Form of Junior Subordinated Indenture



 Exhibit (4)(g) 
  
  
  
 JUNIOR SUBORDINATED INDENTURE 
 Between 
 S&T BANCORP, INC. 
 and 
 [                ] 
 (as Trustee) 
 dated as of 
 [                    ], [        ] 
  
  
  







 Certain Sections of this Junior Subordinated Indenture relating 
 to Sections 310 through 318 of the 
 Trust
Indenture Act of 1939: 
  

					
	 Trust Indenture
Act Section
	  	Junior Subordinated
Indenture Section
	Section 310	    	(a)(1)	  	6.9
		    	(a)(2)	  	6.9
		    	(a)(3)	  	Not Applicable
		    	(a)(4)	  	Not Applicable
		    	(a)(5)	  	6.9
		    	(b)	  	6.8, 6.10
	Section 311	    	(a)	  	6.13
		    	(b)	  	6.13
		    	(b)(2)	  	7.3(a)
	Section 312	    	(a)	  	7.1, 7.2(a)
		    	(b)	  	7.2(b)
		    	(c)	  	7.2(c)
	Section 313	    	(a)	  	7.3(a)
		    	(a)(4)	  	7.3(a)
		    	(b)	  	7.3(b)
		    	(c)	  	7.3(a)
		    	(d)	  	7.3(c)
	Section 314	    	(a)	  	7.4
		    	(b)	  	7.4
		    	(c)(1)	  	1.2
		    	(c)(2)	  	1.2
		    	(c)(3)	  	Not Applicable
		    	(e)	  	1.2
	Section 315	    	(a)	  	6.1(a)
		    	(b)	  	6.2, 7.3
		    	(c)	  	6.1(b)
		    	(d)	  	6.1(c)
		    	(e)	  	5.14
	Section 316	    	(a)	  	5.12
		    	(a)(1)(A)	  	5.12
		    	(a)(1)(B)	  	5.13
		    	(a)(2)	  	Not Applicable
		    	(b)	  	5.8
		    	(c)	  	1.4(f)
	Section 317	    	(a)(1)	  	5.3
		    	(a)(2)	  	5.4
		    	(b)	  	10.3
	Section 318	    	(a)	  	1.7

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








 TABLE OF CONTENTS 
  

									
	 	  	Page
	ARTICLE I.	  	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	
		  	Section 1.1.	  		  	Definitions	  	1
		  	Section 1.2.	  		  	Compliance Certificate and Opinions	  	11
		  	Section 1.3.	  		  	Forms of Documents Delivered to Trustee	  	11
		  	Section 1.4.	  		  	Acts of Holders	  	12
		  	Section 1.5.	  		  	Notices, Etc. to Trustee and Company	  	14
		  	Section 1.6.	  		  	Notice to Holders; Waiver	  	14
		  	Section 1.7.	  		  	Conflict with Trust Indenture Act	  	15
		  	Section 1.8.	  		  	Effect of Headings and Table of Contents	  	15
		  	Section 1.9.	  		  	Successors and Assigns	  	15
		  	Section 1.10.	  		  	Separability Clause	  	15
		  	Section 1.11.	  		  	Benefits of Indenture	  	15
		  	Section 1.12.	  		  	Governing Law	  	16
		  	Section 1.13.	  		  	Non–Business Days	  	16
			
	ARTICLE II.	  	SECURITY FORMS	  	
		  	Section 2.1.	  		  	Generally	  	16
		  	Section 2.2.	  		  	Form of Face of Security	  	17
		  	Section 2.3.	  		  	Form of Reverse of Security	  	21
		  	Section 2.4.	  		  	Additional Provisions Required in Global Security	  	25
		  	Section 2.5.	  		  	Form of Trustee’s Certificate of Authentication	  	25
			
	ARTICLE III.	  	THE SECURITIES	  	
		  	Section 3.1.	  		  	Title and Terms	  	26
		  	Section 3.2.	  		  	Denominations	  	29
		  	Section 3.3.	  		  	Execution, Authentication, Delivery and Dating	  	29
		  	Section 3.4.	  		  	Temporary Securities	  	31
		  	Section 3.5.	  		  	Global Securities	  	31
		  	Section 3.6.	  		  	Registration, Transfer and Exchange Generally; Certain Transfers and Exchanges; Securities Act Legends	  	32
		  	Section 3.7.	  		  	Mutilated, Lost and Stolen Securities	  	35
		  	Section 3.8.	  		  	Payment of Interest and Additional Interest; Interest Rights Preserved	  	36
		  	Section 3.9.	  		  	Persons Deemed Owners	  	37
		  	Section 3.10.	  		  	Cancellation	  	37
		  	Section 3.11.	  		  	Computation of Interest	  	38
		  	Section 3.12.	  		  	Deferrals of Interest Payment Dates	  	38
		  	Section 3.13.	  		  	Right of Set–Off	  	39
		  	Section 3.14.	  		  	Agreed Tax Treatment	  	39
		  	Section 3.15.	  		  	Shortening or Extending of Stated Maturity	  	39
		  	Section 3.16.	  		  	CUSIP Numbers	  	40

  

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	ARTICLE IV.	  	SATISFACTION AND DISCHARGE	  	
		  	Section 4.1.	  		  	Satisfaction and Discharge of Indenture	  	40
		  	Section 4.2.	  		  	Application of Trust Money	  	41
			
	ARTICLE V.	  	REMEDIES	  	
		  	Section 5.1.	  		  	Events of Default	  	41
		  	Section 5.2.	  		  	Acceleration of Maturity; Rescission and Annulment	  	42
		  	Section 5.3.	  		  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	43
		  	Section 5.4.	  		  	Trustee May File Proofs of Claim	  	44
		  	Section 5.5.	  		  	Trustee May Enforce Claim Without Possession of Securities	  	45
		  	Section 5.6.	  		  	Application of Money Collected	  	45
		  	Section 5.7.	  		  	Limitation on Suits	  	46
		  	Section 5.8.	  		  	Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct Action by Holders of Capital Securities	  	46
		  	Section 5.9.	  		  	Restoration of Rights and Remedies	  	47
		  	Section 5.10.	  		  	Rights and Remedies Cumulative	  	47
		  	Section 5.11.	  		  	Delay or Omission Not Waiver	  	47
		  	Section 5.12.	  		  	Control by Holders	  	47
		  	Section 5.13.	  		  	Waiver of Past Defaults	  	48
		  	Section 5.14.	  		  	Undertaking for Costs	  	48
		  	Section 5.15.	  		  	Waiver of Usury, Stay or Extension Laws	  	49
			
