted.		50
		
	ARTICLE IX SUPPLEMENTAL INDENTURES		51
				
			Section 9.01  		Supplemental Indentures Without Consent of Holders.		51
			Section 9.02  		Supplemental Indentures with Consent of Holders.		51
			Section 9.03  		Execution of Supplemental Indentures.		52
			Section 9.04  		Effect of Supplemental Indentures.		53
			Section 9.05  		Conformity with Trust Indenture Act.		53
			Section 9.06  		Reference in Securities to Supplemental Indentures.		53
			Section 9.07  		Subordination Unimpaired.		53
		
	ARTICLE X COVENANTS		53
				
			Section 10.01		Payment of Securities.		53
			Section 10.02		Maintenance of Office or Agency.		53
			Section 10.03		Money for Securities Payments to Be Held in Trust.		54
			Section 10.04		Compliance Certificate; Notice of Default.		55
			Section 10.05		Corporate Existence.		55
			Section 10.06		Tier 2 Capital Qualification.		56
			Section 10.07		Waiver of Certain Covenants.		56
		
	ARTICLE XI REDEMPTION OF SECURITIES		56
				
			Section 11.01		Applicability of Article.		56
			Section 11.02		Election to Redeem; Notice to Trustee.		56
			Section 11.03		Selection by Trustee of Securities to Be Redeemed.		57
			Section 11.04		Notice of Redemption.		57
			Section 11.05		Deposit of Redemption Price.		58
			Section 11.06		Securities Payable on Redemption Date.		58
			Section 11.07		Securities Redeemed in Part.		59
		
	ARTICLE XII SINKING FUNDS		59
				
			Section 12.01		Applicability of Article.		59
			Section 12.02		Satisfaction of Sinking Fund Payments with Securities.		59
			Section 12.03		Redemption of Securities for Sinking Fund.		60
		
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE		60
				
			Section 13.01		Company’s Option to Effect Defeasance or Covenant Defeasance.		60
			Section 13.02		Defeasance and Discharge.		60
			Section 13.03		Covenant Defeasance.		61
			Section 13.04		Conditions to Defeasance or Covenant Defeasance.		61


  
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			Section 13.05		Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.		63
			Section 13.06		Reinstatement.		63
			Section 13.07		Qualifying Trustee.		64
		
	ARTICLE XIV SUBORDINATION OF SECURITIES		64
				
			Section 14.01		Securities Subordinate to Senior Indebtedness.		64
			Section 14.02		Payment Over of Proceeds Upon Dissolution, Etc.		64
			Section 14.03		Prior Payment to Senior Indebtedness Upon Acceleration of Securities.		65
			Section 14.04		No Payment When Senior Indebtedness in Default.		66
			Section 14.05		Payment Permitted If No Default.		66
			Section 14.06		Subrogation to Rights of Holders of Senior Indebtedness.		66
			Section 14.07		Provisions Solely to Define Relative Rights.		67
			Section 14.08		Trustee to Effectuate Subordination.		67
			Section 14.09		No Waiver of Subordination Provisions.		67
			Section 14.10		Notice to Trustee.		68
			Section 14.11		Reliance on Judicial Order or Certificate of Liquidating Agent.		68
			Section 14.12		Trustee Not Fiduciary for Holders of Senior Indebtedness.		69
			Section 14.13		Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.		69
			Section 14.14		Article Applicable to Paying Agents.		69
			Section 14.15		Certain Conversions Deemed Payment.		69
			Section 14.16		Trust Moneys Not Subordinated.		70


  
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 INDENTURE, dated as of
                    , between Hancock Holding Company, a corporation duly organized and existing under the laws of Mississippi (herein called the
“Company”), having its principal office as of the date hereof at 2510 14th Street, Gulfport, MS 39501, and The Bank of New York Mellon Trust Company, N.A., a national association, as Trustee (herein called the “Trustee”). 

RECITALS OF THE COMPANY 
 The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated debentures, notes or other evidences of indebtedness (herein called the “Securities”), to
be issued in one or more series as in this Indenture provided. 
 All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
 ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

	 	Section 1.01	Definitions. 

 For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term GAAP with respect to any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted at the date of such computation; 
 (4) the words “Article” and “Section” refer to
an Article and Section, respectively, of this Indenture, unless the context otherwise indicates; 

  
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 (5) the words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 
 (6) Certain terms
used principally in Articles III, V, XII, XIII and XIV, are defined in those Articles. 
 “Act”, when used with respect to any
Holder, has the meaning specified in Section 1.04. 
 “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.

 “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board. 

“Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 

“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act or, if at
any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

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

“Corporate Trust Office” means the designated office of the Trustee at which at any particular time its corporate trust business
shall be administered, which office as of the date hereof is located at 10161 Centurion Parkway N., Jacksonville, Florida 32256, Attn: Corporate Trust Division – Corporate Finance Unit, or such other address as the Trustee may designate from
time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company). 

  
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 “Corporation” means a corporation, association, company, joint-stock company or
business trust. 
 “Covenant Defeasance” has the meaning specified in Section 13.03. 

“Defaulted Interest” has the meaning specified in Section 3.07. 

“Default” has the meaning specified in Section 5.01. 

“Defeasance” has the meaning specified in Section 13.02. 

“Defeasible Series” has the meaning specified in Section 13.01. 

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01. 

“Establishment Action” shall mean: 

(i) a resolution duly adopted by the Company’s Board of Directors establishing one or more series of Securities, authorizing the issuance
of any Security and/or authorizing any other action that may be taken by the Company in connection with this Indenture or the Securities, or 

(ii) a resolution or action by a committee, officer or employee of the Company, establishing one or more series of Securities, authorizing the
issuance of any Security and/or authorizing any other action that may be taken by the Company in connection with this Indenture or the Securities, in each case, pursuant to a resolution duly adopted by the Company’s Board of Directors or
similar governing body of the Company, 
 in each case certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the
Board of Directors or similar governing body of the Company and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Event of Default” has the meaning specified in Section 5.01. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any statute successor thereto. 

“Federal Reserve” means the Board of Governors of the Federal Reserve System. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession. 

“General Obligations” means all of the Company’s obligations to pay claims of general creditors, other than obligations on the
Securities and the Company’s indebtedness for money borrowed ranking equally or subordinate to the Securities. Notwithstanding the foregoing, if the Federal Reserve (or other competent regulatory agency or authority) promulgates any rule or
issues any interpretation that defines general creditor(s) the main purpose of which is to establish a criteria for determining whether the subordinated debt of a bank holding company is to be included in its capital, then the term “General
Obligations” will mean obligations to general creditors as described in that rule or interpretation. 

  
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 “Global Security” means a Security that evidences all or part of the Securities of any
series and is authenticated and delivered to, and registered in the name of, the Depositary for such Securities or a nominee thereof. 

“Holder” means a Person in whose name a Security is registered in the Security Register. 

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.01. 

“Interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity,
means interest payable after Maturity. 
 “Interest Payment Date”, when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security. 
 “Maturity”, when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief
Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion of counsel (who may be counsel for the Company) who is acceptable to the Trustee. 

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 
 “Outstanding”, when used
with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 

(1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 

  
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 (2) Securities for whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 

(3) Securities as to which Defeasance has been effected pursuant to Section 13.02; and 

(4) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the U.S. dollar equivalent,
determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in clause (A) above) of such Security, and (C) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, unless the Company or any such obligor or Affiliate of the Company or such other obligor owns all of such Securities, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any Person authorized by the
Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. 
 “Person” means any
individual, corporation, partnership, joint venture, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any
premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01. 

