Form of Junior Subordinated Indenture



 Exhibit 4.1 
  

BANCFIRST CORPORATION 
  
 to 
  
 THE BANK OF NEW YORK, 
  
 Trustee 
  

  
 JUNIOR SUBORDINATED INDENTURE 
  

Dated as of                 , 2004 
  








 TABLE OF CONTENTS 
  

							
	 	  	 	  	 	  	Page


	 ARTICLE I    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
				
	 	  	Section 1.1	  	Definitions	  	1
	 	  	Section 1.2	  	Compliance Certificate and Opinions	  	7
	 	  	Section 1.3	  	Forms of Documents Delivered to Trustee	  	8
	 	  	Section 1.4	  	Acts of Holders	  	8
	 	  	Section 1.5	  	Notices, Etc to Trustee and Company	  	10
	 	  	Section 1.6	  	Notice to Holders; Waiver	  	10
	 	  	Section 1.7	  	Conflict with Trust Indenture Act	  	10
	 	  	Section 1.8	  	Effect of Headings and Table of Contents	  	10
	 	  	Section 1.9	  	Successors and Assigns	  	10
	 	  	Section 1.10	  	Separability Clause	  	11
	 	  	Section 1.11	  	Benefits of Indenture	  	11
	 	  	Section 1.12	  	Governing Law	  	11
	 	  	Section 1.13	  	Non-Business Days	  	11
		
	 ARTICLE II    SECURITY FORMS
	  	11
				
	 	  	Section 2.1	  	Forms Generally	  	11
	 	  	Section 2.2	  	Form of Face of Security	  	12
	 	  	Section 2.3	  	Form of Reverse of Security	  	14
	 	  	Section 2.4	  	Additional Provisions Required in Global Security	  	16
	 	  	Section 2.5	  	Form of Trustee’s Certificate of Authentication	  	16
		
	 ARTICLE III    THE SECURITIES
	  	17
				
	 	  	Section 3.1	  	Title and Terms	  	17
	 	  	Section 3.2	  	Denominations	  	19
	 	  	Section 3.3	  	Execution, Authentication, Delivery and Dating	  	19
	 	  	Section 3.4	  	Temporary Securities	  	20
	 	  	Section 3.5	  	Registration, Transfer and Exchange	  	20
	 	  	Section 3.6	  	Mutilated, Destroyed, Lost and Stolen Securities	  	21
	 	  	Section 3.7	  	Payment of Interest; Interest Rights Preserved	  	22
	 	  	Section 3.8	  	Persons Deemed Owners	  	23
	 	  	Section 3.9	  	Cancellation	  	23
	 	  	Section 3.10	  	Computation of Interest	  	23
	 	  	Section 3.11	  	Deferrals of Interest Payment Dates	  	24
	 	  	Section 3.12	  	Right of Set-Off	  	25
	 	  	Section 3.13	  	Agreed Tax Treatment	  	25
	 	  	Section 3.14	  	Shortening of Stated Maturity	  	25
	 	  	Section 3.15	  	CUSIP Numbers	  	25
		
	 ARTICLE IV    SATISFACTION AND DISCHARGE
	  	25
				
	 	  	Section 4.1	  	Satisfaction and Discharge of Indenture	  	25
	 	  	Section 4.2	  	Application of Trust Money	  	26

  

 i 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page


	ARTICLE V    DEFAULT AND REMEDIES	  	26
				
	 	  	Section 5.1	  	Events of Default	  	26
	 	  	Section 5.2	  	Acceleration of Maturity; Rescission and Annulment	  	27
	 	  	Section 5.3	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	28
	 	  	Section 5.4	  	Trustee May File Proofs of Claim	  	28
	 	  	Section 5.5	  	Trustee May Enforce Claim Without Possession of Securities	  	29
	 	  	Section 5.6	  	Application of Money Collected	  	29
	 	  	Section 5.7	  	Limitation on Suits	  	30
	 	  	Section 5.8	  	Unconditional Right of Holders to Receive Principal Premium and Interest; Direct Action by Holders of Preferred Securities	  	30
	 	  	Section 5.9	  	Restoration of Rights and Remedies	  	30
	 	  	Section 5.10	  	Rights and Remedies Cumulative	  	31
	 	  	Section 5.11	  	Delay or Omission Not Waiver	  	31
	 	  	Section 5.12	  	Control by Holders	  	31
	 	  	Section 5.13	  	Waiver of Past Defaults	  	31
	 	  	Section 5.14	  	Undertaking for Costs	  	32
	 	  	Section 5.15	  	Waiver of Usury Stay or Extension Laws	  	32
		
	 ARTICLE VI    THE TRUSTEE
	  	32
				
	 	  	Section 6.1	  	Certain Duties and Responsibilities	  	32
	 	  	Section 6.2	  	Notice of Defaults	  	33
	 	  	Section 6.3	  	Certain Rights of Trustee	  	33
	 	  	Section 6.4	  	Not Responsible for Recitals or Issuance of Securities	  	34
	 	  	Section 6.5	  	Other Dealings in Securities	  	34
	 	  	Section 6.6	  	Money Held in Trust	  	34
	 	  	Section 6.7	  	Compensation and Reimbursement	  	34
	 	  	Section 6.8	  	Disqualification; Conflicting Interests	  	35
	 	  	Section 6.9	  	Corporate Trustee Required; Eligibility	  	35
	 	  	Section 6.10	  	Resignation and Removal; Appointment of Successor	  	36
	 	  	Section 6.11	  	Acceptance of Appointment by Successor	  	37
	 	  	Section 6.12	  	Merger, Conversion, Consolidation or Succession to Business	  	37
	 	  	Section 6.13	  	Preferential Collection of Claims Against Company	  	38
	 	  	Section 6.14	  	Appointment of Authenticating Agent	  	38
		
	 ARTICLE VII    HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	39
				
	 	  	Section 7.1	  	Company to Furnish Trustee Names and Addresses of Holders	  	39
	 	  	Section 7.2	  	Preservation of Information, Communications to Holders	  	39
	 	  	Section 7.3	  	Reports by Trustee	  	40
	 	  	Section 7.4	  	Reports by Company	  	40
		
	 ARTICLE VIII    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	40
				
	 	  	Section 8.1	  	Company May Consolidate, Etc., Only on Certain Terms	  	40
	 	  	Section 8.2	  	Successor Corporation Substituted	  	41
		
	 ARTICLE IX    SUPPLEMENTAL INDENTURES
	  	41
				
	 	  	Section 9.1	  	Supplemental Indentures without Consent of Holders	  	41
	 	  	Section 9.2	  	Supplemental Indentures with Consent of Holders	  	42
	 	  	Section 9.3	  	Execution of Supplemental Indentures	  	43
	 	  	Section 9.4	  	Effect of Consents; Effect of Supplemental Indentures	  	43
	 	  	Section 9.5	  	Conformity with Trust Indenture Act	  	44
	 	  	Section 9.6	  	Reference in Securities to Supplemental Indentures	  	44

  

 ii 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page


	 ARTICLE X    COVENANTS
	  	44
				
	 	  	Section 10.1	  	Payment of Principal, Premium and Interest	  	44
	 	  	Section 10.2	  	Maintenance of Office or Agency	  	44
	 	  	Section 10.3	  	Money for Security Payments to be Held in Trust	  	45
	 	  	Section 10.4	  	Statement as to Compliance	  	46
	 	  	Section 10.5	  	Waiver of Certain Covenants	  	46
	 	  	Section 10.6	  	Additional Sums	  	46
	 	  	Section 10.7	  	Additional Covenants	  	46
		
	 ARTICLE XI    REDEMPTION OF SECURITIES
	  	47
				
	 	  	Section 11.1	  	Applicability of This Article	  	47
	 	  	Section 11.2	  	Election to Redeem; Notice to Trustee	  	48
	 	  	Section 11.3	  	Selection of Securities to be Redeemed	  	48
	 	  	Section 11.4	  	Notice of Redemption	  	48
	 	  	Section 11.5	  	Deposit of Redemption Price	  	49
	 	  	Section 11.6	  	Payment of Securities Called for Redemption	  	49
	 	  	Section 11.7	  	Right of Redemption of Securities Initially Issued to a Capital Trust	  	49
		
	 ARTICLE XII    SINKING FUNDS
	  	50
				
	 	  	Section 12.1	  	Applicability of Article	  	50
	 	  	Section 12.2	  	Satisfaction of Sinking Fund Payments with Securities	  	50
	 	  	Section 12.3	  	Redemption of Securities for Sinking Fund	  	50
		
	 ARTICLE XIII    SUBORDINATION OF SECURITIES
	  	51
				
	 	  	Section 13.1	  	Securities Subordinate to Senior Debt	  	51
	 	  	Section 13.2	  	Payment Over of Proceeds Upon Dissolution, Etc	  	52
	 	  	Section 13.3	  	Prior Payment to Senior Debt Upon Acceleration of Securities	  	52
	 	  	Section 13.4	  	No Payment When Senior Debt in Default	  	53
	 	  	Section 13.5	  	Payment Permitted If No Default	  	53
	 	  	Section 13.6	  	Subrogation to Rights of Holders of Senior Debt	  	54
	 	  	Section 13.7	  	Provisions Solely to Define Relative Rights	  	54
	 	  	Section 13.8	  	Trustee to Effectuate Subordination	  	54
	 	  	Section 13.9	  	No Waiver of Subordination Provisions	  	55
	 	  	Section 13.10	  	Notice to Trustee	  	55
	 	  	Section 13.11	  	Reliance on Judicial Order or Certificate of Liquidating Agent	  	55
	 	  	Section 13.12	  	Trustee Not Fiduciary for Holders of Senior Debt	  	56
	 	  	Section 13.13	  	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	  	56
	 	  	Section 13.14	  	Article Applicable to Paying Agents	  	56
	 	  	Section 13.15	  	Certain Conversions or Exchanges Deemed Payment	  	56

  

 iii 








 BANCFIRST CORPORATION 
  
 Reconciliation and tie between the Trust Indenture Act of 1939 (including cross-references to provisions of Sections 310 to and including
317 which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern the Indenture whether or not physically contained therein) and the Junior Subordinated Indenture, dated as
of                 , 2004. 
  