	ARTICLE VI.	  	THE TRUSTEE	  	
		  	Section 6.1.	  		  	Certain Duties and Responsibilities	  	49
		  	Section 6.2.	  		  	Notice of Defaults	  	50
		  	Section 6.3.	  		  	Certain Rights of Trustee	  	50
		  	Section 6.4.	  		  	Not Responsible for Recitals or Issuance of Securities	  	51
		  	Section 6.5.	  		  	May Hold Securities	  	51
		  	Section 6.6.	  		  	Money Held in Trust	  	52
		  	Section 6.7.	  		  	Compensation and Reimbursements	  	52
		  	Section 6.8.	  		  	Disqualification; Conflicting Interests	  	53
		  	Section 6.9.	  		  	Corporate Trustee Required; Eligibility	  	53
		  	Section 6.10.	  		  	Resignation and Removal; Appointment of Successor	  	54
		  	Section 6.11.	  		  	Acceptance of Appointment by Successor	  	55
		  	Section 6.12.	  		  	Merger, Conversion, Consolidation or Succession to Business	  	56
		  	Section 6.13.	  		  	Preferential Collection of Claims Against Company	  	56
		  	Section 6.14.	  		  	Appointment of Authenticating Agent	  	56

  

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	ARTICLE VII.	  	HOLDER’S LISTS AND REPORTS BY TRUSTEE, PAYING AGENT AND COMPANY	  	
		  	Section 7.1.	  		  	Company to Furnish Trustee Names and Addresses of Holders	  	58
		  	Section 7.2.	  		  	Preservation of Information, Communications to Holders	  	58
		  	Section 7.3.	  		  	Reports by Trustee and Paying Agent	  	59
		  	Section 7.4.	  		  	Reports by Company	  	59
			
	ARTICLE VIII.	  	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	  	
		  	Section 8.1.	  		  	Company May Consolidate, Etc., Only on Certain Terms	  	59
		  	Section 8.2.	  		  	Successor Company Substituted	  	60
			
	ARTICLE IX.	  	SUPPLEMENTAL INDENTURES	  	
		  	Section 9.1.	  		  	Supplemental Indentures Without Consent of Holders	  	61
		  	Section 9.2.	  		  	Supplemental Indentures With Consent of Holders	  	62
		  	Section 9.3.	  		  	Execution of Supplemental Indentures	  	63
		  	Section 9.4.	  		  	Effect of Supplemental Indentures	  	64
		  	Section 9.5.	  		  	Conformity with Trust Indenture Act	  	64
		  	Section 9.6.	  		  	Reference in Securities to Supplemental Indentures	  	64
			
	ARTICLE X.	  	COVENANTS	  	
		  	Section 10.1.	  		  	Payment of Principal, Premium and Interest	  	64
		  	Section 10.2.	  		  	Maintenance of Office or Agency	  	64
		  	Section 10.3.	  		  	Money for Security Payments to be Held in Trust	  	65
		  	Section 10.4.	  		  	Statement as to Compliance	  	66
		  	Section 10.5.	  		  	Waiver of Certain Covenants	  	67
		  	Section 10.6.	  		  	Additional Sums	  	67
		  	Section 10.7.	  		  	Additional Covenants	  	67
		  	Section 10.8.	  		  	Federal Tax Reports	  	68
			
	ARTICLE XI.	  	REDEMPTION OF SECURITIES	  	
		  	Section 11.1.	  		  	Applicability of This Article	  	69
		  	Section 11.2.	  		  	Election to Redeem; Notice to Trustee	  	69
		  	Section 11.3.	  		  	Selection of Securities to be Redeemed	  	69
		  	Section 11.4.	  		  	Notice of Redemption	  	70
		  	Section 11.5.	  		  	Deposit of Redemption Price	  	71
		  	Section 11.6.	  		  	Payment of Securities Called for Redemption	  	71
		  	Section 11.7.	  		  	Right of Redemption of Securities Initially Issued to an Issuer Trust	  	71
			
	ARTICLE XII.	  	SINKING FUNDS	  	
		  		  		  	Sinking Funds	  	72

  

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	ARTICLE XIII.	  	SUBORDINATION OF SECURITIES	  	
		  	Section 13.1.	  		  	Securities Subordinate to Senior Debt	  	72
		  	Section 13.2.	  		  	No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc.	  	72
		  	Section 13.3	  		  	Payment Permitted If No Default	  	74
		  	Section 13.4.	  		  	Subrogation to Rights of Holders of Senior Debt	  	74
		  	Section 13.5.	  		  	Provisions Solely to Define Relative Rights	  	74
		  	Section 13.6.	  		  	Trustee to Effectuate Subordination	  	75
		  	Section 13.7.	  		  	No Waiver of Subordination Provisions	  	75
		  	Section 13.8.	  		  	Notice to Trustee	  	75
		  	Section 13.9.	  		  	Reliance on Judicial Order or Certificate of Liquidating Agent	  	76
		  	Section 13.10.	  		  	Trustee Not Fiduciary for Holders of Senior Debt	  	76
		  	Section 13.11.	  		  	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	  	77
		  	Section 13.12.	  		  	Article Applicable to Paying Agents	  	77
		  	Section 13.13.	  		  	Certain Conversions or Exchanges Deemed Payment	  	77

  

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 JUNIOR SUBORDINATED INDENTURE 
 THIS JUNIOR SUBORDINATED INDENTURE, dated as of [            ] [
    ], [            ] between S&T BANCORP, INC., a Pennsylvania corporation (the “Company”), having its principal office at 800 Philadelphia Street,
Indiana, Pennsylvania 15701, and [            ], as Trustee, having its principal office at [            ],
[            ], [            ] [            ] (the
“Trustee”). 
 RECITALS OF THE COMPANY 
 WHEREAS, 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 deferrable interest debentures, in series (the
“Securities”) of substantially the tenor hereinafter provided, including Securities issued to evidence loans made to the Company from the proceeds from the issuance from time to time by one or more statutory trusts (each an
“Issuer Trust”) of undivided preferred beneficial interests in the assets of such Issuer Trusts (the “Capital Securities”) and common undivided interests in the assets of such Issuer Trusts (the “Common
Securities” and, collectively with the Capital Securities, the “Trust Securities”), and to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered; and 
 WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 NOW THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders (as such term is defined in Section 1.1 hereof) thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, and intending to be legally bound hereby, as follows: 
 ARTICLE I 
 DEFINITIONS AND OTHER PROVISIONS 
 OF
GENERAL APPLICATION 
 Section 1.1. Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (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) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 