  
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 “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

“Principal Subsidiary Bank” means (i) any bank subsidiary the consolidated assets of which constitute 25% or more of the
Company’s consolidated assets and (ii) any other bank subsidiary designated as a “principal subsidiary bank” by the Board of Directors; provided that if the Federal Reserve notifies the Company that any bank subsidiary that is a
Principal Subsidiary Bank applying the tests in clause (i) or (ii) above does not qualify as a “major subsidiary depository institution” within the requirements of the Federal Reserve’s risk-based capital guidelines
applicable to bank holding companies, such bank subsidiary will not be a Principal Subsidiary Bank from and after the time the Company receives from the Federal Reserve such a notice. 

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to
this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture. 
 “Regular Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as contemplated by Section 3.01. 
 “Responsible Officer”,
when used with respect to the Trustee, means any officer assigned to the corporate trust division (or any other successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee who shall have direct responsibility for
the administration of this Indenture and, for purposes of Sections 5.12 and 6.01(c)(2) and the last sentence of Section 6.05 hereof, also means, with respect to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular subject. 
 “Securities” has the meaning stated in the
first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated
thereunder. 
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05.

 “Senior Indebtedness” means, with respect to the Company, the principal of (and premium, if any) and interest, if any, on, and
any other payment due pursuant to, any of the following: (a) obligations for money borrowed; (b) indebtedness evidenced by bonds, debentures, notes or similar instruments; (c) similar obligations arising from off-balance sheet
guarantees and direct credit substitutes; (d) reimbursement obligations with respect to letters of 

  
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credit, bankers’ acceptances or similar facilities; (e) obligations issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (f) capital lease obligations; (g) obligations associated with derivative products including but not limited to securities contracts, foreign currency exchange contracts,
swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity
option contracts and similar financial instruments; (h) debt of others described in the preceding clauses that the Company has guaranteed or for which the Company is otherwise liable; (i) any deferrals, renewals or extensions of Senior
Indebtedness; and (j) General Obligations, unless, in any case, in the instrument creating or evidencing any such indebtedness or obligation, or pursuant to which the same is outstanding, it is expressly provided that such indebtedness or
obligation is not superior in right of payment to the Securities or to other debt that is pari passu with or subordinate to the Securities. Senior Indebtedness will not include: (1) the Company’s 5.875% subordinated debentures due
2017; (2) indebtedness owed by the Company to the Company’s subsidiary bank or other subsidiaries; or (3) any indebtedness the terms of which expressly provide that such indebtedness ranks equally with, or junior to, the Securities,
including guarantees of such indebtedness. 
 “Special Record Date” for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 3.07. 
 “Stated Maturity”, when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any series shall mean each Trustee with respect to Securities of that series. 

“U.S. Government Obligations” has the meaning specified in Section 13.04. 

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title “vice president”. 
  

	 	Section 1.02	Compliance Certificates and Opinions. 

 Upon any application or request by the Company to
the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and 

  
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opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the
Officers’ Certificate required by the first paragraph of Section 10.04) shall include 
 (1) a statement that each
individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

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

 

	 	Section 1.03	Form of Documents Delivered to Trustee. 

 In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but
one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or any subsidiary of the Company stating
that the information with respect to such factual matters is in the possession of the Company or any subsidiary of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous. 
 Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

  
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	 	Section 1.04	Acts of Holders; Record Dates. 

 Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 The ownership of Securities
shall be proved by the Security Register. 
 Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered
to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 The
Company may set any day as the record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given or taken by Holders of Securities of such series. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such Holders remain Holders after such record date. With regard to any action that may be given or taken hereunder only by Holders of a
requisite principal amount of Outstanding Securities of any series (or their duly appointed agents) and for which a record date is set pursuant to this paragraph, the Company may, at its option, set an expiration date after which no such action
purported to be given or taken by any Holder shall be effective hereunder unless given or taken on or prior to such expiration date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their
duly appointed agents). On or prior to any expiration date set pursuant to this paragraph, the Company may, on one or more occasions at its option, extend such date to any later date. Nothing in this paragraph shall prevent any Holder (or any duly
appointed agent thereof) from giving or taking, after any such expiration date, any action identical to, or, at any time, contrary to or different from, the 

  
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action or purported action to which such expiration date relates, in which event the Company may set a record date in respect thereof pursuant to this paragraph. Nothing in this paragraph shall
be construed to render ineffective any action taken at any time by the Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is so taken. Notwithstanding
the foregoing or the Trust Indenture Act, the Company shall not set a record date for, and the provisions of this paragraph shall not apply with respect to, any notice, declaration or direction referred to in the next paragraph. 

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any declaration of acceleration referred to in Section 5.02, if an Event of Default with respect to Securities of such series has occurred and is continuing and the Trustee shall not have given such a
declaration to the Company, (ii) any request to institute proceedings referred to in Section 5.07(2) or (iii) any direction referred to in Section 5.12, in each case with respect to Securities of such series. Promptly after any
record date is set pursuant to this paragraph, the Trustee shall notify the Company and the Holders of Outstanding Series of such series of any such record date so fixed and the proposed action. The Holders of Outstanding Securities of such series
on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such notice, declaration or direction, whether or not such Holders remain Holders after such record date; provided that, unless such
notice, declaration or direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed agents) having joined therein on or prior to
the 90th day after such record date, such notice, declaration or direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall be construed to prevent a Holder (or a duly
appointed agent thereof) from giving, before or after the expiration of such 90-day period, a notice, declaration or direction contrary to or different from, or, after the expiration of such period, identical to, the notice, declaration or direction
to which such record date relates, in which event a new record date in respect thereof shall be set pursuant to this paragraph. Nothing in this paragraph shall be construed to render ineffective any notice, declaration or direction of the type
referred to in this paragraph given at any time to the Trustee and the Company by Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series on the date such notice, declaration or
direction is so given. 
 Without limiting the foregoing, a Holder entitled hereunder to give or take any action hereunder with regard to
any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any different part of such
principal amount. 

  
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	 	Section 1.05	Notices, Etc., to Trustee and Company. 

 Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Finance Unit, or 

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

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such electronic instructions or directions, subsequent to the transmission thereof,
shall provide the originally executed instructions or directions to the Trustee in a timely manner and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such
instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions or directions notwithstanding such instructions
or directions conflict or are inconsistent with a subsequent written instruction or direction or if the subsequent written instruction or direction is never received. The party providing instructions or directions by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, as aforesaid, agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the
Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 
  

	 	Section 1.06	Notice to Holders; Waiver. 

 Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his or her address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

  
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	 	Section 1.07	Conflict with Trust Indenture Act. 

 If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. Wherever this Indenture refers to a provision of the Trust Indenture Act, such
provision is incorporated by reference in and made a part of this Indenture. 
 The following Trust Indenture Act terms used in this
Indenture have the following meanings: 
 “commission” means the United States Securities and Exchange Commission; 

“indenture securities” means the Securities; 

“indenture security holder” means a Holder; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor on the indenture securities” means the Company and any other obligor on the Securities. 

All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act
referenced to another statute or defined by any Commission rule and not otherwise defined herein have the meanings defined to them thereby. 
  

	 	Section 1.08	Effect of Headings and Table of Contents. 

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

	 	Section 1.09	Successors and Assigns. 

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

	 	Section 1.10	Separability Clause. 

 In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

  
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	 	Section 1.11	Benefits of Indenture. 

 Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Indebtedness and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

 

	 	Section 1.12	Governing Law. 

 This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York. 
  