						
	Trust Indenture Act Section

	  	 Indenture Section


	§	310	 	(a) (1), (2) and (5)	  	6.9
	 	 	 	(a) (3)	  	Not Applicable
	 	 	 	(a) (4)	  	Not Applicable
	 	 	 	(b)	  	6.8, 6.10
	 	 	 	(c)	  	Not Applicable
	§	311	 	(a)	  	6.13
	 	 	 	(b)	  	6.13
	 	 	 	(c)	  	Not Applicable
	§	312	 	(a)	  	7.1, 7.2(a)
	 	 	 	(b)	  	7.2(b)
	 	 	 	(c)	  	7.2(c)
	§	313	 	(a)	  	7.3(a)
	 	 	 	(b)	  	7.3(b)
	 	 	 	(c)	  	1.6, 7.3(a), 7.3(b)
	 	 	 	(d)	  	7.3(c)
	§	314	 	(a) (1), (2) and (3)	  	7.4
	 	 	 	(a) (4)	  	7.4, 10.4
	 	 	 	(b)	  	Not Applicable
	 	 	 	(c) (1)	  	1.2
	 	 	 	(c) (2)	  	1.2
	 	 	 	(c) (3)	  	Not Applicable
	 	 	 	(d)	  	Not Applicable
	 	 	 	(e)	  	1.2
	 	 	 	(f)	  	Not Applicable
	§	315	 	(a)	  	6.1 (a)
	 	 	 	(b)	  	1.6, 6.2
	 	 	 	(c)	  	6.1 (b)
	 	 	 	(d)	  	6.1 (c)
	 	 	 	(d) (1)	  	6.1 (c) (i)
	 	 	 	(d) (2)	  	6.1 (c) (ii)
	 	 	 	(d) (3)	  	6.1 (c) (iii)
	 	 	 	(e)	  	5.14
	§	316	 	(a)	  	5.12, 5.13
	 	 	 	(a)(1)(A)	  	5.12
	 	 	 	(a)(1)(B)	  	5.13
	 	 	 	(a) (2)	  	Not Applicable
	 	 	 	(b)	  	5.8
	 	 	 	(c)	  	1.4(f)
	§	317	 	(a) (1)	  	5.3
	 	 	 	(a) (2)	  	5.4
	 	 	 	(b)	  	10.3
	§	  318	 	(a)	  	1.7


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

 iv 








 JUNIOR SUBORDINATED INDENTURE, dated as of
                    , 2004, between BANCFIRST CORPORATION, an Oklahoma corporation (hereinafter called the “Company”),
and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (hereinafter 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 junior subordinated debt
securities in series (hereinafter, the “Securities”) of substantially the tenor hereinafter provided, including, without limitation, Securities issued to evidence loans made to the Company of the proceeds from the issuance
from time to time by one or more statutory business trusts (each a “BFC Capital Trust,” and, collectively, the “Capital Trusts”) of preferred beneficial interests in the assets of such Capital
Trusts (the “Preferred Securities”) and common beneficial interests in the assets of such Capital Trusts (the “Common Securities” and, collectively with the Preferred Securities, the “Trust
Securities”), and to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered. 
  
 All things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations
of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and 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
covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
  
 ARTICLE I 
  
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  
 Section 1.1. Definitions. 
  
 For all purposes of this Indenture, except as otherwise provided expressly or by context: 
  
 (a) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as
the singular; 
  
 (b) 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; 
  
 (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and
the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles which are generally accepted at the date or time of such computation; provided, that
when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company; and 
  
 (d) 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. 
  
 “1940 Act” means the Investment Company Act of 1940, as amended. 
  
 “Act” when used with respect to any Holder has the meaning specified in Section 1.4. 
  
 “Additional Interest” means the interest, if any,
that shall accrue on any interest on the Securities of any series the payment of which has not been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or determined as specified in such Security.

  

 1 








 “Additional Sums” has the meaning specified in
Section 10.6. 
  
 “Additional Taxes” means
the sum of any additional taxes, duties and other governmental charges to which a Capital Trust has become subject from time to time as a result of a Tax Event. 
  

“Administrative Trustee” means, in respect of any Capital Trust, each Person identified as an “Administrative
Trustee” or an “Administrative Agent” in the related Trust Agreement, solely in such Person’s capacity as Administrative Trustee or an Administrative Agent, as the case may be, of such Capital Trust under such Trust Agreement and
not in such Person’s individual capacity, or any successor administrative trustee or successor administrative agent, as the case may be, appointed as therein provided. 
  
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person; provided, however, no Capital Trust to which Securities have been issued shall be deemed to be an Affiliate of the Company. 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. 
  
 “Allocable Amounts,” when used with respect to any Senior Debt, means all amounts due or to become due on such Senior Debt.

  
 “Amended and Restated Trust Agreement”
means the amended and restated trust agreement substantially in the form attached here to as Annex B, or substantially in such form as may be contemplated by Section 3.1 with respect to the Securities at any series, as amended from time to time.

  
 “Authenticating Agent” means any
Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series. 
  
 “Board of Directors” means either the board of directors of the Company or any committee of that board duly authorized to act
hereunder. 
  
 “Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or such committee of the Board of Directors or officers of the Company to which authority to act on behalf
of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the State of New
York are authorized or required by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee, or, with respect to the Securities of a series initially issued to a Capital Trust, the principal office of
the Property Trustee under the related Trust Agreement, is closed for business. 
  
 “Capital Treatment Event” means the reasonable determination by the Company that, as a result of any amendment to, or change (including any prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or
change is effective or such prospective change, pronouncement or decision is announced on or after the original issuance of the Preferred Securities of such Capital Trust, there is more than an insubstantial risk that the Company will not be
entitled to treat the Preferred Securities (or any substantial portion thereof) as “Tier I Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the primary federal regulator of the Company, as then
in effect and applicable to the Company. 
  

 2 








 “Capital Trust” has the meaning specified in the first recital of this Indenture.

  
 “Capital Trust Guarantee” means the
guarantee by the Company of distributions on the Preferred Securities of a Capital Trust to the extent provided in the related Guarantee Agreement. 
  
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if
at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. 
  
 “Common Securities” has the meaning specified in the
first recital of this Indenture. 
  
 “Common
Stock” means the common stock, $1.00 par value per share, of the Company. 
  
 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company” shall mean such successor corporation. 
  
 “Company Request” and “Company Order” mean, respectively, the written request or order signed in the name of the Company by the Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, its Chief Executive Officer, its President or a Vice President, and by its Chief Financial Officer, Treasurer, its Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 

 
 “Corporate Trust Office” means the principal
office of the Trustee at which at any particular time its corporate trust business shall be administered, which office on the date of execution of this Indenture is located at [insert address], Attention: Corporate Trust Department. 
  
 “Corporation” includes a corporation, association,
company, joint-stock company or business trust. 
  
 “Debt” means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent: (a) every obligation of such Person for money borrowed; (b) every
obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (c) every reimbursement obligation of such Person with
respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (d) every obligation of such Person 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); (e) every capital lease obligation of such Person; (f) all indebtedness of such Person whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; and (g) every obligation of the type referred to in clauses (a)
through (f) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor or otherwise. 
  
 “Defaulted Interest” has the meaning specified in
Section 3.7. 
  
 “Definitive Securities”
shall mean those securities issued in fully registered certificated form not otherwise in global form. 
  
 “Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more
Global Securities, the Person designated as Depositary by the Company pursuant to Section 3.1 with respect to such series (or any successor thereto). 
  

 3 








 “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 5.2. 
  
 “Distributions,” with respect to the Trust Securities issued by a Capital Trust, means amounts payable in respect of such Trust
Securities as provided in the related Trust Agreement and referred to therein as “Distributions.” 
  
 “Dollar” or “U.S. $” means the currency of the United States of America that, as at the time of payment,
is legal tender for the payment of public and private debts. 
  
 “Event of Default” has the meaning specified in Article V unless otherwise specified in the supplemental indenture or the Officers’ Certificate delivered pursuant to Section 3.1 hereof creating a series of
Securities. 
  
 “Exchange Act” means the
Securities Exchange Act of 1934 and the rules promulgated thereunder, and any statute successor thereto, in each case as amended from time to time. 
  
 “Extension Period” has the meaning specified in Section 3.11. 
  
 “Global Security” means a Security in the form prescribed in Section 2.4 evidencing all or part of a
series of Securities, issued to the Depositary or its nominee for such series, and registered in the name of such Depositary or its nominee. 
  
 “Guarantee Agreement” means the Guarantee Agreement substantially in the form attached hereto as Annex C, or substantially in such
form as may be specified as contemplated by Section 3.1 with respect to the Securities of any series, in each case as amended from time to time. 
  
 “Holder” means a Person in whose name a Security is registered in the Securities Register. 
  
 “Indenture” means this instrument as originally
executed or as it may from time to time be amended or supplemented by one or more supplemental indentures entered into pursuant to applicable provisions hereof or one or more Officers’ Certificates delivered pursuant to Section 3.1 and shall
include the terms of each particular series of Securities established as contemplated by Section 3.1. 
  
 “Interest Payment Date” means as to each series of Securities the Stated Maturity of an installment of interest on such
Securities. 
  
 “Investment Company Event”
means, in respect of a Capital Trust, the receipt by the Company and a Capital Trust of an Opinion of Counsel, rendered by a law firm experienced in such matters, to the effect that, as a result of change in law or regulation or a written change in
interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that such Capital Trust is or will be considered an “investment
company” that is required to be registered under the 1940 Act, which change becomes effective on or after the date of original issuance of the Preferred Securities of such Capital Trust. 
  
 “Junior Subordinated Payment” has the meaning
specified in Section 13.2. 
  
 “Liquidation
Amount” has the meaning given to it in the Trust Agreement under which the applicable Capital Trust is formed. 
  
 “Maturity” when used with respect to any Security means the date on which the principal of such Security becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
  
 “Notice of Default” means a written notice of the kind specified in Section 5.1(c). 
  

 4 








 “Officers’ Certificate” means a certificate signed by the Chairman of the
Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President, and by the Chief Financial Officer, 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, but not an employee thereof, and who shall be reasonably acceptable to the Trustee. 
  
 “Original Issue Date” means the date of issuance specified as such in each Security. 
  
 “Outstanding” means, in reference to any Securities,
as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (b) Securities for
whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust 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; and (c) Securities in substitution for or in lieu of which other Securities have been authenticated and delivered or which have been paid pursuant to Section 3.6, unless proof
satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or, unless
all the Securities of a series shall then be held by an Affiliate of the Company, any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, 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 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 such other obligor. Upon the written request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by
the Company to be owned or held by or for the account of the Company, or any other obligor on the Securities or any Affiliate of the Company or such obligor, and, subject to the provisions of Section 6.1, the Trustee shall be entitled to accept such
Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination. 
  
 “Paying Agent” means the Trustee or any Person
authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company. 
  
 “Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation,
unincorporated organization or government or any agency or political subdivision thereof. 
  
 “Place of Payment” means, with respect to the Securities of any series, the place or places where the principal of (and premium, if any) and interest on the Securities of such series are
payable pursuant to Sections 3.1 and 3.11. 
  
 “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 3.6 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost; destroyed or stolen Security. 
  
 “Preferred Securities” has the meaning specified in
the first recital of this Indenture. 
  

 5 








 “Proceeding” has the meaning specified in Section 13.2. 
  
 “Property Trustee” means, as to any Capital Trust,
the commercial bank or trust company identified as the “Property Trustee” in the related Trust Agreement, solely in its capacity as Property Trustee of such Capital Trust under such Trust Agreement and not in its individual capacity, or
its successor in interest in such capacity, or any successor property trustee appointed as therein provided. 
  
 “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 with respect to the Securities of a series means, the
date that is fifteen days next preceding such Interest Payment Date (whether or not a Business Day). 
  
 “Representative” means the (a) indenture trustee or other trustee, agent or representative for any Senior Debt or (b) with respect
to any Senior Debt that does not have any such trustee, agent or other representative, (i) in the case of such Senior Debt issued pursuant to our agreement providing for voting arrangements as among the holders or owners of such Senior Debt, any
holder or owner of such Senior Debt acting with the consent of the required persons necessary to bind such holders or owners of such Senior Debt and (ii) in the case of all other such Senior Debt, the holder or owner of such Senior Debt. 

 
 “Responsible Officer” when used with respect to
the Trustee, means any vice president, any assistant vice president, any senior trust officer or assistant trust officer, any trust officer, or any other officer associated with the corporate trust department of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and
familiarity with the particular subject. 
  
 “Securities” or “Security” means any debt securities or debt security, as the case may be, authenticated and delivered under this Indenture. 
  
 “Securities Register” and “Securities
Registrar” have the respective meanings specified in Section 3.5. 
  