 (c) the words “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”; 
 (d) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles as in effect at the time of computation; 
 (e) whenever the context may
require, any gender shall be deemed to include the other; 
 (f) unless the context otherwise requires, any reference to an
“Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and 
 (g) the words
“hereby”, “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. 
 “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. 
 “Additional Sums” has the meaning specified in Section 10.6. 
 “Additional
Taxes” means any additional taxes, duties and other governmental charges to which an Issuer Trust has become subject from time to time as a result of a Tax Event. 
 “Administrator” means, in respect of any Issuer Trust, each Person appointed in accordance with the related Trust Agreement, solely in
such Person’s capacity as Administrator of such Issuer Trust and not in such Person’s individual capacity, or any successor Administrator 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. 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. 
 “Agent Member” means any member of, or participant in, the Depositary. 
 “Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein,
the rules and procedures of the Depositary for such Global Security, in each case to the extent applicable to such transaction and as in effect from time to time. 
  

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 “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 the board of directors of the Company or the Executive Committee of the board of directors of the Company (or any other committee of the board of directors of the Company performing similar functions) or, for purposes of this Indenture, a
committee designated by the board of directors of the Company (or such committee), comprised of two or more members of the board of directors of the Company or officers of the Company, or both. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or any 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 City of Indiana, Pennsylvania or the City 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 an Issuer Trust, the “Corporate Trust Office” (as defined in the related Trust Agreement) of the Property Trustee or the Delaware Trustee under the related Trust Agreement,
is closed for business. 
 “Capital Securities” has the meaning specified in the first recital of this Indenture.

 “Capital Treatment Event” means, in respect of any Issuer Trust, the reasonable determination by the Company that, as a
result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws (or any rules or 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 pronouncement, action or decision is announced on or after the date of the
issuance of the Capital Securities of such Issuer Trust, there is more than an insubstantial risk that the Company will not be entitled to treat an amount equal to the Liquidation Amount (as such term is defined in the related Trust Agreement) of
such Capital Securities as “Tier 1 Capital” (or the then equivalent thereof), for purposes of the risk-based capital adequacy guidelines of the Board of Governors of the Federal Reserve System or the [Pennsylvania Department of Banking],
as then in effect and applicable to the Company. 
 “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. 
  

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 “Common Securities” has the meaning specified in the first recital of this Indenture.

 “Common Stock” means the common stock, $2.50 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 entity
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor entity. 
 “Company Request” and “Company Order” mean, respectively, the written request or order signed in the name of the Company by its Chairman of the Board of Directors, any Vice Chairman
of the Board of Directors, its President or a Senior Vice President or Vice President, and by its Chief Financial Officer, its Treasurer or an Assistant Treasurer, its Secretary or an Assistant Secretary, 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 shall initially be _________. 
 “Creditor” has the meaning specified in Section 6.7. 

“Defaulted Interest” has the meaning specified in Section 3.8. 
 “Delaware Trustee” means, with respect to any Issuer Trust, the Person identified as the “Delaware Trustee” in the related
Trust Agreement, solely in its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware trustee appointed as therein
provided. 
 “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). 
 “Discount Security” means any security that 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. 
 “Dollar” or “$” 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. 
 The term “entity” includes a bank, corporation, association, company, limited liability company, joint–stock company, statutory trust or business trust. 
  

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 “Event of Default,” has the meaning specified in Article V, unless otherwise
specified in the supplemental indenture creating a series of Securities. 
 “Exchange Act” means the Securities Exchange Act
of 1934 and any successor statute thereto, in each case as amended from time to time. 
 “Expiration Date” has the
meaning specified in Section 1.4. 
 “Extension Period” has the meaning specified in Section 3.12. 
 “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” means, with respect to any Issuer Trust, the Guarantee Agreement, executed by the Company for the benefit of the Holders of the Capital Securities issued by such Issuer Trust as modified, amended or supplemented
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 supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of each particular series of Securities established as contemplated by Section 3.1. 
 “Institutional Accredited Investor” means an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3)
or (7) of Regulation D under the Securities Act. 
 “Interest Payment Date” means, as to each series of
Securities, the Stated Maturity of an installment of interest on such Securities. 
 “Investment Company Act” means the
Investment Company Act of 1940 and any successor statute thereto, in each case as amended from time to time. 
 “Investment
Company Event” means the receipt by an Issuer Trust of an Opinion of Counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or a written change (including any announced
prospective 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 Issuer Trust is or will be considered an
“investment company” that is required to be registered under the Investment Company Act, as amended which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the issuance of
the Capital Securities of such Issuer Trust. 
 “Issuer Trust” has the meaning specified in the first recital of this
Indenture. 
  

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 “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). 
 “Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman of the Board, Chief Executive
Officer, President or a Vice President, and by the Chief Financial Officer, Treasurer or Secretary of such Person, and delivered to the Trustee. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant
provided for in this Indenture shall include: 
 (a) a statement by each officer signing the Officers’ Certificate that such officer has
read the covenant or condition and the definitions relating thereto; 
 (b) a brief statement of the nature and scope of the examination or
investigation undertaken by such officer in rendering the Officers’ Certificate; 
 (c) a statement that such officer has made such
examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to whether, in the opinion of such officer, such condition or covenant has been complied with; 
 provided, however, that the Officers’ Certificate delivered pursuant to the provisions of Section 10.4 hereof shall comply with the provisions of
Section 314 of the Trust Indenture Act. 
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel
for or an employee of the Company or any Affiliate of the Company. 
 “Original Issue Date” means the date of issuance
specified as such in each Security. 
 “Outstanding” means, when used 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 money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; and 
 (c) Securities in substitution
for or in lieu of other Securities which have been authenticated and delivered or that 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; 
  