	 	Section 1.13	Legal Holidays. 

 In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically states that
such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue on any such payment for the intervening period. 

 

	 	Section 1.14	Waiver of Jury Trial. 

 EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A
SECURITY BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 
  

	 	Section 1.15	Force Majeure. 

 In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which
are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

  
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 ARTICLE II 

SECURITY FORMS 
  

	 	Section 2.01	Forms Generally. 

 The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or pursuant to an Establishment Action or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or
as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to an Establishment Action, a
copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities. 
 The definitive Securities shall be printed, lithographed or engraved on steel engraved
borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
  

	 	Section 2.02	Form of Face of Security. 

 [Insert any legend required by the Internal Revenue Code and
the regulations thereunder.] 
 [Insert Global Security legend if required.] 

HANCOCK HOLDING COMPANY 
  

			
	No.         		$         

 Hancock Holding Company, a corporation duly organized and existing under the laws of Mississippi (herein
called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to             , or
registered assigns, the principal sum of              Dollars on                     
[if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from                     or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on                      and
                     in each year, commencing
                    , at the rate of     % per annum, until the principal hereof is paid or made available for payment [if
applicable, insert — , and at the rate of     % per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be
the                      or                     
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest 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 

  
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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]. 

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except
in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of     % per annum, which shall
accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of     % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be
payable on demand.] 
 Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this
Security will be made at the office or agency of the Company maintained for that purpose in                     , 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 [if applicable, insert — ; 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] [if applicable, insert — ; provided, however, that any such payment in respect of a Global Security shall be made in
same-day funds to the applicable Depositary]. 
 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. 

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

Dated: 
  

	
	HANCOCK HOLDING COMPANY
	
	By:
	Name:
	Title:


 Attest: 

[Insert Trustee’s certificate of authentication.] 

  
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	 	Section 2.03	Form of 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 an Indenture, dated as of             , 20    
(herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, initially limited in aggregate principal
amount to $         ]. 
 [If applicable, insert legend regarding conversion procedures.] 

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’
notice by mail, [if applicable, insert— (1) on                      in any year commencing with the year
                     and ending with the year
                     through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [if applicable, insert — on or after             , 20        ], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before
                    ,     %, and if redeemed] during the 12-month period beginning
                     of the years indicated, 
  

			
	Year	  	Redemption Price
		  	
		  	
		  	

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

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’
notice by mail, (1) on                      in any year commencing with the year
                     and ending with the year
                     through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after
                    ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
                     of the years indicated, 

  
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	 Year
	  	Redemption Price
For Redemption
Through Operation
of the Sinking Fund	  	Redemption Price For
Redemption Otherwise
Than Through Operation
of the Sinking Fund
		  		  	
		  		  	
		  		  	

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

[If applicable, insert — The sinking fund for this series provides for the redemption on
             in each year beginning with the year          and ending with the year          of [if
applicable, insert — not less than $         (“mandatory sinking fund”) and not more than] $         aggregate principal amount of Securities of this
series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments [if applicable, insert — and Securities surrendered for conversion] may be
credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the inverse order in which they become due]. 

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 

[If this Security is not subject to redemption, insert – This Security is not subject to redemption prior to Stated Maturity.]

 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 his behalf to take action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.

 [If applicable, insert — The Indenture contains provisions for defeasance at any time of [(1) the entire indebtedness of this
Security or (2)] certain restrictive covenants, Defaults and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.] 

[If the Security is not an Original Issue Discount Security, insert — 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.] 

  
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 [If the Security is an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall
be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest all of the Company’s
obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 
 The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series 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 the 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. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Default with
respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event
of Default or Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed or provided for herein. 

Subject to the rights of holders of Senior Indebtedness, as set forth in the Indenture, no other reference herein to the Indenture and no
other 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 of Payment, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the 

  
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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 and of like tenor, 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 $1,000 and any integral multiple thereof. 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 and of like tenor 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 or the Security Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes (except as provided in Section 3.08
of the Indenture), 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. 

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

 

	 	Section 2.04	Form of Legend for Global Securities. 

 Unless otherwise specified as contemplated by
Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 

This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof. This Security may not be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary or a nominee thereof and no such transfer may be registered, except in the
limited circumstances described in the Indenture. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, this Security shall be a Global Security subject to the foregoing, except in such
limited circumstances. 
  

	 	Section 2.05	Form of Trustee’s Certificate of Authentication. 

 The Trustee’s certificates
of authentication shall be in substantially the following form: 
 This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture. 
  

					
	The Bank of New York Mellon Trust Company, N.A.,		
	as Trustee		
		
	By:		  

			Authorized Signatory		


 
			
		
	Dated:		  




  
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 ARTICLE III 

THE SECURITIES 
  

	 	Section 3.01	Amount Unlimited; Issuable in Series. 

 The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued in one or more series. There
shall be established in or pursuant to an Establishment Action and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series, 
 (1) the title of the Securities of the series, including CUSIP Numbers (which
shall distinguish the Securities of the series from Securities of any other series); 
 (2) any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); 

(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 

(4) the date or dates on which the principal of the Securities of the series is payable; 

(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date, and the basis upon which such interest will be calculated if other than
that of a 360-day year of twelve 30-day months; 
 (6) the place or places where the principal of and any premium and
interest on Securities of the series shall be payable; 

  
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 (7) the period or periods within which, the price or prices at which and the
terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company; 

(8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation; 
 (9) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which Securities of the series shall be issuable; 
 (10) the currency, currencies or currency units in
which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the
United States of America for purposes of the definition of “Outstanding” in Section 1.01; 
 (11) if the
amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; 

(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the
Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and
interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; 

(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; 
 (14) [Reserved]; 

(15) if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance
as provided in Article XIII; provided that no series of Securities that is convertible into or exchangeable for any other securities pursuant to Section 3.01(17) shall be subject to Defeasance pursuant to Section 13.02; 

(16) if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more
Global Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and
registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered; 

  
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 (17) the terms and conditions, if any, pursuant to which the Securities are
convertible into or exchangeable for any other securities; 
 (18) any addition to or change in the covenants set forth in
Article X or the Defaults or Events of Default set forth in Article V which applies to Securities of the series; and 

(19) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture except as
permitted by Section 9.01). 
 All Securities of any one series shall be substantially identical except as to denomination and except as may
otherwise be provided in or pursuant to an Establishment Action referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture
supplemental hereto. 
 If any of the terms of the series are established by action taken pursuant to an Establishment Action, a copy of an
appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. 

Subject to any limitation imposed in accordance with paragraph (2) above, the Company may, from time to time, by an Establishment Action
and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”)
having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities: 

(i) may have a different issue date from such series of Outstanding Securities; 

(ii) may have a different initial interest accrual date and a different amount of interest payable on the first Interest
Payment Date after issuance than is payable on such series of Outstanding Securities; and 
 (iii) may have terms specified
in such Establishment Action for such Add On Securities making appropriate adjustments to this Article III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws)
which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee. 

 

	 	Section 3.02	Denominations. 

 The Securities of each series shall be issuable only in registered form
without coupons in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof. 

  
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	 	Section 3.03	Execution, Authentication, Delivery and Dating. 

 The Securities shall be executed on
behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President, one of its Vice Presidents or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries or by its Chief Financial Officer. The
signature of any of these officers on the Securities may be manual or facsimile. 
 Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If
the form or terms of the Securities of the series have been established in or pursuant to one or more Establishment Actions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be provided with, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating, 

(1) if the form of such Securities has been established by an Establishment Action as permitted by Section 2.01, that such
form has been established in conformity with the provisions of this Indenture; 
 (2) if the terms of such Securities have
been established by an Establishment Action as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and 

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
 If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
 Notwithstanding the provisions
of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or
the Company 

  
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Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at
or prior to the authentication upon original issuance of the first Security of such series to be issued. 
 Each Security shall be dated the
date of its authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture. 
  