 “Senior Debt” means the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating
to the Company whether or not such claim for post-petition interest is allowed in such proceeding), on Debt of the Company, whether incurred on or prior to the date of this Indenture or thereafter incurred, unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Securities, or to other Debt which is pari passu with, or subordinated to the Securities,
provided, however, that Senior Debt shall not be deemed to include (a) any Debt of the Company which, when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Reform Act of 1978, as amended, was
without recourse to the Company, (b) any Debt of the Company to any of its Subsidiaries, (c) Debt to any employee of the Company, (d) any Securities and (e) the Company’s 9.65% Junior Subordinated Deferrable Interest Debentures. 
  
 “Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7. 
  
 “Stated Maturity” when used with respect to any Security or any installment of principal thereof or interest thereon means the date specified pursuant to the terms of such Security as the date
on which the principal of such Security or such installment of interest is due and payable, in the case of such principal, as such date may be shortened or extended as provided pursuant to the terms of such Security and this Indenture. 

 

 6 








 “Subsidiary” means a corporation of which more than 50% of the outstanding voting
stock is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For purposes of this definition, “voting stock” means stock which ordinarily has voting
power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 
  
 “Tax Event” means the receipt by the Company and any Capital Trust of an Opinion of Counsel (as defined in the relevant Trust
Agreement) experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement
or decision is announced on or after the original issuance of the Preferred Securities of such Capital Trust, there is more than an insubstantial risk that (a) such Capital Trust is, or will be within 90 days of the date of such Opinion of Counsel,
subject to United States Federal income tax with respect to income received or accrued on the corresponding series of Securities, (b) interest payable by the Company on such corresponding series of Securities is not, or within 90 days of the date of
such Opinion of Counsel will not be, deductible by the Company, in whole or in part, for United States Federal income tax purposes or (c) such Capital Trust is, or will be within 90 days of the date of such Opinion of Counsel, subject to more than
a de minimis amount of other taxes, duties or other governmental charges. 
  
 “Trust Agreement” means the Trust Agreement substantially in the form attached hereto as Annex A, as amended by the form of Amended and Restated Trust Agreement substantially in the form
attached hereto as Annex B, or substantially in such form as may be specified as contemplated by Section 3.1 with respect to the Securities of any series, in each case as amended from time to time. 
  
 “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 the Trustee with respect to Securities of that series. 
  
 “Trust Indenture Act” means the Trust Indenture Act
of 1939 (15 U.S.C. §§ 77aaa-77bbb), as amended and as in effect on the date as of this Indenture, except as provided in Section 9.5. 
  
 “Trust Securities” has the meaning specified in the first recital of this Indenture. 
  
 “Vice President” when used with respect to the
Company, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.” 
  
 Section 1.2. Compliance Certificate and Opinions. 
  
 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the
Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent (including covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including covenants; compliance with which constitute a condition precedent), if any, have been complied with, except
that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion
need be furnished. 
  
  

 7 








 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this
Indenture (other than the certificates provided pursuant to Section 10.4) shall include: 
  
 (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
  
 (b) 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; 
  
 (c) 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

  
 (d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with. 
  
 Section 1.3. Form of Documents Delivered to Trustee. 
  
 Where several matters are required to be certified or covered by an opinion, such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters. 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. 
  
 Any Officers’ 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 matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer
or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous. 
  
 Section
1.4. Acts of Holders. 
  
 (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given to or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments is or 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 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided
in this Section. 
  
 (b) The fact and date of execution by any
Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any 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 Person acting in other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.

  
 (c) The fact and date of the execution by any Person of any
such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine. 
  
 (d) The ownership of Securities shall be proved by the Securities Register.

  

 8 








 (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder
of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done 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. 
  
 (f) The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make
or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the Company
may not set a record date for, and the provisions of this paragraph (f) shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to
this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date,
provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date (as defined below) by Holders of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6. 
  
 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 any (i) Notice of Default, (ii) declaration of acceleration referred to in Section 5.2, (iii) request to institute proceedings referred to in Section 5.7(b), or (iv) any direction referred to in Section 5.12, in each case with
respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to, join in such notice, declaration,
request or direction, whether or not such Holders remain Holders after such record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6. 
  
 With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day, provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date.
If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 
  

 9 








 (g) Without limiting the foregoing, a Holder entitled hereunder to 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 part of such
principal amount. 
  
 Section 1.5. Notices, Etc to Trustee and
Company. 
  
 Any request, demand, authorization,
direction, notice, consent, waiver, Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: 
  
 (i) the Trustee, by any Holder or any holder of Preferred Securities or the Company, shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 
  
 (ii) with the Company, by the Trustee or any Holder or any holder of Preferred Securities, shall be sufficient for every purpose (except as otherwise
provided in Section 5.1) hereunder 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 or at any other address previously
furnished in writing to the Trustee by the Company. 
  
 Section 1.6.
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 the address
of such Holder as it appears in the Securities Register, not later than the latest date, and not earlier than the earliest date, 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 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. 
  
 Section 1.7. Conflict with Trust Indenture Act. 
  
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c) thereof, such imposed
duties shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded,
as the case may be. 
  
 Section 1.8. 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 1.9. Successors and Assigns. 
  
 All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
  

 10 








 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. 
  

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 and
assigns, the Holders of Senior Debt, the Holders of the Securities and, to the extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2, the holders of Preferred Securities, 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 laws of the State of New York without regard to conflicts of laws principles thereof. 
  
 Section 1.13. Non-Business Days. 
  
 Notwithstanding any other provision of this Indenture or the Securities, whenever an Interest Payment Date, Redemption Date, or Stated Maturity of any
Security occurs on a day that is not a Business Day: (i) the affected payment of interest or principal (and premium, if any) will be deemed timely if made on the first Business Day after such Interest Payment Date, Redemption Date, or Stated
Maturity; and (ii) no interest accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, until such first Business Day thereafter. 
  
 ARTICLE II 
  
 SECURITY FORMS 
  
 Section 2.1. Forms Generally. 
  
 The Securities of each series shall be in substantially the forms set forth
in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution 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 applicable tax laws or 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 a
Board Resolution, 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 3.3
with respect to the authentication and delivery of such Securities. 
  
 The Trustee’s certificates of authentication shall be substantially in the form set forth in this Article. 
  
 The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by
the officers executing such Securities, as evidenced by their execution of such securities. 
  

 11 








 Section 2.2. Form of Face of Security. 
  
 BANCFIRST CORPORATION 
     % Junior Subordinated Debenture due
            ,          
  

			
	 Registered
	  	Principal Amount:
	 No.
	  	CUSIP No.:

  
 BancFirst Corporation,
a corporation organized and existing under the laws of Oklahoma (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to [Name of BFC Capital Trust], or registered assigns, the principal sum of $             Dollars on
                ; provided that the Company may shorten the Stated Maturity of the principal of this Security to a date not earlier than
                . The Company further promises to pay interest on said principal sum from
                 or from the most recent interest payment date (each such date, an “Interest Payment Date”) on which interest has been
paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on the      day of             ,
            ,              and              of
each year commencing             ,          at the rate of         % per annum, until
the principal hereof shall have become due and payable, plus Additional Interest, if any, until the principal hereof is paid or duly provided for or made available for payment and on any overdue principal and (without duplication and to the extent
that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of         % per annum, compounded quarterly. The amount of interest payable for any
period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment
in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. A “Business Day” shall mean any day other than a Saturday or Sunday a day on which banking institutions
in the State of New York are authorized or required by law or executive order to remain closed or on a day on which the Corporate Trust Office of the Trustee, or the principal office of the Property Trustee under the Amended and Restated Trust
Agreement (hereinafter referred to) for [Name of BFC Capital Trust] is closed for business. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which shall be 15 days next preceding such Interest Payment
Date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than ten
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 applicable, insert—So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of this Security to defer payment of interest on this
Security, at any time or from time to time, for up to 20 consecutive quarterly interest payment periods with respect to each deferral period (each an “Extension Period”), (during which Extension Periods the Company shall have
the right to make partial payments of interest on any interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the extent permitted by applicable law));
provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security; provided, further, that during any such Extension Period, the Company shall not, and
shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation 
  

 12 








 payment with respect to, any of the Company’s capital stock (which includes common and preferred stock), (ii) make
any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company (including Securities issued by the Company pursuant to the Indenture other than the Securities represented by this
certificate) that ranks pari passu with or junior in interest to this Security, (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiaries of the Company (if such guarantee
ranks pari passu in all respects with or junior in interest to this Security) (other than, with respect to the foregoing clauses (i) through (iii), (a) dividends or distributions in capital stock of the Company (which includes common and
preferred stock), (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant
thereto, (c) payments under the BFC Guarantee related to the Preferred Securities issued by [Name of BFC Capital Trust], and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the
Company’s benefit plans for its directors, officers or employees) or (iv) redeem, purchase or acquire less than all of the Securities of this series or any of the Preferred Securities. Prior to the termination of any such Extension Period, the
Company may further extend such Extension Period, provided that such extension does not cause such Extension Period to exceed 20 consecutive interest payment periods or to extend beyond the Stated Maturity. Upon the termination of any such
Extension Period and upon the payment of all amounts then due on any Interest Payment Date, and subject to the foregoing limitation, the Company may elect to begin a new Extension Period. No interest shall be due and payable during an Extension
Period except at the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative Trustees of [Name of BFC Capital Trust] notice of its election to begin any Extension Period at least one Business Day
prior to the earlier of (i) the date on which Distributions on the Preferred Securities would be payable except for the election to begin such Extension Period, or (ii) the date the Administrative Trustees are required to give notice to the New York
Stock Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date or (iii) the date
such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall give notice of the Company’s election to begin a new Extension Period to the holders of the Preferred Securities. There
is no limitation on the number of times that the Company may elect to begin an Extension Period.] 
  
 Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee or at the office of
such paying agent or paying agents as the Company may designate from time to time, maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or
(ii) by transfer to an account maintained by the person entitled thereto, in immediately available funds, at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. 
  
 The indebtedness evidenced by this Security is, to the extent provided in the
Indenture, unsecured and will rank junior and subordinate and subject in right of payments to the prior payment in full of all Senior Debt, 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 such actions 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. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of
Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 
  
 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. 
  

 13 








 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. 
  
 This Security is not a savings account or deposit or other obligation of a bank and is not insured by the Federal Deposit Insurance Corporation, by any
other governmental agency, or otherwise. 
  
 IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed under its corporate seal. 
  

							
	 	 	 	  	 BANCFIRST CORPORATION

				
	 	 	 	  	By:	 	  


	 	 	 	  	 	 	 [President or Vice President]

	 Attest:
	 	 	  	 	 	 
	  

	 	 	  	 	 	 
	 [Secretary or Assistant Secretary]
	 	 	  	 	 	 

  
 Section 2.3. 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 a Junior Subordinated Indenture, dated as of
                ,          (herein called the “Indenture”), between the Company and The
Bank of New York, 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 Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, limited in aggregate principal amount to $                . 
  
 All terms used in this Security that are defined in the Indenture and in the
Amended and Restated Trust Agreement, dated as of                 ,         , as amended (the “Amended
and Restated Trust Agreement”), for [Name of BFC Capital Trust] among BancFirst Corporation, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture or the
Amended and Restated Trust Agreement, as the case may be. 
  