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 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 any Affiliate of the Company or such other obligor (other than, for
the avoidance of doubt, the Issuer Trust to which Securities of the applicable series were initially issued) 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 that the Trustee knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such 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 (other than, for the avoidance of doubt, such Issuer Trust). 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 (other than, for the avoidance of doubt, the Issuer Trust), 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. 
 [if applicable, insert - “Outstanding Capital Securities” means [description of outstanding trust
Capital Securities or other applicable securities].] 
 “Paying Agent” means the Trustee or any Person authorized by the
Company to pay the principal of (or premium, if any) or interest on, or other amounts in respect of any Securities on behalf of the Company. 
 “Person” means any individual, partnership, trust, unincorporated organization or entity (as defined herein) 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 Section 3.1. 
 “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. For the purposes of this definition, any security authenticated and delivered under Section 3.7 in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
  

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 “Principal Subsidiary Bank” means each of (a) S&T Bank, (b) any other
banking subsidiary of the Company the consolidated assets of which constitute 50% or more of the consolidated assets of the Company and its consolidated subsidiaries, (c) any other banking subsidiary designated as a Principal Subsidiary Bank
pursuant to a Board Resolution and set forth in an Officers’ Certificate delivered to the Trustee, and (d) any subsidiary of the Company that owns, directly or indirectly, any voting securities, or options, warrants or rights to subscribe
for or purchase voting securities, of any Principal Subsidiary Bank under clause (a), (b) or (c), and in the case of clause (a), (b), (c) or (d) their respective successors (whether by consolidation, merger, conversion, transfer of
substantially all their assets and business or otherwise) so long as any such successor is a banking subsidiary (in the case of clause (a), (b) or (c)) or a subsidiary (in the case of clause (d)) of the Company. 
 “Proceeding” has the meaning specified in Section 13.2. 
 “Property Trustee” means, with respect to any Issuer Trust, the Person identified as the “Property Trustee” in the related
Trust Agreement, solely in its capacity as Property Trustee of such Issuer 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 or the terms of such Security. 
 “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, unless otherwise provided pursuant to Section 3.1 with respect to Securities of such series, the close of business on the
first day of the month next preceding such Interest Payment Date (whether or not a Business Day). 
 “Responsible Officer”,
when used with respect to the Property Trustee means any officer assigned to the Corporate Trust Office, including any managing director, principal, vice president, assistant vice president, assistant treasurer, assistant secretary or any other
officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers, and having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. 
 “Restricted Security” means each Security required pursuant to Section 3.6(c) to bear a Restricted Securities Legend. 
 “Restricted Securities Certificate” means a certificate substantially in the form set forth in Annex A. 
 “Restricted Securities Legend” means a legend substantially in the form of the legend required in the form of Security set forth in Section 2.2 to be placed upon a Restricted Security.

  

 8 








 “Rights Plan” means any plan of the Company providing for the issuance by the Company to
all holders of its Common Stock, $2.50 par value per share, of rights entitling the holders thereof to subscribe for or purchase shares of any class or series of capital stock of the Company which rights (a) are deemed to be transferred with
such shares of such Common Stock, (b) are not exercisable, and (c) are also issued in respect of future issuances of such Common Stock, in each case until the occurrence of a specified event or events. 
 “Securities” or “Security” means any debt securities or debt security, as the case may be, authenticated and delivered
under this Indenture. 
 “Securities Act” means the Securities Act of 1933 and any successor statute thereto, in each
case as amended from time to time. 
 “Securities Register” and “Securities Registrar” have the respective
meanings specified in Section 3.6. 
 “Senior Debt” means, whether recourse is to all or a portion of assets of the
Company and whether or not contingent, (a) every obligation of the Company for money borrowed; (b) every obligation of the Company 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 the Company with respect to letters of credit, bankers’ acceptances or similar facilities issued for account of the Company;
(d) every obligation of the Company 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 the Company; (f) every obligation of the Company for claims (as defined in Section 101(4) of the United States Bankruptcy Code of 1978, as amended) in respect of derivative products such as interest and foreign exchange rate
contracts, commodity contracts 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, the
Company has guaranteed or is responsible or liable, directly or indirectly, as obligor or otherwise. Senior debt shall not include (a) any obligations which, by their terms, are expressly stated to rank on parity in right of payment with, or to
not be superior in right of payment to, the junior subordinated debentures, (b) any senior debt of the Company which when incurred and without respect to any election under Section 1111(b) of the United States Bankruptcy Code of 1978, as
amended, was without recourse to the Company, (c) any senior debt of the Company to any of the Company’s subsidiaries, (d) senior debt to any executive officer or director of the Company, or (e) any debt in respect of debt
securities issued to any trust, or a trustee of such trust, partnership or other entity affiliated with the Company that is a financing entity of the Company in connection with the issuance of such financing entity of securities that are similar to
the Capital Securities. 
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 3.8. 
 “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 fixed date on which the principal of such Security or such installment of principal or interest is due and payable, as such date may, in the case of
such principal, be shortened or extended as provided pursuant to the terms of such Security and this Indenture. 
  

 9 








 “Subsidiary” means an entity more than 50% of the outstanding voting stock of which 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 that 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. 
 “Successor Security” of any particular Security means every Security issued after, and 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 3.7 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

“Tax Event” means the receipt by an Issuer Trust of an Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of issuance of the Capital
Securities of such Issuer Trust, there is more than an insubstantial risk that (a) the Issuer Trust is, or will be within 90 days of the delivery 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 issued by the Company to such Issuer Trust, (b) interest payable by the Company on such corresponding series of Securities is not, or within 90 days of the delivery 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 Issuer Trust is, or will be within 90 days of the delivery of such Opinion of Counsel, subject to more than
a de minimis amount of other taxes, duties or other governmental charges. 
 “Trust Agreement” means, with respect to
any Issuer Trust, the trust agreement or other governing instrument of such Issuer Trust, as amended, modified or supplemented from time to time, among the trustees of such Issuer Trust named therein, the Company, as depositor, and the holders from
time to time of undivided beneficial ownership interests in the assets of such Issuer Trust. 
 “Trustee” means the Person
named as the “Trustee” in the first paragraph of this Indenture, solely in its capacity as such and not in its individual capacity, 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. 
  

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 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, or any successor statute, in each case as amended from time to time, 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 constitutes 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. 
 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 by each individual signing such certificate or opinion that such individual
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 of such individual contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her 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 such individual, such condition or covenant has been complied with.

 Section 1.3. Forms of Documents Delivered to Trustee. 
 (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only 

  

 11 








 
one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several documents. 
 (b) Any certificate or opinion of an officer of
the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to matters upon which his or her 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. 
 (c) Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements, opinions, or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 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 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 the execution by any Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by 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 or her the execution
thereof. Where such execution is by a Person acting in other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her 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
provided 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. 
  