	 	Section 3.04	Temporary Securities. 

 Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such
Securities. 
 If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. Until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. 
  

	 	Section 3.05	Registration, Registration of Transfer and Exchange. 

 The Company shall cause to be kept
at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee is hereby appointed


  
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“Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Notwithstanding anything herein to the contrary, there shall
only be one Security Register for each series of Securities. 
 Upon surrender for registration of transfer of any Security of any series at
the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor. 
 At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company or Security Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving
any transfer. 
 The Company shall not be required (1) to issue, register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing,
or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

Notwithstanding any other provision in this Indenture, no Global Security may be transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, unless (1) such Depositary (A) notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security and the Company does not appoint a successor Depositary within 90 days after receiving such notice or (B) has ceased to be a clearing agency registered under the Exchange Act and the Company does
not appoint a successor Depositary within 90 days after becoming aware that the Depositary has ceased to be registered 

  
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as a clearing agency, (2) subject to the procedures of the Depositary, the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable,
registrable and exchangeable, and such transfers shall be registrable, (3) there shall have occurred and be continuing an Event of Default or Default with respect to the Securities evidenced by such Global Security or (4) there shall exist
such other circumstances, if any, as have been specified for this purpose as contemplated by Section 3.01. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the preceding sentence
shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer
thereof other than such a transfer may be registered. 
 Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security to which the restriction set forth in the first sentence of the preceding paragraph shall apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security. 
  

	 	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities. 

 If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding. 
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss
or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any
new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. 
 Every new Security of any series issued pursuant to this Section in exchange for any mutilated Security or in lieu
of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 

  
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 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  

	 	Section 3.07	Payment of Interest; Interest Rights Preserved. 

 Except as otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 
 Any interest
on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his or her address as it appears in the Security Register, not
less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date. 

  
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 (2) The Company may make payment of any Defaulted Interest on the Securities of
any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
 Subject to
the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security. 
  

	 	Section 3.08	Persons Deemed Owners. 

 Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and
(subject to Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary. 
 Owners of beneficial interests in the Securities evidenced by a Global Security will not be entitled to any rights under
this Indenture with respect to such Global Security, and the Depositary or its nominee may be treated by the Company and the Trustee and any agent of the Company or the Trustee, as the owner and Holder of such Global Security for all purposes
whatsoever. None of the Company, the Trustee or any other agent of the Company or of the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a
Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. None of the Company, the Trustee, any agent of the Company or of the Trustee shall have any responsibility or liability to any
Person for any acts or omissions of the Depositary or its nominee in respect of a Global Security, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of such Global Security, for any
transactions between such Depositary and any participant or indirect participant in such Depositary or between or among such Depositary, any participant or indirect participant in such Depositary and/or any Holder or owner of a beneficial interest
in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or its nominee or impair, as between the Depositary or its nominee and such owners of beneficial interests, the operation of customary practices governing the exercise of the rights of the
Depositary or its nominee as Holder of any Global Security. 

  
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	 	Section 3.09	Cancellation. 

 All Securities surrendered for payment, redemption, registration of
transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in its customary manner. 

 

	 	Section 3.10	Computation of Interest. 

 Except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
  

	 	Section 3.11	CUSIP Numbers. 

 The Company in issuing the Securities may use “CUSIP”,
“ISIN” and other similar numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”, “ISIN” and other similar numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any changes in the “CUSIP”, “ISIN” and other similar numbers.

 ARTICLE IV 
 SATISFACTION AND
DISCHARGE 
  

	 	Section 4.01	Satisfaction and Discharge of Indenture. 

 Unless otherwise specified with respect to a
series of Securities in accordance with Section 3.01, this Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

(1) either 

(A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust) have been delivered to the Trustee for cancellation; or 
 (B) all such Securities not
theretofore delivered to the Trustee for cancellation 

  
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 (i) have become due and payable, or 

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

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of (i), (ii) and (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 

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

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 shall survive such satisfaction and discharge. 

 

	 	Section 4.02	Application of Trust Money. 

 All money deposited with the Trustee pursuant to
Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 

  
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 ARTICLE V 

REMEDIES 
  

	 	Section 5.01	Events of Default and Defaults. 

 (a) “Event of Default,” wherever used herein
with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body) unless such event is either inapplicable to a particular series or is specifically deleted or modified as contemplated by Section 3.01: 

(1) the entry of a decree or order by a court having jurisdiction in the premises for relief in respect of the Company or any
Principal Subsidiary Bank under Title 11 of the United States Code, as now constituted or as hereafter amended, or any other applicable Federal or State bankruptcy law or other similar law, or appointing a receiver, trustee or other similar official
(except for the appointment of a conservator) of the Company or any Principal Subsidiary Bank or of substantially all of its property, or ordering the winding-up or liquidation of its affairs under any such law and the continuance of any such decree
or order unstayed and in effect for a period of 60 consecutive days; 
 (2) the filing by the Company or any Principal
Subsidiary Bank of a petition or answer or consent seeking relief under Title 11 of the United States Code, as now constituted or as hereinafter amended, or any other applicable Federal or State bankruptcy law or other similar law, or the consent by
it to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking possession of a receiver, trustee, custodian or other similar official (except for the appointment of a conservator) of the Company
or any Principal Subsidiary Bank or of substantially all of its property under any such law, or the Company or any Principal Subsidiary Bank shall take any corporate action in furtherance of any such action; or 

(3) any other Event of Default provided with respect to Securities of such series. 

(b) “Default” with respect to the Securities of any series, wherever used herein, means any one of the following events (whatever
the reason for such 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)
unless such Default is either inapplicable to a particular series or is specifically deleted or modified as contemplated by Section 3.01: 

(1) default in the payment of any interest upon any Security of such series when such interest becomes due and payable, and
continuance of such default for a period of 30 days; 
 (2) default in the payment of the principal of (including any sinking
fund payment or analogous obligation) or premium, if any, on any Security of such series as and when the same shall become due and payable either at Maturity, upon redemption, by declaration or otherwise; 

(3) default in the performance, or breach, of any covenant or warranty of the Company in respect of the Securities of such
series (other than a covenant or warranty a 

  
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default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default or
breach and requiring it to be remedied; or 
 (4) any other Default provided with respect to Securities of such series. 

 

	 	Section 5.02	Acceleration of Maturity; Rescission and Annulment. 

 If an Event of Default with respect
to any series of Securities occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal (or, if Securities of
such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Securities of such series) of all the Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders of Securities), and upon any such declaration the same shall become immediately due and payable. 

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

 (1) all overdue interest on all Securities of that series, 

(2) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in or if not so prescribed, borne by such Securities, 

(3) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and 
 (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, except as a result of negligence or willful misconduct; 
 and 

(b) all Events of Default or Defaults with respect to Securities of such series, other than the nonpayment of the principal of Securities of
such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 

  
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 No such rescission shall affect any subsequent default or impair any right consequent thereon.

 In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and
rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken. 

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all
purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together
with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. 
  

	 	Section 5.03	Collection and Suits for Enforcement by Trustee. 

 The Company covenants that if: 

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof, 
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at
the rate or rates prescribed therefor in, or if not so prescribed, borne by such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

 If an Event of Default or Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall 

  
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deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy. 
  