 [If applicable, insert—The Company may at any time, at its option, on or after                 , and subject to the terms and
conditions of Article XI of the Indenture, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, redeem this Security [in whole at any time] [or in
part from time to time], at a redemption price equal to [insert redemption price] to the Redemption Date.] 
  
 [If applicable, insert—Upon the occurrence and during the continuation of a Tax Event, Investment Company Event or Capital Treatment
Event in respect of a Capital Trust, the Company may, at its option, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, at any time within 90 days
of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [if applicable, insert—in whole but not in part], subject to the provisions of Section 11.7 and the other
provisions of Article XI of the Indenture, at a redemption price equal to [insert redemption price] to the Redemption Date.] 
  
 [If applicable, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series for the
portion hereof not redeemed will be issued in the name of the Holder hereof upon the cancellation hereof.] 
  

 14 








 The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this
Security upon compliance by the Company with certain conditions set forth in the Indenture. 
  
 The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights
and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
  
 [If the Security is not a Discount Security,
—As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if
given by Holders), provided that, in the case of the Securities of this series issued to a BFC Capital Trust, if upon the occurrence and during the continuance of an Event of Default, the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the
Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the
Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in
Article XIII of the Indenture.] 
  
 [If the Security is a
Discount Security, —As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a BFC Capital Trust, if upon an Event of Default, the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred
Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee. Such amount shall be equal to [insert formula for determining the amount]. Upon any such declaration, such amount of the principal of and
the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on
such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each
case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 
  
 No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein
prescribed. 
  

 15 








 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 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, 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. 
  
 The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations
of $25 and any integral multiples of $25 in excess 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 such
series of a different authorized denomination, as requested by the Holder surrendering the same. 
  
 The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and
local tax purposes each of the aforementioned persons shall treat this Security as indebtedness. 
  
 THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 
  
 Section 2.4. Additional Provisions Required in Global Security.

  
 Any Global Security issued hereunder shall, in
addition to the provisions contained in Sections 2.2 and 2.3, 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 OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.” 
  
 Section 2.5. Form of Trustee’s Certificate of Authentication. 
  
 This is one of the Securities referred to in the within mentioned Indenture. 
  
 Dated: 
  

			
	 The Bank Of New York

	 as Trustee

	 By:
	 	  


	 	 	 Authorized Signatory



  

 16 








 ARTICLE III 
  
 THE SECURITIES 
  
 Section 3.1. Title and Terms. 
  
 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 a Board Resolution, and set forth in an Officers’ Certificate (such Officers’ Certificate shall have the effect of a supplemental indenture for all purposes hereunder), or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of a series: 
  
 (a) title of the securities of such series, which shall distinguish the Securities of the series from all other Securities; 
  
 (b) the limit, if any, upon the aggregate principal amount of the Securities
of such 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
3.4, 3.5, 3.6, 9.6 or 11.6 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder): provided, however, that the authorized aggregate principal amount of
such series may be increased above such amount by a Board Resolution to such effect; 
  
 (c) the Stated Maturity or Maturities on which the principal of the Securities of such series is payable or the method of determination thereof; 
  
 (d) the rate or rates, if any, at which the Securities of such series shall bear interest, if any, the rate or rates and
extent to which Additional Interest, if any, shall be payable in respect of any Securities of such series, the Interest Payment Dates on which such interest shall be payable, the right, pursuant to Section 3.11 or as otherwise set forth therein, of
the Company to defer or extend an Interest Payment Date, and the Regular Record Date for the interest payable on any Interest Payment Date or the method by which any of the foregoing shall be determined; 
  
 (e) place or places where the principal of (and premium, if any) and interest
on the Securities of such series shall be payable, the place or places where the Securities of such series may be presented for registration of transfer or exchange, and the place or places where notices and demands to or upon the Company in respect
of the Securities of such series may be made; 
  
 (f) period or
periods within or the date or dates on which, if any, the price or prices at which and the terms and conditions upon which the Securities of such series may be redeemed, in whole or in part, at the option of the Company; 
  
 (g) the obligation or the right, if any, of the Company to prepay, repay or
purchase the Securities of such series pursuant to any sinking fund, amortization or analogous provisions, or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the currency or currencies
(including currency unit or units) in which and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 
  
 (h) the denominations in which any Securities of such series shall be
issuable, if other than denominations of $25 and any integral multiples of $25 in excess thereof; 
  
 (i) if other than Dollars, the currency or currencies (including currency unit or units) in which the principal of (and premium, if any) and interest, if
any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated; 
  

 17 








 (j) additions, modifications or deletions, if any, in the Events of Default or covenants of the Company
set forth herein with respect to the Securities of such series; 
  
 (k) if other than the principal amount thereof, the portion of the principal amount of Securities of such series that shall be payable upon declaration of acceleration of the Maturity thereof, 
  
 (l) the additions or changes, if any, to this Indenture with respect to the
Securities of such series as shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons; 
  
 (m) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner in which such amounts will be determined; 
  
 (n) whether the Securities of the series, or any portion thereof, shall initially be issuable in the form of a temporary Global Security representing all
or such portion of the Securities of such series and provisions for the exchange of such temporary, Global Security for definitive Securities of such series; 
  
 (o) if applicable, that any 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 respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of
those set forth in Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other
than the Depositary for such Global Security or a nominee thereof; 
  
 (p) the appointment of any Paying Agent or Agents for the Securities of such series; 
  
 (q) the terms of any right to convert or exchange Securities of such series into any other securities or property of the Company, and the additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange; 
  
 (r) the form or forms of the Trust Agreement, Amended and Restated Trust Agreement and Guarantee Agreement, if different from the forms attached hereto as Annexes A, B and C, respectively; 
  
 (s) the relative degree, if any, to which the Securities of the series shall
be senior to or be subordinated to other series of Securities in right of payment, whether such other series of Securities are Outstanding or not; and 
  
 (t) any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture). 
  
 All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. 
  
 If any of the terms of the series are established by action taken pursuant to
a Board Resolution, 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. 
  
 The Securities shall be subordinated
in right of payment to Senior Debt as provided in Article XIII. 
  

 18 








 Section 3.2. Denominations. 
  
 The Securities of each series shall be in registered form without coupons and shall be issuable in minimum denominations of
$25 and integral multiples of $25 in excess thereof, unless otherwise specified as contemplated by Section 3.1. 
  
 Section 3.3. Execution, Authentication, Delivery and Dating. 
  
 The Securities shall be executed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer
or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. 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 or did not hold such offices at the date 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 by or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Opinion of Counsel stating, 
  
 (1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, 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 or pursuant to
Board Resolution as permitted by Section 3.1, 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 3.1 and this Section 3.3, 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 3.1 or the Company Order and Opinion of Counsel otherwise required
pursuant to this section at or prior to the 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 
  

 19 








 provided for herein executed by the Trustee by the manual signature of one of its authorized officers, 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 3.9, 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 3.4. 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 denomination, substantially of the tenor of the definitive Securities of such series 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 such series to be prepared
without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for
that purpose without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of
the same series of authorized denominations having the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities. 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. 
  
 Section 3.5. Registration, Transfer and Exchange. 
  
 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. Such register is herein sometimes referred to as the “Securities Register.” The Trustee is hereby appointed “Securities Registrar” for the purpose of
registering Securities and transfers of Securities as herein provided. 
  
 Upon surrender for registration of transfer of any Security at the office or agency of the Company designated for that purpose, 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, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms. 
  
 At the option of the Holder, Securities may be exchanged for other Securities
of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms, 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 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 transfer or exchange. 
  
 Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities
Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. 
  

 20 








 No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. 
  
 The provisions of Clauses (a), (b), (c) and (d) below shall apply only to Global Securities: 
  
 (a) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security
for all purposes of this Indenture. 
  
 (b)
Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other
than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency
registered under the Exchange Act at a time when the Depositary is required to be so registered to act as depositary, in each case unless the Company has approved a successor Depositary within 90 days, (ii) there shall have occurred and be
continuing an Event of Default with respect to such Global Security, (iii) the Company in its sole discretion determines that such Global Security will be so, exchangeable or transferable or (iv) there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1. 
  
 (c) Subject to Clause (b) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 
  
 (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in
lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 
  
 Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, transfer or exchange any Security of any
series during a period beginning at the opening of business 15 days before the day of selection for redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of notice of redemption or (ii) to transfer
or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof not to be redeemed. 
  
 The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security)
other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, the Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof. 
  
 Section
3.6. Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or the Trustee to hold each of them harmless, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same issue and series of like tenor and principal amount; having the same Original Issue Date and Stated Maturity, and bearing a number not contemporaneously
outstanding. 
  
 If there shall be delivered to the Company and to
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 hold each of them harmless, then; in the absence of notice to the Company or the
Trustee that 
  

 21 








 such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same issue and series of like tenor and principal amount, having the same Original Issue Date and Stated Maturity as such destroyed, lost
or stolen Security, 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 issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the 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 duly issued hereunder. 
  
 The provisions of this Section 3.6 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 3.7. Payment of Interest; Interest Rights Preserved. 
  
 Interest on any Security of any series 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 in respect of Securities of such series, except that, unless otherwise provided in the
Securities of such series, interest payable on the Stated Maturity of the principal of a Security shall be paid to the Person to whom principal is paid. The initial payment of interest on any Security of any series which is issued between a Regular
Record Date and the related Interest Payment Date shall be payable as provided in such Security or in the Board Resolution pursuant to Section 3.1 with respect to the related series of Securities. 
  
 Any interest on any Security which is payable, but is not timely paid or duly
provided for, on any Interest Payment Date for Securities of such series (herein called “Defaulted Interest”), shall forthwith cease to be payable to the registered 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 (a) or (b) below: 
  
 (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series in respect
of which interest is in default (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 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 
  

 22 








 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 a
Security of such series at the address of such Holder as it appears in the Securities Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a
similar notice to be published at least once in a newspaper, customarily published in the English language on each Business Day and of general circulation in the State of New York, but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (b). 
  
 (b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of the series in respect of which interest is in default may be listed and, upon such notice as may be required by such exchange (or by the Trustee if the Securities are not
listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section 3.7, each Security delivered under this Indenture upon 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 3.8. Persons Deemed Owners. 
  
 The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to Section 3.7) 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. 
  
 Section 3.9. Cancellation. 
  
 All Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Securities surrendered directly to the Trustee for
any such purpose shall be promptly canceled 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
all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities shall be disposed of by the Trustee in accordance with its customary procedures. 
  
 Section 3.10. Computation of Interest. 
  
 Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series for any period shall
be computed on the basis of a 360-day year of twelve 30-day months and interest on the Securities of each series for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months.

  

 23 








 Section 3.11. Deferrals of Interest Payment Dates. 
  
 If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, and so long as no Event of Default persists, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period
or periods as may be specified as contemplated by Section 3.1 (each, an “Extension Period”). No Extension Period shall end on any date other than an Interest Payment Date, nor shall any Extension Period shall extend beyond
the Stated Maturity of the principal of the Securities of such series. 
  
 During any Extension Period, the Company shall not do or permit a Subsidiary to do any of the following: 
  
 (1) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the
Company’s capital stock (whether common or preferred), 
  
 (2) pay any principal of or interest or premium on, or repay, repurchase or redeem, any debt securities of the Company (including Securities other than the Securities of such series) that ranks pari passu in all respects with, or
junior in interest to the Securities of such series, or 
  
 (3)
make payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities of such series. 
  