 12 








 (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 shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next succeeding 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, however 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 cancelled 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 (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any 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, however 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 cancelled 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 

  

 13 








 
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 that sets such record date 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 that 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. 
 (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 or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: 
 (a) the Trustee by any Holder, any holder of Capital 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 
 (b) the Company by the Trustee, any Holder or any holder of
Capital 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. If, by reason of the suspension of or irregularities in regular mail services or for any other reason, it shall be impossible or impracticable to
mail notice of any event to Holders when said notice is required to be given pursuant to any provision 

  

 14 








 
of this Indenture or of the relevant Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 Section 1.7. Conflict with Trust Indenture Act. 
 If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required thereunder to be a part of and govern this Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
 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. 
 Section 1.10. Separability Clause. 
 If 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 Capital Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture. 
  

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 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. 
 Section 1.13. Non–Business Days. 
 If any Interest Payment Date, Redemption Date or Stated Maturity of any Security
shall not be a Business Day, then (notwithstanding any other provision of this Indenture or the Securities) payment of interest or principal (and premium, if any) or other amounts in respect of such Security need not be made on such date, but may be
made on the next succeeding Business Day (and no interest shall accrue in respect of the amounts whose payment is so delayed for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, until such
next succeeding Business Day) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (in each case with the same force and effect as if made on the Interest
Payment Date or Redemption Date or at the Stated Maturity). 
 ARTICLE II 
 SECURITY FORMS 
 Section 2.1. Generally. 
 (a) The Securities of each series and the Trustee’s certificate of authentication 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. 
 (b) 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. 
  


 16 








 (c) Securities distributed to holders of Global Capital Securities (as defined in the applicable Trust
Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such
Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital
Securities other than Global Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book–entry trading in beneficial interests in such Securities.

 Section 2.2. Form of Face of Security. 
 S&T BANCORP, INC. 
 Junior Subordinated Deferrable Interest Debentures due
[            ] [ ], [            ] 
 [If the Security is a Restricted Security, insert – THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, (I) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE
PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (B) BY AN INITIAL
INVESTOR THAT IS A QUALIFIED INSTITUTIONAL BUYER OR BY ANY SUBSEQUENT INVESTOR, AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. SECURITIES OWNED BY AN
INITIAL INVESTOR THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN GLOBAL FORM AND MAY NOT BE TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS, AS PROVIDED IN THE INDENTURE REFERRED TO BELOW.
NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THE SECURITIES.] 
  

					
	No.	  	$[            ]	  	

  

 17 








 S&T Bancorp, Inc., a Pennsylvania corporation (hereinafter called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to S&T Capital Trust [I] [II] [III], or registered assigns, the principal sum of
[            ] Dollars on [            ] [     ],
[            ], [if the Security is a Global Security, then if applicable, insert – or such other principal amount represented hereby as may be set forth in the records of
the Securities Registrar hereinafter referred to in accordance with the Indenture,] [if applicable, insert – provided (a) that the Company may shorten the Stated Maturity of the principal of this Security [one time] [one more
times] as permitted under the Indenture to a date not earlier than [            ] [     ], [            ],
and (b) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, subject to certain conditions specified in Section 3.15 of the Indenture, but in no event to a date later than
[            ] [     ], [            ].] The Company further promises to pay interest on said principal from
[            ] [     ], [            ], or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, [monthly] [quarterly] [semi–annually] [if applicable, insert – (subject to deferral as set forth herein)] in arrears on [insert applicable Payment Dates] of each year commencing
[            ] [     ], [            ] at the rate of
[            ]% per annum, [if applicable, insert – together with Additional Sums, if any, as provided in Section 10.6 of the Indenture,] until the principal hereof is
paid or duly provided for or made available for payment; [if applicable, insert – provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of
[            ]% per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi–annually] from the dates such amounts
are due until they are paid or made available for payment, and such interest shall be payable on demand.] The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360–day year of twelve
30–day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate per annum by [twelve/four/two]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest installment, [if applicable, insert – which shall be the [insert record dates] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.] Any such interest
not so punctually paid or duly provided for 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 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. 
 [If 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, from time to time to defer the payment of interest on this Security for up to [            ] consecutive
[monthly] [quarterly] [semi–annual] interest payment periods with respect to each deferral period (each an “Extension Period”), [if applicable, insert – during which Extension Periods the Company shall have the


  

 18 








 
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
including Additional Interest, as provided below; provided however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security, [If Stated Maturity can be shortened or extended,
insert – as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided further, however, that during any such Extension Period, the Company shall not (a) 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, or (b) make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to this Security, [if applicable, insert – including the Company’s obligations associated with the
Outstanding Capital Securities] (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Company’s capital
stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock,
(iii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a
dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the
termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed [            ] consecutive
[monthly] [quarterly] [semi–annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such 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 conditions. No interest shall be due and payable during an
Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent that the payment of such interest shall be
legally enforceable) at the rate of [            ]% per annum, compounded [monthly] [quarterly] [semi–annual] and calculated as set forth in the first paragraph of this Security, from
the date on which such amounts would otherwise have been due and payable until paid or made available for payment. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one
Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [if applicable, insert – or so long as such securities are held by S&T Capital Trust [I]
[II] [III], at least one Business Day prior to the earlier of (a) the next succeeding date on which Distributions 
  

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on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (b) the date on which the Property Trustee of such Issuer
Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date.] 
 Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company 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; [if applicable, insert – provided however, that at the
option of the Company payment of interest may be made (a) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register, or (b) if to a Holder of $1,000,000 or more in aggregate
principal amount of this Security, by wire transfer in immediately available funds upon written request to the Trustee not later than 15 calendar days prior to the date on which the interest is payable.] 
 The indebtedness evidenced by this Security is, to the extent provided in the Indenture, 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 or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney–in–fact for any and
all such purposes. Each Holder hereof, by his or her 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. 
 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. 
  

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

  

			
	S&T BANCORP, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

	
	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 the Junior Subordinated Indenture, dated as of [        ] [    ], [      ]
(herein called the “Indenture”), between the Company and [        ], as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the
Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This security is one of the series designated on the face hereof, [if applicable, insert – limited in aggregate
principal amount to $[        ].] 
 All terms used in this Security that are defined in the
Indenture [if applicable, insert – or if not defined in the Indenture in the [Name of Trust Agreement] dated as of [        ] [    ], [      ]
(as modified, amended or supplemented from time to time the “Trust Agreement”), relating to S&T Capital Trust [I] [II] [III] (the “Issuer Trust”) among the Company, as Depositor, the trustees named therein, the
Administrators and the Holders from time to time of the Trust Securities issued pursuant thereto] shall have the meanings assigned to them in the Indenture [if applicable, insert – or the Trust Agreement, as the case may be.]