	 	Section 5.04	Trustee May File Proofs of Claim. 

 In case of any judicial proceeding relative to the
Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in
order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 

 

	 	Section 5.05	Trustee May Enforce Claims Without Possession of Securities. 

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

	 	Section 5.06	Application of Money Collected. 

 Any money collected by the Trustee pursuant to this
Article, and any money or other property distributable in respect of the Company’s obligations under this Indenture after an Event of Default or Default, shall be applied in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

FIRST: To the payment of all amounts due the Trustee (including any predecessor Trustee) under Section 6.07; 

  
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 SECOND: Subject to Article XIV, to the payment of the amounts then due and unpaid for principal
of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for
principal and any premium and interest, respectively; and 
 THIRD: To the Company. 

 

	 	Section 5.07	Limitation on Suits. 

 No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default or Default with respect to
the Securities of that series; 
 (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of
that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Default in its own name as Trustee hereunder; 

(3) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and 
 (5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of
such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
  

	 	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest. 


Notwithstanding any other provision in this Indenture, but subject to Article XIV, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

  
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	 	Section 5.09	Restoration of Rights and Remedies. 

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

	 	Section 5.10	Rights and Remedies Cumulative. 

 Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  

	 	Section 5.11	Delay or Omission Not Waiver. 

 No delay or omission of the Trustee or of any Holder of
any Securities to exercise any right or remedy accruing upon any Event of Default or Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or Default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

 

	 	Section 5.12	Control by Holders. 

 The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of
such series, provided that 
 (1) such direction shall not be in conflict with any rule of law or with this Indenture,

 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

 (3) subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceedings so directed would involve the Trustee in personal liability. 

  
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	 	Section 5.13	Waiver of Past Defaults. 

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

(1) in the payment of the principal of or any premium or interest on any Security of such series, or 

(2) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected. 
 Upon any such waiver, such default shall cease to exist, and any Event
of Default or Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

 

	 	Section 5.14	Undertaking for Costs. 

 In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any
such party litigant, including reasonable attorney’s fees and expenses, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall apply to any suit
instituted by the Trustee, to any suit instituted by any Holders of the Securities, or group of Holders of the Securities, holding in the aggregate more than 10% of principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder of the Outstanding Securities for the enforcement of the payment of principal of or premium, if any, or interest on, or the conversion of, any Outstanding Securities held by such Holder, on or after the respective due dates
expressed or provided for in such Outstanding Securities; and provided, further, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit
instituted by the Company. 
  

	 	Section 5.15	Waiver of Usury, Stay or Extension Laws. 

 The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

ARTICLE VI 
 THE TRUSTEE 

The Trustee hereby accepts the trust imposed upon it by this Indenture and covenants and agrees to perform the same, as herein expressed. 


  
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	 	Section 6.01	Duties of Trustee. 

 (a) If an Event of Default or Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his
own affairs. 
 (b) Except during the continuance of an Event of Default or Default: 

(1) The Trustee need perform only those duties as are specifically set forth in this Indenture and no others, and no covenants
or obligations shall be implied in or read into this Indenture. 
 (2) In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any
such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). 

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that: 
 (1) This paragraph does not limit the effect of paragraph (b) or (d) of this
Section 6.01. 
 (2) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (3) The Trustee shall not
be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12. 

(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action under this Indenture. 
 (e) Every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this Section 6.01. 

(f) The Trustee shall not be liable for interest on, or for investment of, any assets received by it except as the Trustee may agree in
writing with the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law. 

  
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	 	Section 6.02	Rights of Trustee. 

 Subject to Section 6.01: 

(a) The Trustee may conclusively rely on any document (whether in its original or facsimile form) believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any document. 
 (b) Before the
Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. 

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care. 
 (d) The Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith which it
believes to be authorized or within its rights or powers. 
 (e) The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or
attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such investigation. 

(f) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection of any action taken, suffered or omitted by in hereunder in good faith and in reliance thereon. 
 (g) The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder. 
 (h) The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which might be incurred by it in compliance with such request or direction. 
 (i) The Trustee shall not be deemed to have
notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture. 

  
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 (j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including
any person specified as so authorized in any such certificate previously delivered and not superseded. 
 (k) Anything in this Indenture
notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood
of such loss or damage and regardless of the form of action. 
 (l) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors or similar governing body of the Company may be sufficiently evidenced by an Establishment Action. 

 

	 	Section 6.03	Individual Rights of Trustee. 

 The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Security Registrar may do the same with like rights. However, the
Trustee must comply with Sections 6.08, 6.09 and 6.10. 
  

	 	Section 6.04	Trustee’s Disclaimer. 

 The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities and it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities, other than the Trustee’s
certificate of authentication, all of which statements shall be taken as the statements of the Company, or the use or application of any funds received by a Paying Agent other than the Trustee. 

 

	 	Section 6.05	Notice of Default or Event of Default. 

 If a Default, an Event of Default or any event
that is, or after notice or passage of time or both, would be, a Default or Event of Default with respect to Securities of any series occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Holder of Securities of such series notice of the uncured Default, Event of Default or event that is, or after notice or passage of time or both, would be a Default or Event of Default within 90 days after such Default, Event of Default or any event
that is, or after notice or passage of time or both, would be, a Default or Event of Default occurs. Except in the case of a default in payment of principal (or premium, if any) of, or interest on, any Security, the Trustee may withhold the notice
if and so long as a Responsible Officer in good faith determines that withholding the notice is in the interest of the Holders of Securities of such series. 
  

	 	Section 6.06	[Reserved.] 


  
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	 	Section 6.07	Compensation and Indemnity. 

 The Company shall pay to the Trustee from time to time such
compensation for its services as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents, accountants, experts and counsel.

 The Company shall indemnify each of the Trustee (in its capacity as Trustee) and any predecessor Trustee and each of their respective
officers, directors, employees, attorneys-in-fact and agents for, and hold it harmless against, any and all loss, liability, claim, damage, demand, expense (including but not limited to reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel), loss, charges (including taxes (other than taxes based upon the income of the Trustee)) or liability incurred by them without gross negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust and their rights or duties hereunder including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of its powers or
duties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity; provided, however, that the failure to so notify the Company shall not affect the Company’s
indemnification obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its written consent which consent shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss or
liability to the extent incurred by the Trustee as determined by a court of competent jurisdiction to have been caused by its own gross negligence, bad faith or willful misconduct. 

To secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities on all
assets held or collected by the Trustee, in its capacity as Trustee, except assets held in trust to pay principal and premium, if any, of or interest on particular Securities. 

In addition to and without prejudice to its other rights hereunder or under applicable law, when the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.01(a)(1) or (2) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 

  
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 The Company’s obligations under this Section 6.07 and any lien arising hereunder shall
survive the resignation or removal of the Trustee, the discharge of the Company’s obligations pursuant to Article IV or XIII of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law. 

 

	 	Section 6.08	Replacement of Trustee. 