 Provided, however, that the foregoing Clauses (1) – (3) do not proscribe:
(i) making dividends or distributions in the Company’s capital stock (whether common or preferred), (ii) any dividends declared in connection with implementing a stockholders’ rights plan, or the issuance of stock under any such plan in
the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) making payments under the BFC Capital Guarantee related to the Preferred Securities issued by the Capital Trust holding Securities of such series, (iv) purchasing
Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers, employees or consultants) or (iv) redeeming, repurchasing or acquiring less than all of the Securities of such
series or any of the Preferred Securities 
  
 During Extension
Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law). 
  
 At the expiration of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest
Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Trustee, the Property
Trustee and the Administrative Trustees of the Capital Trust holding Securities of such series, notice of its election of any Extension Period (or an extension thereof) at least one Business Day prior to the earliest of (i) the next succeeding date
that Distributions on the Preferred Securities of such Capital Trust would be payable but for the election to begin or extend such Extension Period, (ii) the date the Administrative Trustees are required to give notice to the New York Stock
Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date, or (iii) the date such
Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company’s election to begin a new Extension Period to the holders of the Securities of such
series. There is no limitation on the number of times that the Company may elect to begin an Extension Period. 
  

 24 








 Section 3.12. Right of Set-Off. 
  
 With respect to the Securities of a series issued to a Capital Trust,
notwithstanding anything to the contrary in the Indenture, the Company shall have the right to set-off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or under Section 5.8 of the Indenture. 
  
 Section 3.13. Agreed Tax Treatment. 
  
 Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and
any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes, each of the aforementioned parties shall treat such Security as indebtedness. 
  
 Section 3.14. Shortening of Stated Maturity. 
  
 If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, the Company shall have the right to shorten the Stated Maturity of the principal of the Securities of such series at any time to any date not earlier than the first date on which the Company has the right to
redeem the Securities of such series. In the event that the Company elects to shorten the Stated Maturity of the Securities, it shall give notice to the Indenture Trustee, and the Indenture Trustee shall give notice of such shortening to the holders
of the Securities no less than 60 days prior to the effectiveness thereof. 
  
 Section 3.15. CUSIP Numbers. 
  
 The Company may use “CUSIP” numbers (if such are then in general use) in the issuance of the Securities, in which case the Trustee shall also use “CUSIP” numbers in notices of redemption as a convenience to Holders.
However, any such notice shall state that no representation is made as to the correctness of such “CUSIP” 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 shall inform the Trustee of any change in the “CUSIP” numbers. 
  
 Section 3.16. Discount Securities. 
  
 If any of the Securities is a Discount Security, the Company shall file with the Trustee promptly at the end of each
calendar year (i) written notice specifying the amount of original issue discount (including daily rate and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 
  
 ARTICLE IV 
  
 SATISFACTION AND DISCHARGE 
  
 Section 4.1. Satisfaction and Discharge of Indenture. 
  
 (a) Except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided, this Indenture shall be discharged
upon satisfaction of the following conditions: 
  
 (1) all
Securities theretofore authenticated and issued (other than Securities that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and Securities for which payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided by Section 10.3) either: 
  
 (i) have been delivered to the Trustee for cancellation, or 
  
 (ii) (A) have become due and payable, or will become due and payable at their Stated Maturity within one year of the date of deposit, or will 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 (B) the 
  

 25 








 Company has deposited or caused to be deposited with the Trustee, in trust for such purpose, an amount of
funds in the currency or currencies by which the Securities of such series are payable that is sufficient to pay and discharge the entire indebtedness of principal (and premium, if any) and interest (including any Additional Interest) to the date of
such deposit (as to Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, on such Securities not theretofore delivered to the Trustee for cancellation; and 
  
 (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 provided herein relating to the satisfaction and discharge of this Indenture have been complied with. 
  
 (b) When the conditions set out in paragraph (a) of this Section have been
satisfied, the Trustee shall execute, upon Company Request, appropriate instruments prepared at the Company’s expense to acknowledge satisfaction and discharge of this Indenture. 
  
 (c) Notwithstanding satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under
Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to paragraph (a) (ii)(B) of this Section, the obligations of the Trustee under Section 4.2
and the last paragraph of Section 10.3, shall survive. 
  
 Section
4.2. Application of Trust Money. 
  
 Subject
to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by the Trustee, 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 premium, if any) and interest for the payment of which
such money or obligations have been deposited with or received by the Trustee. 
  
 ARTICLE V 
  
 DEFAULT
AND REMEDIES 
  
 Section 5.1. Events of Default.

  
 Wherever used herein with respect to the Securities
of any series, “Event of Default” means the occurrence (for any reason or cause, whether voluntary, involuntary or 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) of any of the following: 
  
 (a) failure to timely and fully pay when due any interest upon any Security of that series, including any Additional Interest in respect thereof, which failure continues for a period of 30 days (subject to the
deferral of any due date in the case of an Extension Period); or 
  
 (b) failure to fully pay the principal of (or premium, if any, on) any Security of that series at its Stated Maturity, upon redemption, by declaration or otherwise; or 
  
 (c) any material non-performance or breach by the Company of any covenant in this Indenture (other than a covenant as to
which such non-performance or breach is specifically addressed elsewhere in this Section 5.1) 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 that series a written notice specifying such default or breach and requiring it to be remedied; or 
  

 26 








 (d) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive days; or 
  
 (e) the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit for creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt, or the taking of corporate action by the Company in furtherance of any such action; or 
  
 (f) any Event of Default provided with respect to Securities of that series.

  
 Section 5.2. Acceleration of Maturity; Rescission and
Annulment. 
  
 (a) If an Event of Default (other than
as specified in Section 5.1(d) or 5.1(e)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of that series to
be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to a Capital Trust, if, upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series fail to declare the principal of all the Securities of that series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the corresponding series of Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified portion
thereof) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Securities shall
remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable as herein provided. 
  
 (b) If an Event of Default specified in Section 5.1(d) or 5.1(e) with respect to Securities of any series at the time Outstanding occurs, the principal
amount of all the Securities of that series (or, if the Securities of that series are Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms of that series) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. 
  
 (c) At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereafter provided in this Article, the Holders of a majority in principal amount of the Outstanding Securities of that series may, by written notice to the Company and the Trustee,
rescind and annul such declaration and its consequences if: 
  
 (1) the Company has paid or deposited with the Trustee an amount sufficient to pay: 
  
 (i) all overdue installments of interest (including any Additional Interest) on all Securities of that series, and 
  

 27 








 (ii) the principal of (and premium, if any, on) any Securities of that series which had become due
otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, and 
  
 (iii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel; and 
  
 (2) all Events of Default with respect to
Securities of that series, other than the nonpayment of the principal of Securities of that series which has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. 
  
 (d) In the case of Securities of a series issued to a Capital Trust, the
holders of a majority in aggregate Liquidation Amount of the related series of Preferred Securities issued by such Capital Trust shall also have the right to rescind and annul such declaration and its consequences by written notice to the Company
and the Trustee subject to the satisfaction of the conditions set forth in Clauses (1) and (2) of paragraph (c) of this Section 5.2. 
  
 (e) No such rescission shall affect any subsequent default or impair any right consequent thereon. 
  
 Section 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee. 
  
 (a) The Company covenants that, upon the
Trustee’s demand by reason of any Event of Default specified in Section 5.2(a) or Section 5.2(b), the Company will pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest (including any Additional Interest); and, in addition thereto, all amounts owing the Trustee under Section 6.7. 
  
 (b) If the Company fails to pay such amounts in full promptly after such
demand, the Trustee may, in its own name and as trustee of an express trust, bring judicial proceedings to collect any such amounts due and unpaid, prosecute such proceeding to judgment or final decree, and enforce same against the Company or any
other obligor upon the 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 the Securities, wherever situated. 
  
 (c) If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may 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, in its discretion, deem most effectual to protect and enforce
any such rights, whether for 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 5.4. Trustee May File Proofs of Claim. 
  
 In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, 
  
 (a) the Trustee (irrespective of whether the principal of the Securities of
any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal (and premium, if any) or interest
(including any Additional Interest)) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
  

 28 








 (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest
(including any Additional Interest) owing and unpaid in respect to the Securities and to file such other papers or documents as may be necessary or advisable and to take any and all actions as are authorized under the Trust Indenture Act in order to
have the claims of the Holders and any predecessor to the Trustee under Section 6.7 allowed in any such judicial proceedings; and 
  
 (ii) 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 in accordance with Section 5.6; and 
  
 (b)
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 for distribution in accordance with Section
5.6, 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 to it and any predecessor Trustee under Section 6.7. 
  
 Nothing herein contained 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 5.5. Trustee May Enforce Claim 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 all the amounts owing the Trustee and any predecessor Trustee under Section 6.7, 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 5.6. Application of Money Collected. 
  
 Any money or property collected or to be applied by the Trustee with respect to a series of Securities pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal (or premium, if any) or interest (including any Additional 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 and any predecessor Trustee under Section 6.7; 

  

	 	SECOND:	Subject to Article XIII, to the payment of the amounts then due and unpaid upon such series of Securities for principal (and premium, if any) and interest (including any Additional
Interest), 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 series of Securities for principal (and premium, if any)
and interest (including any Additional Interest), respectively; and 

  

	 	THIRD:	The balance, if any, to the Person or Persons entitled thereto. 

  

 29 








 Section 5.7. Limitation on Suits. 
  
 No Holder of any Securities 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, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: 
  
 (i) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that series; and 
  
 (ii) 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 in its
own name as Trustee hereunder; and 
  
 (iii) such Holder or
Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request, but: 
  
 (1) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any
such proceeding; and 
  
 (2) 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 itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, 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 such Holders. 
  
 Section 5.8. Unconditional Right of Holders to Receive Principal Premium and Interest; Direct Action by Holders of
Preferred Securities. 
  
 Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and (subject to Section 3.7) interest (including any Additional 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 right shall not be impaired without the
consent of such Holder. In the case of Securities of a series issued to a Capital Trust, if upon the occurrence and during the continuance of an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Securities of this series fails to declare the principal of all the Securities of such series to be immediately due and payable, any holder of the corresponding series of Preferred Securities issued by such Capital Trust, shall have the right, upon
the occurrence and during the continuance of an Event of Default described in Section 5.1(a) or 5.1(b), to institute a suit directly against the Company for enforcement of payment to such holder of principal of (premium, if any) and (subject to
Section 3.7) interest (including any Additional Interest) on the Securities having a principal amount equal to the aggregate Liquidation Amount of such Preferred Securities of the corresponding series held by such holder. 
  
 Section 5.9. Restoration of Rights and Remedies. 
  
 If the Trustee, any Holder or any holder of Preferred Securities, 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, such Holder or such holder of Preferred Securities,
then and in every such case the Company, the Trustee, the Holders and such holder of Preferred Securities shall, subject to any determination in such proceeding, be restored 

  

 30 








 
severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, the Holders and the holders of
Preferred Securities shall continue as though no such proceeding had been instituted. 
  
 Section 5.10. Rights and Remedies Cumulative. 
  
 Except as otherwise provided in the last paragraph of Section 3.6, 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, any Holder of any Security or any holder of any Capital Security to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. 
  
 Every right and remedy given by this Article or by law to the Trustee or to the Holders and the right and remedy given to the holders of Preferred
Securities by Section 5.8 may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Holders or the holders of Preferred Securities, 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: 
  
 (i) direction shall not
be in conflict with any rule of law or with this Indenture; 
  
 (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 
  
 (iii) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers
of the Trustee shall, in good faith, determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability. 
  
 Section 5.13. Waiver of Past Defaults. 
  