 [If applicable, insert – The Company has the right to redeem this Security (a) on or after
[        ] [    ], [      ] in whole at any time or in part from time to time, or (b) in whole (but not in part), at any time within 90 days
following the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, in each case at the Redemption Price described in the next succeeding [three] paragraph[s], and subject to possible regulatory
approval.] 
  

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 [If applicable, insert – The Redemption Price shall equal 100% of the principal amount hereof
being redeemed, together with accrued interest to but excluding the date fixed for redemption.] 
 [If applicable, insert –
In the case of a redemption on or after [        ] [    ], [      ] the Redemption Price shall equal the following prices, expressed in percentages of the
principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, if redeemed during the 12–month period beginning [        ] [    ],
[      ]: 
  

			
	 Year
	  	Redemption
Price
		  	

 and 100% on or after [        ] [    ],
[      ]. 
 In the case of a redemption on or after [        ]
[  ], [      ] following a Tax Event, Investment Company Event or Capital Treatment Event, the Redemption Price shall equal the Redemption Price then applicable to a redemption under the preceding paragraph.

 In the case of a redemption prior to [        ] [  ],
[      ] following a Tax Event, Investment Company Event or Capital Treatment Event in respect of the Issuer Trust, the Redemption Price shall equal the Make–Whole Amount for a corresponding
$[            ] principal amount hereof, together with accrued interest to but excluding the date fixed for redemption, which Make–Whole Amount will be equal to the greater of
(i) 100% of the principal amount hereof, and (ii) as determined by a Quotation Agent (as defined in the Trust Agreement), the sum of the present value of 100% of the principal amount that would be payable with respect hereto on
[        ] [    ], [      ], together with the present values of scheduled payments of interest from the date fixed for redemption to
[        ] [    ], [      ], in each case discounted to the date fixed for redemption on a [monthly] [quarterly] [semi–annual] basis (assuming a
360–day year consisting of 30–day months) at the Adjusted Treasury Rate (as defined in the Trust Agreement).] 
 [If the
Security is subject to redemption of any kind, insert – In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.] 
 [If applicable, insert – The Indenture contains provisions for defeasance at any
time [of the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] 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 

  

 22 








 
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, insert – 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 aggregate 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, if upon an Event of Default, the
Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital Securities then outstanding
shall have the right to make such declaration 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, insert – 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 aggregate principal amount of the
Outstanding Securities 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, if upon an
Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the Holders of at least 25% in aggregate Liquidation Amount of the Capital
Securities then outstanding shall have the right to make such declaration by a notice in writing to the Company and the Trustee. The principal amount payable upon such acceleration 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
such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (a) of the amount of principal so declared due
and payable and (b) of interest on any overdue principal, premium and 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 premium and interest, if any, on this Security shall terminate.] 
  

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 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 (including Additional Interest) on this Security at the times, place and rate, and in the coin or currency, herein
prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is
registrable in the 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 for such purpose, 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 such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Securities of this series are issuable only in registered form without coupons in denominations of $[        ] and integral multiple of $[        ] 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 this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of
transfer or exchange, but the Company 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 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 agrees that for United States federal, state
and local tax purposes it is intended that this Security constitute indebtedness. 
 THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 THIS SECURITY IS A DIRECT AND UNSECURED OBLIGATION OF THE COMPANY, DOES NOT
EVIDENCE DEPOSITS AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY. 
  

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 Section 2.4. Additional Provisions Required in Global Security. 
 Unless otherwise specified as contemplated by Section 3.1, 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, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 Section 2.5. Form of Trustee’s Certificate of Authentication. 
 The Trustee’s certificates of authentication shall be in substantially the following form: 
 This is one of the Securities of the series designated therein referred to in the within–mentioned Indenture. 
  

									
	Dated:                 	 		 	[            ],
		 		 	as Trustee
					
		 		 		 	By:	 	 
		 		 		 		 	Authorized Signatory

  

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 ARTICLE III 
 THE SECURITIES 
 Section 3.1 Title and Terms. 
 (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. 
 (b) The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities as a series: 
 (i) the title of the securities of such series, which shall distinguish the Securities of the series from all other Securities;

 (ii) the limit, if any, upon the aggregate principal amount of the Securities of such series that 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 that, 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; 
 (iii) the Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 
 (iv) the Stated Maturity or Maturities on which the principal of the Securities of such series is payable or the method of determination
thereof, and any dates on which or circumstances under which, the Company shall have the right to extend or shorten such Stated Maturity or Maturities; 
 (v) 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 with respect to any Securities of
such series, the date or dates from which any such interest or Additional Interest shall accrue, the Interest Payment Dates on which such interest shall be payable, the right, pursuant to Section 3.12 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; 
  

 26 








 (vi) the place or places where the principal of (and premium, if any) and interest or
Additional 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, any restrictions that may be applicable to any such transfer or
exchange in addition to or in lieu of those set forth herein 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; 
 (vii) the 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, and if other than by a Board of Resolution, the manner in which any election by the Company to redeem such Securities shall be evidenced;

 (viii) the obligation or the right, if any, of the Company to redeem, 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; 
 (ix) the denominations in which any Securities of such series shall be issuable; 
 (x) if other than Dollars, the currency or currencies (including any currency unit or units) in which the principal of (and premium, if
any) and interest and Additional Interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated and the manner of determining the equivalent thereof in Dollars for purposes of the
definition of Outstanding; 
 (xi) the 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; 
 (xii) 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; 
 (xiii) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be
the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to
be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); 
  


 27 








 (xiv) if applicable, that the Securities of the series, in whole or in any specified
part, shall be defeasible and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced; 
 (xv) 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; 
 (xvi) 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; 
 (xvii) 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 that 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; 
 (xviii) the appointment of any Paying Agent or agents for the Securities of such series; 
 (xix) 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; 
 (xx) if such Securities are to be issued to an Issuer Trust, the form or forms of the Trust Agreement and Guarantee relating thereto; 
 (xxi) if, other than as set forth herein, the relative degree, if any, to which the Securities or 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; 
 (xxii) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 5.2; 
 (xxiii) any addition to or change in the covenants set forth in Article X which
applies to Securities of the series; and 
  