 The Trustee may resign at any time with respect to the
Securities of one or more series by so notifying the Company in writing. The Holder or Holders of a majority in principal amount of the outstanding Securities of a series may remove the Trustee with respect to Securities of such series by so
notifying the Company and the Trustee in writing and may appoint a successor trustee with respect to Securities of such series with the Company’s consent. The Company may remove the Trustee if: 

(1) the Trustee fails to comply with Section 6.10; 

(2) the Trustee is adjudged bankrupt or insolvent; 

(3) a receiver, custodian, or other public officer takes charge of the Trustee or its property; or 

(4) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee, with respect to the Securities of one or more series,
for any reason, the Company shall promptly appoint a successor Trustee, with respect to Securities of that or those series. Within one year after the successor Trustee with respect to a series of Securities takes office, the Holder or Holders of a
majority in principal amount of the Securities of such series may appoint a successor Trustee with respect to such series to replace the successor Trustee appointed by the Company. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that
and provided that all sums owing to the Trustee provided for in Section 6.07 have been paid, the retiring Trustee shall transfer all property held by it as Trustee with respect to such series of Securities to the successor Trustee, subject to
the lien provided in Section 6.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee with
respect to one or more series of Securities shall mail notice of its succession to each Holder of Securities of that or those series. 
 If
a successor Trustee with respect to a series of Securities does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holder or Holders of at least 10% in principal amount of the
outstanding Securities of that series may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 

  
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 If the Trustee fails to comply with Section 6.10, any Holder of Securities of a series may
petition any court of competent jurisdiction for the removal of the Trustee with respect to such series and the appointment of a successor Trustee with respect to such series. 

Notwithstanding replacement of the Trustee pursuant to this Section 6.08, the Company’s obligations under Section 6.07 and the
lien provided for therein shall continue for the benefit of the retiring Trustee. 
  

	 	Section 6.09	Successor Trustee by Merger, Etc. 

 If the Trustee consolidates with, merges or converts
with or into, or transfers all or substantially all of its corporate trust business to, another Person, the resulting, surviving or transferee Person without any further act shall, if such resulting, surviving or transferee Person is otherwise
eligible hereunder, be the successor Trustee. 
  

	 	Section 6.10	Eligibility; Disqualification. 

 The Trustee shall at all times satisfy the requirements
of Trust Indenture Act Section 310(a)(1) and Trust Indenture Act Section 310(a)(5). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The
Trustee shall comply with Trust Indenture Act Section 310(b), subject to its right thereunder to seek a stay of its duty to resign. 
  

	 	Section 6.11	Preferential Collection of Claims against Company. 

 The Trustee shall comply with Trust
Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.

 ARTICLE VII 
 HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY 
  

	 	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders. 

 The Company will furnish or
cause to be furnished to the Trustee: 
 (1) semi-annually, not more than 15 days after each Regular Record Date, a list for
each series of Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the Regular Record Date, as the case may be, and 

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
 excluding from any such
list names and addresses received by the Trustee in its capacity as Security Registrar. 

  
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	 	Section 7.02	Preservation of Information; Communications to Holders. 

 The Trustee shall preserve, in
as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 

The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
 Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of
Holders made pursuant to the Trust Indenture Act. 
  

	 	Section 7.03	Reports by Trustee. 

 Within 60 days after each February 15 beginning with the
February 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such February 15 that complies with Trust Indenture Act Section 313(a) if such report is required by such Trust
Indenture Act Section 313(a). The Trustee also shall comply with Trust Indenture Act Sections 313(b) and 313(c). 
 A copy of each such
report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are
listed on any stock exchange or delisted therefrom. 
  

	 	Section 7.04	Reports by Company. 

 The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). All information, documents and reports described in
this Section 7.04 and filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system or any successor system shall be deemed to be filed with the Trustee as of the time they are filed via such system. 

  
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 ARTICLE VIII 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
  

	 	Section 8.01	When Company May Merge, Etc. 

 The Company may not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any other Person, or, directly or indirectly, sell, transfer or convey all or substantially all of its properties and assets to another Person or group of affiliated Persons,
unless: 
 (1) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are sold, transferred or conveyed (the Company or such other Person being hereinafter referred to as the
“Surviving Person”), shall be organized and validly existing under the laws of the United States, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; 

(2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1),
above, no Event of Default, Default or any event that is, or after notice or passage of time or both, would be, a Default or Event of Default shall have occurred and be continuing; and 

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, transfer or conveyance and such supplemental indenture (if any) comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been satisfied. 

 

	 	Section 8.02	Successor Substituted. 

 Upon any consolidation or merger, or any sale, transfer or
conveyance of all or substantially all of the properties and assets of the Company (other than a lease thereof) in accordance with Section 8.01, the Surviving Person formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such Surviving Person had been named as the Company herein. When a Surviving
Person duly assumes all of the obligations of the Company pursuant hereto and pursuant to the Securities, the predecessor (except in the case of a lease) shall be relieved of the performance and observance of all obligations and covenants of this
Indenture and the Securities, including but not limited to the obligation to make payment of the principal of and interest, if any, on all the Securities then outstanding, and the Company may thereupon or any time thereafter be liquidated and
dissolved. 

  
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 ARTICLE IX 

SUPPLEMENTAL INDENTURES 
  

	 	Section 9.01	Supplemental Indentures Without Consent of Holders. 

 Without the consent of any Holders,
the Company, when authorized by an Establishment Action, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

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

 (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; 

(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities,
provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights
of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; 

(6) to secure the Securities; 

(7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; 

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; 

(9) subject to Section 9.07, to add to, change or eliminate any of the provisions of Article XIV or change the definition of
Senior Indebtedness in respect of one or more series of Securities, including Outstanding Securities; 
 (10) to cure any
ambiguity, or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; or 

(11) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action
pursuant to this clause (8) shall not adversely affect the interests of the Holders of Securities of any series. 
  

	 	Section 9.02	Supplemental Indentures with Consent of Holders. 

 With the consent of the Holders of not
less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby, 
 (1) change the Stated Maturity of the principal of,
or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of
the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any premium or
interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or adversely affect any rights of
the Holders of Securities to require the Company to repay, repurchase or redeem the Securities, or 

  
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 (2) reduce the percentage in principal amount of the Outstanding Securities of
any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or 
 (3) modify any of the provisions of this Section or Section 5.13,
except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of
Section 9.01(8), or 
 (4) change any obligation of the Company to maintain an office or agency, or 

(5) change any obligation of the Company to pay additional amounts, or 

(6) adversely affect any right of repayment or repurchase at the option of the Holder, or 

(7) reduce or postpone any sinking fund or similar provision. 

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  

	 	Section 9.03	Execution of Supplemental Indentures. 

 In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and (subject to Section 6.01) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise. 

  
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	 	Section 9.04	Effect of Supplemental Indentures. 

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

	 	Section 9.05	Conformity with Trust Indenture Act. 

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

	 	Section 9.06	Reference in Securities to Supplemental Indentures. 

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

	 	Section 9.07	Subordination Unimpaired. 

 No provision in any supplemental indenture that adversely
affects the rights of holders of Senior Indebtedness under this Indenture shall be effective against holders of Senior Indebtedness unless consented to by such holders. 

ARTICLE X 
 COVENANTS 

 

	 	Section 10.01	Payment of Securities. 

 The Company covenants and agrees for the benefit of each series
of Securities that it will pay the principal of and premium, if any and interest on the Securities of that series on the dates and in the manner provided in the Securities of that series and this Indenture. An installment of principal, premium, if
any, or interest on the Securities shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Company or an Affiliate of the Company) holds for the benefit of the Holders, on that date, immediately available funds
deposited and designated for and sufficient to pay the installment. The Company shall pay interest on overdue principal and on overdue installments of interest at the rate specified or, if not so specified, borne by in the Securities compounded
semi-annually, to the extent lawful. 
  

	 	Section 10.02	Maintenance of Office or Agency. 