 (a) The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series and, in the case of any Securities of a series issued to a Capital Trust, the holders of Preferred Securities issued by such Capital Trust (as set forth in Section 9.2) may waive any past default hereunder and
its consequences with respect to such series except a default: 
  
 (i) in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security of such series, unless such default has been cured and a sum sufficient to pay all matured installments of interest
and principal due otherwise than by such acceleration has been deposited by the Trustee; or 
  
 (ii) 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. 
  

 31 








 (b) Any such waiver shall be deemed to be on behalf of the Holders of all the Securities of such series
or, in the case of a waiver by holders of Preferred Securities issued by such Capital Trust, by all holders of Preferred Securities issued by such Capital Trust. 
  
 (c) Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
  

Section 5.14. Undertaking for Costs. 
  
 All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 16% in principal amount of
the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security on or after the respective
Stated Maturities expressed in such Security. 
  
 Section 5.15.
Waiver of Usury Stay or Extension Laws. 
  
 The
Company covenants (to the full extent 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 
  
 Section 6.1. Certain Duties and Responsibilities. 
  
 (a) Except during the continuance of an Event of Default; 
  
 (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this indenture against the Trustee; and 
  
 (ii) 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; provided, however that in the case of any such certificates or opinions which by any
provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. 
  
 (b) In case an Event of 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.

  

 32 








 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful misconduct except that: 
  
 (i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; 
  
 (ii) Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of Holders pursuant to Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities of such series. 
  
 (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 in the exercise of any of its rights or powers, if there shall be reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 (e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 6.1. 
  
 Section 6.2. Notice of Defaults. 
  
 Within 90 days after actual knowledge by a Responsible Officer of the Trustee of the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Securities Register, notice of such default, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest (including any Additional Interest) on any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of Securities of such series; and provided, further, that, in the
case of any default of the character specified in Section 5.13, no such notice to Holders of Securities of such series shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
  
 Section 6.3. Certain Rights of Trustee. 
  
 Subject to the provisions of Section 6.1: 
  
 (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, Security or other paper or document believed by it to be genuine and to have been signed or presented by the proper patty or parties; 
  
 (b) 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 may be sufficiently evidenced by a Board Resolution; 
  

 33 








 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

  
 (d) the Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
  
 (e) the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders, shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction; 
  
 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, indenture, Security or other paper or document, but the Trustee in its discretion may make such inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; 
  
 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 
  
 (h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
  
 (i) the Trustee shall not deemed to have notice of any 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 a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and the Indenture; 
  
 (j) 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 to each agent, custodian and other Person employed to act hereunder; and

  
 (k) 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. 
  
 Section 6.4. Not Responsible for Recitals or Issuance of Securities. 
  
 The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be
taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof. 
  
 Section 6.5. Other Dealings in Securities. 
  
 The Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Securities Registrar or such other agent. 
  
 Section 6.6. Money
Held in Trust. 
  
 Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 
  
 Section 6.7. Compensation and Reimbursement. 
  
 The Company agrees 
  
 (a) to pay to the Trustee from time to time compensation for all services
rendered by it hereunder in such amounts as the Company and the Trustee shall agree in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

  

 34 








 (b) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence, wilful misconduct or bad faith; and 
  
 (c) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability or expense, including taxes (other than taxes based upon the income of the Trustee) and including the reasonable compensation and the expenses
and disbursements of its agents and counsel, incurred without negligence or bad faith, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses
of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal
of the Trustee. 
  
 To secure the Company’s payment
obligations in this Section 6.7, the Company and the Holders agree that the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee. Such lien shall survive the satisfaction and discharge of this
Indenture. 
  
 When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any successor statute.

  
 Section 6.8. Disqualification; Conflicting Interests.

  
 The Trustee for the Securities of any series issued
hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of said Section 310(b).

  
 Section 6.9. Corporate Trustee Required; Eligibility.

  
 There shall at all times be a Trustee hereunder which
shall be: 
  
 (i) a corporation organized and doing business
under the laws of the United States of America or of any State or Territory or the District of Columbia, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal, State, Territorial or
District of Columbia authority, or 
  
 (ii) a corporation or
other Person organized and doing business under the laws of a foreign government that is permitted to act as Trustee pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers, and
subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, 
  
 in either case having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of
this Section 6.9, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI. Neither the Company nor any Person directly or indirectly controlling, controlled by or under
common control with the Company shall serve as Trustee for the Securities of any series issued hereunder. 
  

 35 








 Section 6.10. Resignation and Removal; Appointment of Successor. 
  
 (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. 
  
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee at the expense of the Company may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the Company. 
  
 If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of a notice of removal, the Trustee being removed may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 (d) If the Trustee shall at any time (i) fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or (ii) cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any such Holder, or (iii) become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation: 
  
 (1) the Company, acting pursuant to the
authority of a Board Resolution, may remove the Trustee with respect to all Securities; or 
  
 (2) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
  
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee with respect to the Securities of that or those series. If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy; a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and supersede the successor Trustee appointed by the Company.
If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security for
at least six months may, subject to Section 5.14, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

  
 (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders
of Securities of such series as their names and addresses appear in the Securities Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

  

 36 








 Section 6.11. Acceptance of Appointment by Successor. 
  
 (a) In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder. 
  
 (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee
of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
  

(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section 6.11, as the case may be. 
  
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under
this Article VI. 
  
 Section 6.12. Merger, Conversion,
Consolidation or Succession to Business. 
  
 Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to alI
or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided
that such corporation shall be otherwise qualified and eligible under this Article VI. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated, and in case any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of
any predecessor Trustee or in the name of such successor Trustee, and in all cases the certificate of authentication shall have the full force which it is provided anywhere in the Securities or in this Indenture that the certificate of the Trustee
shall have. 
  

 37 








 Section 6.13. Preferential Collection of Claims Against Company. 
  
 If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 
  
 Section 6.14. Appointment of Authenticating Agent. 
  
 (a) The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant
to Section 3.5, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.14 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14. 
  
 (b) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding, to all or substantially all of the corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder, provided such corporation
shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
  
 (c) An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The
Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment
in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provision of this Section 6.14.

  
 (d) The Company agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section 6.14. 
  

 38 








 (e) If an appointment with respect to one or more series is made pursuant to this Section 6.14, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 
  
 This is one of the Securities referred to in the within mentioned Indenture. 
  
 Dated: 
  

			
	 The Bank of New York As Trustee

		
	 By:
	 	  


	 	 	As Authenticating Agent
	 By:
	 	  


	 	 	Authorized Signatory


  
 ARTICLE VII

  
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY 
  
 Section 7.1. Company to Furnish Trustee Names
and Addresses of Holders. 
  
 The Company will furnish or cause to be
furnished to the Trustee: 
  
 (a) semi-annually, not more than 15
days after January 15 and July 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of January 1 and July 1 of such year, and 
  
 (b) at such other times as the Trustee may request in writing, within 30 days
after the receipt by the Company of any such request, a list of similar form and content as of 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 Securities Registrar. 
  
 Section 7.2.
Preservation of Information, Communications to Holders. 
  
 (a) 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 7.1 and the names and addresses of
Holders received by the Trustee in its capacity as Securities Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished. 
  
 (b) The rights of 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 in the Trust Indenture Act. 
  
 (c) 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 the disclosure of information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act. 
  

 39 








 Section 7.3. Reports by Trustee. 
  
 (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant thereto. 
  

(b) Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than May 31 in each calendar
year, commencing with the first May 31 after the first issuance of Securities under this Indenture. 
  
 (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 and also with the Commission. The Company will notify the Trustee when any Securities are listed on any stock exchange. 
  
 Section 7.4. Reports by Company. 
  
 The Company shall file with the Trustee and with 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 in the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is required to be filed with the Commission. Notwithstanding that the Company may not be required to remain subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall continue to file with the Commission and provide the Trustee with the annual reports and the information, documents and other reports which are specified in
Sections 13 and 15(d) of the Exchange Act. The Company also shall comply with the other provisions of Trust Indenture Act Section 314(a). 
  
 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 conclusively
rely exclusively on Officers’ Certificates). 
  
 ARTICLE
VIII 
  
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE 
  
 Section 8.1. Company May Consolidate, Etc., Only
on Certain Terms. 
  
 The Company shall not
consolidate with or merge into any other Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: 
  
 (i) in case the Company shall consolidate with or merge into another Person
or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity organized and existing under the laws of the United States of America or any State
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, the due and punctual payment of the principal of (and premium, if any) and
interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; and 
  
 (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be continuing; and 
  
 (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and any 
  

 40 








 such supplemental indenture comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with; and the Trustee, subject to Section 6.1, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

  
 Section 8.2. Successor Corporation Substituted.

  
 Upon any consolidation or merger by the Company with
or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated.

  
 Such successor Person may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of
the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued
at the date of the execution hereof. 
  
 In case of any such
consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate. 
  
 ARTICLE IX 
  
 SUPPLEMENTAL INDENTURES 
  
 Section 9.1. Supplemental Indentures without Consent of Holders. 
  
 Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  
 (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in
the Securities contained; or 
  
 (b) to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or 
  
 (c) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; provided, however, that the form and
terms of Securities of any series may be established by a Board Resolution, as set forth in the Officers’ Certificate delivered to the Trustee pursuant to Section 3.1, without entering into a supplemental indenture for all purposes hereunder;
or 
  
 (d) 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; or 
  

 41 








 (e) to add any additional Events of Default for the benefit of the Holders of all or any series of
Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or 

 
 (f) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such
provision; or 
  
 (g) to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action
pursuant to this paragraph (g) shall not adversely affect the interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to a Capital Trust and for so long as any of the
corresponding series of Preferred Securities issued by such Capital Trust shall remain outstanding, the holders of such Preferred Securities; or 
  
 (h) 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, pursuant to the requirements of Section 6.11(b); or 
  
 (i) to comply with the requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act. 
  
 Section 9.2. Supplemental Indentures with Consent of Holders. 
  
 (a) 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, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into 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: 
  
 (i) except to the extent permitted by Sections 3.11 or 3.14 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the
deferral of the payment of interest on the Securities of any series or the shortening of the Stated Maturity of the Securities of any series, change the Stated Maturity of the principal of, or any installment of interest (including any Additional
Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or reduce any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the place of payment where, or the coin or currency in which, any Security 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 
  
 (ii) 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 
  

 42 








 (iii) modify any of the provisions of this Section, Section 5.13 or Section 10.5, 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 Security affected thereby; or 
  
 (iv) modify the provisions in Article XIII of this Indenture with respect to the subordination of Outstanding Securities of
any series in a manner adverse to the Holders thereof; 
  
 provided
further, that, in the case of the Securities of a series issued to a Capital Trust, so long as any of the corresponding series of Preferred Securities issued by such Capital Trust remains outstanding, (1) no such amendment shall be made
that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective,
without the prior consent of the holders of at least a majority of the aggregate Liquidation Amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued
and, subject to Section 3.7, unpaid interest (including any Additional Interest) thereon have been paid in full, and (2) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Preferred Securities
provided therein without the prior consent of the holders of each Capital Security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and (subject to Section 3.7) unpaid interest
(including any Additional Interest) thereon have been paid in full. 
  
 (b) A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or Preferred Securities, or
which modifies the rights of the Holders of Securities or holders of Preferred 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 or
holders of Preferred Securities of any other series. 
  
 (c) 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 9.3. Execution of Supplemental Indentures. 
  