 28 








 (xiv) any other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(6)). 
 (c) 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, or determined in the manner provided, in such Officers’ Certificate or in any
indenture supplemental hereto. 
 (d) 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. 
 (e) Payment of interest on the Securities of a series may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or (ii) if to a Holder of $1,000,000 or more in aggregate principal amount of any such Security, by wire transfer in immediately available funds at such place and to such account as
may be designated by the Person entitled thereto as specified in the Security Register. 
 (f) The securities shall be subordinated in right
of payment to Senior Debt as provided in Article XIII. 
 Section 3.2. Denominations. 
 The Securities of each series shall be in registered form without coupons and shall be issuable in denominations specified as contemplated by
Section 3.1(b)(ix). 
 Section 3.3. Execution, Authentication, Delivery and Dating. 
 (a) The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President 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. 
 (b) 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: 
 (i) 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; 
  

 29 








 (ii) 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 
 (iii) 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. 
 (c) 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 that is not reasonably
acceptable to the Trustee. 
 (d) Notwithstanding the provisions of Section 3.1 and the preceding paragraph, if all Securities of a
series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph 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. 
 (e) Each Security shall be dated the date of its authentication. 
 (f) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee by 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 3.10, 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. 
  

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 Section 3.4. Temporary Securities. 
 (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon receipt of a Company Order the Trustee shall
authenticate and deliver, temporary Securities that 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. 
 (b) 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 any
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. Global Securities. 
 (a) Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company 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 advises the Trustee in writing that such
Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to locate a qualified successor within 90 days of receipt of such notice from the
Depositary, (ii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book–entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event
of Default. 
 (c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on
behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or 

  

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(ii) the principal amount thereof shall be reduced, or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to
the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with
the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration
instructions, the Trustee shall, subject to Section 3.6(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the
instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. 
 (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 Article III, Section 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. 
 (e) The Depositary or its nominee, as the registered owner of a Global Security,
shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such
owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or agent. Neither the Trustee nor the Securities
Registrar shall have any liability in respect of any transfers effected by the Depositary. 
 (f) The rights of owners of beneficial
interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Agent Members. 
 Section 3.6. Registration, Transfer and Exchange Generally; Certain Transfers and Exchanges; Securities Act Legends. 
 (a) 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 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 offices or agencies 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 any authorized denominations of like tenor and aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. 
  

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 At the option of the Holder, Securities may be exchanged for other Securities of the same series of any
authorized denominations, of like tenor and aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, 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 that 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 Trustee) 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 such Holder’s attorney duly authorized in writing. 
 No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company or the Trustee 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. 
 Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, register the transfer of 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 of that series pursuant to Article XI and ending at the close of business on the day of
mailing of the notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any such Security to be redeemed in part, any portion thereof not to be
redeemed. 
 (b) Certain Transfers and Exchanges. Notwithstanding any other provision of this Indenture, transfers and exchanges of
Securities and beneficial interests in a Global Security shall be made only in accordance with this Section 3.6(b). 
 (i) Restricted Non–Global Security to Global Security. If the Holder of a Restricted Security (other than a Global Security) wishes at any time to transfer all or any portion of such Security to a Person who wishes to take
delivery thereof in the form of a beneficial interest in a Global Security, such transfer may be effected only in accordance with the provisions of this clause (b)(i) and subject to the Applicable Procedures. Upon receipt by the Securities
Registrar of (A) such Security as provided in Section 3.6(a) and instructions satisfactory to the Securities Registrar directing that a beneficial interest in the Global Security in a specified principal amount not greater than the
principal amount of such Security be credited to a specified Agent Member’s account and (B) a Restricted Securities Certificate duly executed by such Holder or such Holder’s attorney duly authorized in writing, then the Securities
Registrar shall cancel such Security (and issue a new Security in respect of any untransferred portion thereof) as provided in Section 3.6(a) and increase the aggregate principal amount of the Global Security by the specified principal
amount as provided in Section 3.5(c). 
  

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 (ii) Non–Global Security to Non–Global Security. A Security that is not
a Global Security may be transferred, in whole or in part, to a Person who takes delivery in the form of another Security that is not a Global Security as provided in Section 3.6(a), provided that if the Security to be transferred in
whole or in part is a Restricted Security, the Securities Registrar shall have received a Restricted Securities Certificate duly executed by the transferor Holder or such Holder’s attorney duly authorized in writing. 
 (iii) Exchanges Between Global Security and Non–Global Security. A beneficial interest in a Global Security may be exchanged
for a Security that is not a Global Security as provided in Section 3.5. 
 (iv) Initial Transfers of Non–Global
Securities. In the case of Securities initially issued other than in global form, an initial transfer or exchange of such Securities that does not involve any change in beneficial ownership may be made to an Institutional Accredited Investor or
Investors as if such transfer or exchange were not an initial transfer or exchange; provided, however that written certification shall be provided by the transferee and transferor of such Securities to the Securities Registrar that such
transfer or exchange does not involve a change in beneficial ownership. 
 (c) Restricted Securities Legend. Except as set forth
below, all Securities shall bear a Restricted Securities Legend: 
 (i) subject to the following clauses of this
Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; 
 (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange
for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security,
bear a Restricted Securities Legend; 
 (iii) a new Security (other than a Global Security) that does not bear a Restricted
Security Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance
with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officer’s Certificate, shall authenticate and deliver such a new Security as provided in this Article III;

 (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not
bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that 

  

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such Successor Security is a “restricted security” within the meaning of Rule 144, in which case the Trustee, at the written direction of the
Company in the form of an Officer’s Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and 
 (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend
if the Capital Securities so held bear a similar legend. 
 Section 3.7. Mutilated, Lost and Stolen Securities. 
 (a) 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
save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series, of like tenor and aggregate principal amount, bearing the same legends, and bearing a number
not contemporaneously outstanding. 
 (b) 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 save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has
been acquired by a bona fide purchaser or a protected 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 series, of
like tenor and aggregate principal amount and bearing the same legends as such destroyed, lost or stolen Security, and bearing a number not contemporaneously outstanding. 
 (c) If 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. 
 (d) Upon the issuance of any new Security under this Section 3.7, the Company or the Trustee 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. 
 (e) 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 of such series duly issued hereunder. 
 (f) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities. 
  