 The Company shall maintain in the Place of Payment for
any series of Securities, an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and


  
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where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and, in the case of any series of Securities that is convertible or
exchangeable for any other securities pursuant to Section 3.01(17), where Securities can be surrendered for conversion or exchange. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of
such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office. 
 The Company may also from time to time designate one or more other offices or agencies where the Securities
of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. The Company hereby initially designates the Corporate Trust Office as such office of the Company. 
  

	 	Section 10.03	Money for Securities Payments to Be Held in Trust. 

 If the Company or any affiliate of
the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay
to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 
 The Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,


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

 

	 	Section 10.04	Compliance Certificate; Notice of Default. 

 The Company shall deliver to the Trustee
within 120 days after the end of its fiscal year an Officers’ Certificate (one of the signatories of which shall be the Company’s principal executive officer, principal financial officer or principal accounting officer) complying with
Section 314(a)(4) of the Trust Indenture Act and stating that a review of its activities during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods or notice requirements) and further stating, as to each
such officer signing such certificate, whether or not the signer knows of any failure by the Company to comply with any conditions or covenants in this Indenture and, if such signer does know of such a failure to comply, the certificate shall
describe such failure with particularity. The Officers’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. 

So long as any of the Securities are outstanding, the Company will deliver to the Trustee, forthwith upon becoming aware of any Default, Event
of Default or any event that is, or after notice or passage of time or both, would be, a Default or Event of Default an Officers’ Certificate specifying such Default, Event of Default or any event that is, or after notice or passage of time or
both, would be, a Default or Event of Default, and what action the Company is taking or proposes to take with respect thereto. 
  

	 	Section 10.05	Corporate Existence. 

 Subject to Article VIII, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate existence in accordance with its organizational documents. 

  
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	 	Section 10.06	Tier 2 Capital Qualification. 

 The Company covenants that it shall do or cause to be
done all things necessary for the Securities to qualify as Tier 2 Capital under the capital rules established by the Federal Reserve for financial holding companies that became effective January 1, 2014, including that the Securities will:
(i) be unsecured; (ii) have a minimum original maturity of at least five years; (iii) be subordinated to all Senior Indebtedness; that is, the Securities must be subordinated at a minimum to all borrowed money, similar obligations
arising from off-balance sheet guarantees and direct credit substitutes, and obligations associated with derivative products such as interest rate and foreign exchange contracts, commodity contracts, and similar arrangements; (iv) not contain
provisions permitting the holders of the Securities to accelerate payment of principal prior to maturity except in the event of receivership, insolvency, liquidation or similar proceedings of the institution; (v) by their terms be callable by the
Company only after five years unless there occurs an event which precludes the Securities from being included in Tier 2 capital; (vi) not contain credit-sensitive features such as interest rate reset based on the credit standing of the Company;
and (vi) not contain provisions permitting the institution to redeem or repurchase the Securities prior to the maturity date without prior approval of the Federal Reserve. 

 

	 	Section 10.07	Waiver of Certain Covenants. 

 Except as otherwise specified as contemplated by
Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant pursuant to
Section 3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such series (other than a covenant which if subject to an amendment under Section 9.02, would require the consent of the Holder of each Outstanding Security affected
thereby), if the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent expressly waived and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of
any such term, provision or condition shall remain in full force and effect. 
 ARTICLE XI 

REDEMPTION OF SECURITIES 
  

	 	Section 11.01	Applicability of Article. 

 Securities of any series which are redeemable before their
Stated Maturity shall be redeemable, in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. 

 

	 	Section 11.02	Election to Redeem; Notice to Trustee. 

 The election of the Company to redeem any
Securities shall be evidenced by an Establishment Action. In case of any redemption at the election of the Company of all or less than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be 

  
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redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition. 
  

	 	Section 11.03	Selection by Trustee of Securities to Be Redeemed. 

 If less than all the Securities of
any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. If less than all of
the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series
and specified tenor not previously called for redemption in accordance with the preceding sentence. Notwithstanding the foregoing, if the Securities of a series are represented by one or more Global Securities, interests in such Securities shall be
selected for redemption by the Depositary in accordance with its standard procedures therefor. 
 If any Security selected for partial
redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. 

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

  

	 	Section 11.04	Notice of Redemption. 

 Notice of redemption shall be given by first-class mail, postage
prepaid (or in the case of Securities represented by a Global Security, transmitted in accordance with the procedures of the Depositary), not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register. 

  
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 All notices of redemption shall state: 

(1) the Redemption Date, 

(2) the Redemption Price, or if not then ascertainable, the manner of calculation thereof, 

(3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of
partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed, 
 (4) that on the
Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 

(5) the place or places where such Securities are to be surrendered for payment of the Redemption Price, 

(6) that the redemption is for a sinking fund, if such is the case, and 

(7) applicable CUSIP, ISIN or other similar numbers. 

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company and shall be irrevocable provided, in the latter case, such request shall be given by the Company at least ten days prior to the date of the giving of the notice (unless a shorter
notice shall be satisfactory to the Trustee), which request shall contain all information necessary to prepare such notice. 
  

	 	Section 11.05	Deposit of Redemption Price. 

 On or before the Redemption Date specified in the notice
of redemption given as provided in Section 11.04, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount
of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified as contemplated by Section 3.01) accrued interest on, all the Securities which are to be redeemed on
that date, other than any Securities called for redemption on that date which have been converted prior to the date of such deposit. 
 If
any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any
Predecessor Security to receive interest as provided in the last paragraph of Section 3.07) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. 

 

	 	Section 11.06	Securities Payable on Redemption Date. 

 Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the


  
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Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid
by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of
Section 3.07. 
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and
any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in, or if not so prescribed, borne by, the Security. 
  

	 	Section 11.07	Securities Redeemed in Part. 

 Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

ARTICLE XII 
 SINKING FUNDS 

 

	 	Section 12.01	Applicability of Article. 

 The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series. 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series. 
  

	 	Section 12.02	Satisfaction of Sinking Fund Payments with Securities. 

 The Company (1) may deliver
Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with 

  
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respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. 
  

	 	Section 12.03	Redemption of Securities for Sinking Fund. 

 Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and the basis for such credit and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 11.06 and 11.07. 
 ARTICLE XIII 

DEFEASANCE AND COVENANT DEFEASANCE 
  

	 	Section 13.01	Company’s Option to Effect Defeasance or Covenant Defeasance. 

 The Company may
elect, at its option at any time, to have either Section 13.02 or Section 13.03 applied to the Outstanding Securities of any series designated pursuant to Section 3.01 as being defeasible pursuant to this Article XIII (hereinafter
called a “Defeasible Series”), upon compliance with the conditions set forth below in this Article XIII; provided, however, that Section 13.02 shall not apply to any series of Securities that is convertible into or exchangeable
for any other securities pursuant to Section 3.01(17). Any such election shall be evidenced by an Establishment Action or in another manner specified as contemplated by Section 3.01 for such Securities. 

 

	 	Section 13.02	Defeasance and Discharge. 

 Upon the Company’s exercise of the option provided in
Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Defeasible Series and subject to Section 13.01, the Company shall be deemed to have been discharged from its obligations with respect to the
Outstanding Securities of such series as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar as
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Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders
of Securities of such series to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series
when payments are due, (2) the Company’s obligations with respect to the Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(4) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Defeasible Series
notwithstanding the prior exercise of its option provided in Section 13.01 to have Section 13.03 applied to the Outstanding Securities of such series. 
  

	 	Section 13.03	Covenant Defeasance. 

 Upon the Company’s exercise of the option provided in
Section 13.01 to have this Section 13.03 applied to the Outstanding Securities of any Defeasible Series, the Company shall be released from any covenants provided pursuant to Section 3.01(18) or 9.01(2) for the benefit of the
Holders of such Securities, with respect to the Outstanding Securities of such series as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such
series shall be unaffected thereby. 
  