 In executing or accepting the additional series of Securities created by any
supplemental indenture permitted by this Article or the modifications thereby of any series of Securities previously created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent have been complied with. 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. 
  
 Section 9.4. Effect of Consents; Effect of Supplemental Indentures. 
  
 (a) Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any
Security. However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective.

  
 (b) Upon the execution of any supplemental indenture under
this Article IX or delivery to the Trustee of the Officers’ Certificate pursuant to Section 3.1 hereof (which Officers’ Certificate shall have the effect of a supplemental indenture for all purposes hereunder), this Indenture shall be
modified in 
  

 43 








 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 9.5. Conformity with Trust Indenture Act. 
  
 Every supplemental indenture executed pursuant to this Article IX: and every Officers’ Certificate delivered to the trustee pursuant to Section 3.1
hereof shall conform to the requirements of the Trust Indenture Act as then in effect. 
  
 Section 9.6. Reference in Securities to Supplemental Indentures. 
  
 Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX or delivery to the Trustee of the
Officers’ Certificate pursuant to Section 3.1 hereof (which Officers’ Certificate shall have the effect of a supplemental indenture for all purposes hereunder) may, and shall if required by the Company, bear a notation in form approved by
the Company as to any matter provided for in such supplemental indenture or such Officers’ Certificate. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Company, to any such
supplemental indenture or such Officers’ Certificate may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 
  
 ARTICLE X 
  
 COVENANTS 
  
 Section 10.1. Payment of Principal, Premium and Interest. 
  
 The Company covenants and agrees for the benefit of each series of Securities that it will duly, fully, and punctually pay
the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of such Securities and this Indenture. 
  
 Section 10.2. Maintenance of Office or Agency. 
  
 (a) The Company will maintain in each Place of Payment for any series of Securities, an office or agency where Securities of that series may be presented
or surrendered for payment and an office or agency where Securities of that series may be surrendered for transfer or exchange and when notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be
served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If
at any time the Company shall fail to maintain such 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 of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 
  
 (b) The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or
all of 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 will give prompt written notice to the Trustee of any such designation and any change in the location of any such office or agency. 
  

 44 








 Section 10.3. Money for Security Payments to be Held in Trust. 
  
 (a) If 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 (and premium, if any) or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest 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 failure so to act. 

 
 (b) Whenever the Company shall have one or more Paying Agents, it will,
prior to 10:00 a.m. New York time on each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal and premium (if any) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. 
  
 (c) The Company will cause each Paying Agent 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 10.3, that such Paying Agent will: 
  
 (i) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
  
 (ii) give the Trustee notice of any default by the Company (or any otter obligor upon the Securities) in the making of any payment of principal (and
premium, if any) or interest: 
  
 (iii) at any time during the
continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and 
  
 (iv) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. 
  
 (d) The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

  
 (e) Any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall
(unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of
applicable escheat or abandoned or unclaimed property law) 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 the State of New York, 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. 
  

 45 








 Section 10.4. Statement as to Compliance. 
  
 The Company shall deliver to the Trustee, within 120 days after the end of
each calendar year of the Company ending after the date hereof, an Officers’ Certificate covering the preceding calendar year, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance,
observance or fulfillment of or compliance with any of the terms, provisions, covenants and conditions of this Indenture, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have
knowledge. For the purpose of this Section 10.4, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. 
  
 Section 10.5. Waiver of Certain Covenants. 
  
 The Company may omit in any particular instance to comply with any covenant
or condition provided pursuant to Sections 3.1, 9.1(c), or 9.1(d) with respect to the Securities of any series, if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of
such series have, by Act of such Holders, either waived such compliance in such instance or generally waived compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company in respect of any such covenant or condition shall remain in full force and effect. 
  
 Section 10.6. Additional Sums. 
  
 In the case of the Securities of a series issued to a Capital Trust, so long as no Event of Default has occurred and is
continuing and except as otherwise specified as contemplated by Section 2.1 or Section 3.1, in the event that (i) such Capital Trust is the Holder of all of the Outstanding Securities of such series, (ii) a Tax Event in respect of such Capital Trust
shall have occurred and be continuing and (iii) the Company shall not have (A) redeemed the Securities of such series pursuant to Section 11.7 or (B) terminated such Capital Trust pursuant to Section 9.2(b) of the related Trust Agreement, the
Company shall pay to such Capital Trust (and its permitted successors or assigns under the related Trust Agreement) for so long as such Capital Trust (or its permitted successor or assignee) is the registered holder of any Securities of such series,
such additional amounts as may be necessary in order that the amount of Distributions (including any Additional Amounts (as defined in such Trust Agreement)) then due and payable by such Capital Trust on the related Preferred Securities and Common
Securities that at any time remain outstanding in accordance with the terms thereof shall not be reduced as a result of any Additional Taxes (the “Additional Sums”). Whenever in this Indenture or the Securities there is a
reference in any context to the payment of principal of or interest on the Securities, such mention shall be deemed to include mention of the payments of the Additional Sums provided for in this paragraph to the extent that, in such context,
Additional Sums are, were or would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Sums (if applicable) in any provisions hereof shall not be construed as excluding
Additional Sums in those provisions hereof where such express mention is not made; provided, however, that the deferral of the payment of interest pursuant to Section 3.11 or the Securities shall not defer the payment of any
Additional Sums that may be due and payable. 
  
 Section 10.7.
Additional Covenants. 
  
 (a) The Company
covenants and agrees with each Holder of Securities of any series that, if and so long as any of the following conditions shall exist: 
  
 (i) there shall have occurred an Event of Default with respect to the Securities of such series, 
  

 46 








 (ii) if the Securities of such series are held by a Capital Trust, the Company shall be in default with
respect to its payment of any obligations under the Capital Guarantee relating to the Preferred Securities issued by such Capital Trust, or 
  
 (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein
and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, 
  
 then the Company shall not, nor shall it permit any Subsidiary of the Company to, do any of the following things: 
  
 (1) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company’s capital stock (whether common or preferred), 
  
 (2) pay any principal of or interest or premium on, or repay, repurchase or redeem, any debt securities of the Company (including Securities other than
the Securities of such series) that ranks pari passu in all respects with, or junior in interest to the Securities of such series, or 
  
 (3) make payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari
passu with or junior in interest to the Securities of such series. 
  
 Provided, however, that the foregoing Clauses (1) – (3) do not proscribe: (i) making dividends or distributions in the Company’s capital stock (whether common or preferred), (ii) any dividends declared in connection
with implementing a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) making payments under the Capital Guarantee related to the
Preferred Securities issued by the Capital Trust holding Securities of such series, (iv) purchasing Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers, employees
or consultants) or (iv) redeeming, repurchasing or acquiring less than all of the Securities of such series or any of the Preferred Securities 
  
 (b) The Company also covenants with each Holder of Securities of a series issued to a Capital Trust, that the Company (i) shall maintain, directly or
indirectly, 100% ownership of the Common Securities of such Capital Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company’s ownership of such Common Securities, (ii)
shall not voluntarily terminate, wind-up or liquidate such Capital Trust, except upon prior approval of the federal regulators of the Company, if then so required under applicable guidelines or policies of such regulators, and in connection with (1)
a distribution of the Securities of such series to the holders of Trust Securities in liquidation of such Capital Trust or (2) certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) shall use its
reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Capital Trust to remain classified as a grantor trust and not an association taxable as a corporation for United States federal income tax purposes.

  
 ARTICLE XI 
  
 REDEMPTION OF SECURITIES 
  
 Section 11.1. Applicability of This Article. 
  
 Redemption of Securities of any series (whether by operation of a sinking
fund or otherwise) as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with such form of Security and this Article; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the provision of such form of Security shall govern. Except as otherwise set forth in the form of Security for such series, each Security of such series shall be subject to partial
redemption only in the amount of $25 or, in the case of the Securities of a series issued to a Capital Trust, $25, or integral multiples of $25 in excess thereof. 
  

 47 








 Section 11.2. Election to Redeem; Notice to Trustee. 
  
 The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of the Company the Company shall, not less than 50 nor more than 60 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such date and of the principal amount of Securities of that series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities, the
Company shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing compliance with such restriction. 
  
 Section 11.3. Selection of Securities to be Redeemed. 
  
 If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a
specified tenor are to be redeemed or unless such redemption affects only a single Security), 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 a portion of the principal amount of any Security of such
series, provided that the portion of the principal amount of any Security not redeemed shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the
Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), 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. 
  
 The Trustee shall promptly notify the Company in writing of the Securities selected for partial redemption and 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 Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for
redemption. 
  
 Section 11.4. Notice of Redemption.

  
 Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not later than the 30th day, and not earlier than the 60th day, prior to the Redemption Date, to each Holder of Securities to be redeemed, at the address of such Holder as it appears in
the Securities Register. With respect to Securities of each series to be redeemed, each notice of redemption shall include the CUSIP number and shall state: 
  
 (a) Redemption Date; 
  
 (b) the Redemption Price; 
  
 (c) less than all Outstanding Securities of such particular series and having the same terms are to be redeemed, the identification (and, in the case of
partial redemption, the respective principal amounts) of the particular Securities to be redeemed; 
  
 (d) that on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion thereof, and that interest thereon,
if any, shall cease to accrue on and after said date; 
  

 48 








 (e) the place(s) where such Securities are to be surrendered for payment of the Redemption Price; and

  
 (f) that the redemption is for a sinking fund, if such is the
case. 
  
 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 not be irrevocable. The notice if mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security. 
  
 Section 11.5. Deposit of Redemption Price. 
  
 Prior to 10:00 a.m. New York time on the Redemption Date specified in the notice of redemption given as provided in Section 11.4, the Company will deposit with the Trustee or with one or more Paying Agents (or if the
Company is acting as its own Paying Agent, the Company will segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and any accrued interest (including Additional Interest) on, all the
Securities which are to be redeemed on that date. 
  
 Section 11.6.
Payment of Securities Called for Redemption. 
  
 If any notice of redemption has been given as provided in Section 11.4, the Securities or portion of Securities with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in
such notice at the applicable Redemption Price. On presentation and surrender of such Securities at a Place of Payment in said notice specified, the said securities or the specified portions thereof shall be paid and redeemed by the Company at the
applicable Redemption Price, together with accrued interest (including any Additional Interest) to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will 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 3.7. 
  
 Upon presentation of any
Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate
principal amount equal to the portion of the Security not redeemed so presented and having the same Original Issue Date, Stated Maturity and terms. If a Global Security is so surrendered, such new Security will also be a new Global Security.

  
 If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal of and premium, if any, on such Security shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
  
 Section 11.7. Right of Redemption of Securities Initially Issued to a Capital
Trust. 
  
 In the case of the Securities of a series
initially issued to a Capital Trust, except as otherwise specified as contemplated by Section 3.1, the Company, at its option, may redeem such Securities (i) on or after the date five years after the Original Issue Date of such Securities, in whole
at any time or in part from time to time, or (ii) upon the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, at any time within 90 days following the occurrence of such Tax Event, Investment
Company Event or Capital Treatment Event in respect of such Capital Trust, in whole (but not in part), in each case at a Redemption Price equal to 100% of the principal amount thereof. 
  

 49 








 ARTICLE XII 
  
 SINKING FUNDS 
  
 Section 12.1. Applicability of Article. 
  
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities. 
  
 The minimum
amount of any sinking fund payment provided for by the terms of any Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any sinking fund payment in excess of such minimum amount which is permitted to
be made by the terms of such Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of such Securities. 
  