	 	Section 13.04	Conditions to Defeasance or Covenant Defeasance. 

 The following shall be the conditions
to application of either Section 13.02 or Section 13.03 to the Outstanding Securities of any Defeasible Series: 

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee that satisfies
the requirements contemplated by Section 6.10 and agrees to comply with the provisions of this Article XIII applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of Outstanding Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and
interest on the Securities of such series on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series. As used herein, “U.S. Government Obligation” means


  
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any security that is (i) a direct obligation of the United States of America for the payment of which full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof. 
 (2) In the case
of an election under Section 13.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or
(B) since the date first set forth hereinabove, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the Securities of such series and will be subject to Federal
income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 

(3) In the case of an election under Section 13.03, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to the Securities of such
series and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. 

(4) The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that the Securities of such
series, if then listed on any securities exchange, will not be delisted as a result of such deposit. 
 (5) No Event of
Default or Default or event that (after notice or lapse of time or both) would become an Event of Default or Default shall have occurred and be continuing at the time of such deposit or, with regard to any Event of Default at any time on or prior to
the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 

(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the
Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). 
 (7) Such Defeasance or
Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. 

  
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 (8) The Company shall have delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 

(9) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be qualified under such Act or exempt from regulation thereunder. 

(10) If the Securities are to be optionally redeemed, either notice of such redemption shall have been given or the Company
shall have given the Trustee irrevocable instructions to give such notice. 
  

	 	Section 13.05	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 


All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for
purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of the Securities of any Defeasible Series shall be held in
trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the
extent required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed
against the U.S. Government Obligations deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding
Securities. 
 Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.04 with respect to Securities of any Defeasible Series that, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the same opinion delivered under Section 13.04), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent
Defeasance or Covenant Defeasance with respect to the Securities of such series. 
  

	 	Section 13.06	Reinstatement. 

 If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article XIII with respect to the Securities of any series by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII with respect to Securities of such series until such time as the Trustee or Paying
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apply all money held in trust pursuant to Section 13.05 with respect to Securities of such series in accordance with this Article XIII; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any Security of such series following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of Securities of such series to receive such payment
from the money so held in trust. 
  

	 	Section 13.07	Qualifying Trustee. 

 Any trustee appointed pursuant to Section 13.04 for the
purpose of holding trust funds deposited pursuant to that Section shall be appointed under an agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for herein to the related Defeasance or Covenant Defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee. 

ARTICLE XIV 
 SUBORDINATION OF
SECURITIES 
  

	 	Section 14.01	Securities Subordinate to Senior Indebtedness. 

 The Company covenants and agrees, and
each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Securities and the payment of the principal of (and
premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. 

 

	 	Section 14.02	Payment Over of Proceeds Upon Dissolution, Etc. 

 In the event of (a) any insolvency
or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation,
dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the
Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment in money
or money’s worth, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to
receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding,
dissolution, liquidation or other winding up or event. 
 In the event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior 

  
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Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in
full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 
 For purposes of this
Article only, the words “cash, property or securities” shall not be deemed to include shares of common stock of the Company as reorganized or readjusted or any other Person, or other securities of the Company or any other Person provided
for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so
subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and
liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the
case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article VIII. 
  

	 	Section 14.03	Prior Payment to Senior Indebtedness Upon Acceleration of Securities. 

 In the event that
any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all
amounts due or to become due on or in respect of such Senior Indebtedness, or provision shall be made for such payment in money or money’s worth, before the Holders of the Securities are entitled to receive any payment by the Company on account
of the principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund
payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such default. 

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company. 
 The provisions of this Section shall not apply to any payment with respect to which
Section 14.02 would be applicable. 

  
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	 	Section 14.04	No Payment When Senior Indebtedness in Default. 

 In the event and during the
continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or in the event that any event of default with respect to any Senior
Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event
of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled or such Senior Indebtedness shall have been paid in full in cash, or in the event any judicial proceeding shall be
pending with respect to any such default in payment or event of default, then no payment shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of
Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been
acquired (upon redemption or otherwise) prior to such default. 
 In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 
 The provisions of this Section
shall not apply to any payment with respect to which Section 14.02 would be applicable. 
  

	 	Section 14.05	Payment Permitted If No Default. 

 Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 14.02 or under the conditions described in Section 14.03 or 14.04, from making payments at any time of principal of (and premium, if any) or interest on the Securities. 

 

	 	Section 14.06	Subrogation to Rights of Holders of Senior Indebtedness. 

 Subject to the payment in full
of all Senior Indebtedness, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the
same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the 

  
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holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. 
  

	 	Section 14.07	Provisions Solely to Define Relative Rights. 

 The provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal of (and premium, if any) and
interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of
the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. 
  

	 	Section 14.08	Trustee to Effectuate Subordination. 

 Each Holder of a Security by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.

  

	 	Section 14.09	No Waiver of Subordination Provisions. 

 No right of any present or future holder of any
Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by
any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under 

  
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which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other Person. 

 

	 	Section 14.10	Notice to Trustee. 

 The Company shall give prompt written notice to a Responsible
Officer of the Trustee at the Corporate Trust Office of the Trustee of any fact known to the Company which would prohibit the making of any payment or distribution to or by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article, including but not limited to Sections 14.02, 14.03 and 14.04 hereof, or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment
or distribution to or by the Trustee in respect of the Securities, unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee written notice thereof from the Company or a holder of Senior
Indebtedness or from any trustee therefor or representative thereof; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 6.01, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any cash, property or securities may become payable or
distributable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such cash, property or securities and to apply the same to the purpose for which such cash, property or securities was received and shall not be affected by any notice to the contrary which may be received by it within three
Business Days prior to such date. 
 Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery
to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee therefor or representative thereof) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee therefor
or representative thereof). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment or distribution to such Person pending judicial determination as to the
right of such Person to receive such payment or distribution. 
  

	 	Section 14.11	Reliance on Judicial Order or Certificate of Liquidating Agent. 

 Upon any payment or
distribution of assets of the Company referred to in this Article, the Trustee and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, 

  
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assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article. 
  

	 	Section 14.12	Trustee Not Fiduciary for Holders of Senior Indebtedness. 

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

 

	 	Section 14.13	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights. 


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

Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 5.06, 6.07 and 13.05. 

 

	 	Section 14.14	Article Applicable to Paying Agents. 

 In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 14.10, 14.12 and 14.13 shall not apply to the
Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent. 
  

	 	Section 14.15	Certain Conversions Deemed Payment. 

 For the purposes of this Article only, the payment,
issuance or delivery of cash, property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section, the term
“junior securities” means (a) shares of any stock of any class of the Company and (b) securities of the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. 

  
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	 	Section 14.16	Trust Moneys Not Subordinated. 

 Notwithstanding anything contained herein to the
contrary, payments from moneys or the proceeds of U.S. Government Obligations held in trust under Article IV or XIII by the Trustee for the payment of principal of, premium, if any, and interest on the Securities from the date of deposit (if made in
compliance with this Indenture) shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the restraints set forth in this Article, and none of the Holders shall be obligated to pay over any such amount to the Company
or any holder of Senior Indebtedness of the Company or any other creditor of the Company. 
 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. 

(Signature Page to Follow) 

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

			
	HANCOCK HOLDING COMPANY
		
	By:		  

			Name:
			Title:


  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	as Trustee
		
	By:		  

			Name:
			Title:



  
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