 Section 12.2. Satisfaction of Sinking Fund Payments with Securities. 
  
 In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option, at any time no more than 16 months and no less than 30 days prior to the date on which such sinking fund payment is due, deliver to the Trustee Securities of such series
(together with the unmatured coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired by the Company, except Securities of such series that have been redeemed through the application of mandatory or optional sinking fund
payments pursuant to the terms of the Securities of such series, accompanied by a Company Order instructing the Trustee to credit such obligations and stating that the Securities of such series were originally issued by the Company by way of bona
fide sale or other negotiation for value; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at
the redemption price for such Securities, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
  
 Section 12.3. Redemption of Securities for Sinking Fund.

  
 (a) 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 such Securities pursuant to the terms of such Securities, the portion
thereof, if any, which is to be satisfied by payment of cash in the currency in which the Securities of such series are payable (except as provided pursuant to Section 3.1) and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Such Officers’ Certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment
or payments therein referred to, if any, on or before the succeeding sinking fund payment date. In the case of the failure of the Company to deliver such Officers’ Certificate (or, as required by this Indenture, the Securities and coupons, if
any, specified in such Officers’ Certificate), the sinking fund payment due on the succeeding sinking fund payment date for such series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of the Securities of
such series subject to a mandatory sinking fund payment without the right to deliver or credit securities as provided in Section 12.2 and without the right to make the optional sinking fund payment with respect to such series at such time.

  
 (b) Any sinking fund payment or payments (mandatory or
optional) made in cash plus any unused balance of any preceding sinking fund payments made with respect to the Securities of any particular series shall be applied by the Trustee (or by the Company if the Company is acting as its own 
  

 50 








 Paying Agent) on the sinking fund payment date on which such payment is made (or, if such payment is made before a
sinking fund payment date, on the sinking fund payment date immediately following the date of such payment) to the redemption of Securities of such series at the Redemption Price specified in such Securities with respect to the sinking fund. Any
sinking fund moneys not so applied or allocated by the Trustee (or, if the Company is acting as its own Paying, Agent, segregated and held in trust by the Company as provided in Section 10.3) for such series and together with such payment (or such
amount so segregated) shall be applied in accordance with the provisions of this Section 12.3. Any and all sinking fund moneys with respect to the Securities of any particular series held by the Trustee (or if the Company is acting as its own Paying
Agent, segregated and held in trust as provided in Section 10.3) on the last sinking fund payment date with respect to Securities of such series and not held for the payment or redemption of particular Securities of such series shall be applied by
the Trustee (or by the Company if the Company is acting as its own Paying Agent), together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Securities of such series
at Maturity. The Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 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 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 11.6. Prior to 10:00 a.m. New York time on each sinking fund payment date,
the Company shall pay to the Trustee (or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as provided in Section 10.3) in cash a sum in the currency in which Securities of such series are “
payable (except as provided pursuant to Section 3.1) equal to the principal and anyinterest accrued to the Redemption Date for Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 12.3. 

 
 (c) Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund for such series during the continuance of a default in payment of interest, if any, on any Securities of such series or of
any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to the Securities of such series, except that if the notice of redemption shall have been provided in accordance with the provisions
hereof, the Trustee (or the Company, if the Company is then acting as its own Paying Agent) shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee (or segregated by the Company) for that purpose in
accordance with the terms of this Article XII. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during
the continuance of such default or Event of Default, be held as security for the payment of the Securities and coupons, if any, of such series; provided, however, that in case such default or Event of Default shall have been cured or waived herein,
such moneys shall thereafter be applied on the next sinking fund payment date for the Securities of such series on which such moneys may be applied pursuant to the provisions of this Section 12.3. 
  
 ARTICLE XIII 
  
 SUBORDINATION OF SECURITIES 
  
 Section 13.1. Securities Subordinate to Senior Debt. 

 
 The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article XIII, the payment of the principal of (and premium, if any) and interest (including any Additional 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 amounts then due and payable in respect of all Senior Debt. 
  

 51 








 Section 13.2. Payment Over of Proceeds Upon Dissolution, Etc. 
  
 (a) In the event of any liquidation, dissolution, winding up, receivership,
insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, marshaling of assets, or other similar proceedings relative to the Company (each such event, if any, herein sometimes referred to
as a “Proceeding”), or upon any payment by the Company, or any distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any given Proceeding, then the holders
of Senior Debt shall be entitled to receive payment in full in cash of Allocable Amounts of such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by
reason of the payment of any other Debt of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of
(or premium, if any) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt 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, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the
Securities in any such Proceeding. 
  
 (b) In the event that,
notwithstanding the foregoing provisions of this Section 13.2, 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,
including any Junior Subordinated Payment, before all Allocable Amounts of all Senior Debt are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, then and
in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for
application to the payment of all Allocable Amounts of all Senior Debt remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the
holders of Senior Debt. 
  
 (c) For purposes of this Article XIII
only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to at least the same extent as the Securities are so subordinated as provided in
this Article XIII; provided that (1) the Senior Debt is assumed by the new corporation, if any, resulting from any reorganization or readjustment and (2) the rights of the holders of Senior Debt are not, without the consent of
such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of
all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section 13.2 if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or lease comply with the
conditions set forth in Article VIII. 
  
 Section 13.3. Prior
Payment to Senior Debt Upon Acceleration of Securities. 
  
 (a) In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to
receive payment in full of all Allocable Amounts due on or in respect of such Senior Debt (including any amounts due upon acceleration), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to
the holders of Senior Debt, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) 
  

 52 








 by the Company on account of the principal of (or premium, if any) or interest (including any Additional Interest) on the
Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary; provided however, that nothing in this Section 13.3 shall prevent the satisfaction of any sinking fund payment
in accordance with this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the
Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. 
  
 (b) 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 13.3, then and in such event such payment shall be paid over and delivered forthwith to the Company. 
  
 (c) The provisions of this Section 13.3 shall not apply to any payment with respect to which Section 13.2 would be applicable. 
  
 Section 13.4. No Payment When Senior Debt in Default. 

 
 (a) In the event and during the continuation of any default (beyond any
applicable grace periods specified in the instrument evidencing such Senior Debt) in the payment of principal of, (or premium, if any) or interest on any Senior Debt, or (b) in the event that any event of default with respect to any Senior Debt
shall have occurred and be continuing that permits the holders of such Senior Debt to cause such Senior Debt to be declared or become due and payable prior to the date on which it would otherwise have become due and payable and the Trustee receives
a notice of the default from a Representative or holder of Senior Debt or the Company, in the case of (a) and (b), 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, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any)
or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary, in each case unless and until all Allocable Amounts of such Senior Debt are
paid in full; provided, however, that nothing in this Section 13.4 shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities
of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in
payment or event of default. 
  
 (b) 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 13.4, then and in such event such payment shall be paid over and delivered
forthwith to the Company. 
  
 (c) The provisions of this Section
13.4 shall not apply to any payment with respect to which Section 13.2 would be applicable. 
  
 Section 13.5. Payment Permitted If No Default. 
  
 Nothing contained in this Article XIII or elsewhere in this Indenture or in any of the Securities shall prevent 
  
 (a) the Company, at any time except during the pendency of any Proceeding
referred to in Section 13.2 or under the conditions described in Sections 13.3 and 13.4, from making payments at any time of principal of (and premium, if any) or interest (including Additional Interest) on the Securities, or 
  

 53 








 (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on
account of the principal of (and premium, if any) or interest (including any Additional Interest) on the Securities or the retention of such payment by the Holders, 
  
 if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions
of this Article XIII. 
  
 Section 13.6. Subrogation to Rights of
Holders of Senior Debt. 
  
 Subject to the payment in
full of all amounts due or to become due on all Senior Debt, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of the Securities shall be subrogated to the
extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article XIII (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to
Senior Debt of the Company to substantially the same extent as the Securities are subordinated to the Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Debt) to the
rights of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt 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 Debt 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 pursuant to the provisions of this Article XIII to the holders of Senior Debt by Holders of the Securities or the Trustee shall, as among the Company, its creditors other than holders of Senior Debt, and the Holders of the Securities, be
deemed to be a payment or distribution by the Company to or on account of the Senior Debt. 
  
 Section 13.7. Provisions Solely to Define Relative Rights. 
  
 The provisions of this Article XIII 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 Debt on the other hand. Nothing contained in this Article XIII or elsewhere in this Indenture or in the Securities is intended to or shall 
  
 (a) impair, as between the Company and the Holders of the Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terns; or

  
 (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than their rights in relation to the holders of Senior Debt; 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 including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article XIII of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder. 
  
 Section
13.8. Trustee to Effectuate Subordination. 
  
 Each Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in this
Article XIII and appoints the Trustee his or her attorney-in-fact for any and all such purposes. 
  

 54 








 Section 13.9. No Waiver of Subordination Provisions. 
  
 (a) No right of any present or future holder of any Senior Debt 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 noncompliance by the
Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof with which any such holder may have or otherwise be charged. 
  
 (b) Without in any way limiting the generality of the immediately preceding paragraph, the holders of Senior Debt may, at
any time and from 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 Debt, 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
Debt, or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner for the collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any other Person. 
  
 Section 13.10. Notice to Trustee. 
  
 (a) The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XIII 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 to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of
Senior Debt or from any trustee, agent or representative therefor, provided, however, that if the Trustee shall not have received the notice provided for in this Section 13.10 at least two Business Days prior to the date upon which by
the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by
it within two Business Days prior to such date. 
  
 (b) Subject to
the provisions of Section 6.1, 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 Debt (or a trustee therefor) to establish that such notice has been given by a
holder of Senior Debt (or a trustee therefor). 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 Debt 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 Debt held by such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such
Person to receive such payment. 
  
 Section 13.11. Reliance on
Judicial Order or Certificate of Liquidating Agent. 
  
 Upon any payment or distribution of assets of the Company referred to in this Article XIII, the Trustee, subject to the provisions of Section 6.1, 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 Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the 
  

 55 








 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 Debt 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 XIII.

  
 Section 13.12. Trustee Not Fiduciary for Holders of Senior
Debt. 
  
 The Trustee, in its capacity as trustee
under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if it shall in good faith 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 Debt shall be entitled by virtue of this Article or otherwise. 
  
 With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically
set forth in this Article and no implied covenants or obligations with respect to holders of Senior Debt shall be read into this Indenture against the Trustee. 
  

Section 13.13. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights. 
  
 The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XIII with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

  
 Section 13.14. 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 XIII 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 XIII in addition to or in place of the Trustee. 
  
 Section 13.15. Certain Conversions or Exchanges Deemed Payment. 
  
 (a) For the purposes of this Article XIII only: (i) the issuance and
delivery of junior securities upon conversion or exchange of Securities shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest (including any Additional Interest) on Securities or
on account of the purchase or other acquisition of Securities, and (ii) the payment, issuance or delivery of cash, property or securities (other than junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment
on account of the principal of such security. 
  
 (b) For the
purposes of this Section 13.15, the term “junior securities” means (i) shares of any stock of any class of the Company and (ii) securities of the Company which are subordinated in right of payment to all Senior Debt 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 XIII. 
  
 * * * * 
  
 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 FOLLOWS] 
  

 56 








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

									
	 	 	 	 	 	 	BANCFIRST CORPORATION
					
	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 THE BANK OF NEW YORK, as Trustee

					
	 	 	 	 	 	 	 By:
	 	  


	 	 	 	 	 Its:
	 	  


					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 

  

 57