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 Section 3.8. Payment of Interest and Additional Interest; Interest Rights Preserved. 
 (a) Interest and Additional Interest on any Security of any series that is payable, and is punctually paid or duly provided for, on any Interest Payment
Date, shall be paid to the Person in whose name that 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 that 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. 
 (b) Any interest on any Security that is due and 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 (i) or (ii) below: 
 (i) 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 which shall be fixed at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon, the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of 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. 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 (ii). 
  

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 (ii) 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). 
 (c) Subject to the foregoing provisions of this Section, 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 interest, that were carried by such other Security. 
 Section 3.9. Persons Deemed Owners. 
 (a) The Company, the Trustee and any agent of the Company
or the Trustee shall 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 3.8) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 (b) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of
beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security. 
 Section 3.10. 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 that 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 destroyed by the Trustee in accordance with its customary
practices. 
  

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 Section 3.11. Computation of Interest. 
 Except as otherwise specified as contemplated by Section 3.1 herein, 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 the actual number of days elapsed in any partial month in such period, and interest on the Securities of each series for a full period shall be computed by
dividing the rate per annum by the number of interest periods that together constitute a full twelve months. 
 Section 3.12. 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, 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 such series, from time to time to defer the payment of interest on such Securities for such period or periods
(each an “Extension Period”) not to exceed the number of consecutive interest periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall, if so specified as contemplated by
Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an 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); provided, however, that no Extension
Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series, [if applicable, insert – including the Company’s obligations associated with the
Outstanding Capital Securities] (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company’s capital
stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock,
(C) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend
in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other
rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the
termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or
periods specified in such Securities, extend beyond the Stated Maturity 

  

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of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such 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 conditions. No interest or Additional Interest shall be due and
payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as
contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment
Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business
Day prior to the earlier of (x) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (y) the date on which the
Property Trustee of such Issuer Trust is required to give notice to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date.

 Section 3.13. Right of Set–Off. 
 With respect to the Securities of a series initially issued to an Issuer Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make 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 relating to such Security or to a holder of Capital Securities pursuant to an action undertaken under
Section 5.8 of this Indenture. 
 Section 3.14. 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 it is intended that such Security constitutes indebtedness. 
 Section 3.15 Shortening or Extending 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 (a) shorten the Stated Maturity of the principal of the Securities of such
series [one time] [one or more times] at any time to any date and (b) extend the Stated Maturity of the principal of the Securities of such series at any time at its election for one or more periods, provided that, if the Company elects
to exercise its right to extend the Stated Maturity of the principal of the Securities of such series pursuant to clause (b) above, at the time such election is made and at the time of extension, such conditions as may be specified in such
Securities shall have been satisfied. 
  

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 Section 3.16. CUSIP Numbers. 
 The Company, in issuing the Securities, may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notice of redemption and other similar or related
materials as a convenience to Holders; provided that any such notice or other materials may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of
redemption or other materials 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. 
 ARTICLE IV 
 SATISFACTION AND
DISCHARGE 
 Section 4.1. Satisfaction and Discharge of Indenture. 
 This Indenture shall, upon Company Request, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when: 
 (a) either 
 (i) all Securities theretofore authenticated and delivered (other than (A) Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 3.7 and
(B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or 
 (ii) all such Securities not theretofore delivered to the Trustee for
cancellation 
 (A) have become due and payable, 
 (B) will become due and payable at their Stated Maturity within one year of the date of deposit, or 
 (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of subclause (ii)(A), (B) or (C) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the currency or currencies in which the Securities are payable sufficient to pay and discharge the entire 

  

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indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for the principal (and premium, if any) and interest (including
any Additional Interest) to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
 (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
 (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to subclause (ii) of clause (a) 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 and Additional Interest for the payment of which such
money or obligations have been deposited with or received by the Trustee. 
 ARTICLE V 
 REMEDIES 
 Section 5.1. Events of Default.

 “Event of Default”, wherever used herein with respect to the Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 
 (a) default in the payment of any interest upon any Security of that series, including any
Additional Interest in respect thereof, when it becomes due and payable and continuance of such default for a period of 30 days (subject to the deferral of any due date in the case of an Extension Period); 
  

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 (b) default in the payment of the principal of (or premium, if any, on) any Security of that series at
its Stated Maturity; 
 (c) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the
part of the Company in the Securities of that series or in this Indenture for a period of 90 days after the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the
Trustee by registered or certified mail or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series; 
 (d) the occurrence of the appointment of a receiver or other similar official in any liquidation, insolvency or similar proceeding with respect to the
Company or all or substantially all of its property; or a court or other governmental agency shall enter a decree or order appointing a receiver or similar official and such decree or order shall remain unstayed and undischarged for a period of 60
days; or 
 (e) any other Event of Default provided with respect to the Securities of that series. 
 Section 5.2. Acceleration of Maturity; Rescission and Annulment. 
 (a) If an Event of Default (other than an Event of Default specified in Section 5.1(d)) 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 aggregate 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, however that, in the
case of the Securities of a series issued to an Issuer 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 such series fail to declare the principal of all
the Outstanding Securities of such series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the related series of Capital Securities issued by such
Issuer Trust then outstanding shall have the right to make such declaration 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. If an Event of Default specified in Section 5.1(d) with respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of such series (or, if the Securities of such 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. 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. 
  

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 (b) 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 hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 
 (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay: 
 (A) all overdue installments of interest on all
Securities of such series; 
 (B) any accrued Additional Interest on all Securities of such series; 
 (C) the principal of (and premium, if any, on) any Securities of such series that have become due otherwise than by such declaration of
acceleration and interest and Additional Interest thereon at the rate borne by the Securities; and 
 (D) all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
 (ii) all Events of Default with respect to Securities of that series, other than the non–payment of the principal of Securities of that series that has become due solely by such acceleration, have been cured or
waived as provided in Section 5.13. 
 (c) In the case of Securities of a series initially issued to an Issuer Trust, if the Holders of
such Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the related series of Capital Securities issued by such Issuer Trust then
outstanding 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 (a) and (b) above of this
Section 5.2. 
 (d) 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 if: 
 (i) default is made in the payment of any installment of interest (including any Additional Interest) on any Security of any series when such interest becomes due and payable and such default continues for a period of 30 days or

  

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 (ii) default is made in the payment of the principal of (and premium, if any, on) any
Security at the Stated Maturity thereof, the Company will, upon demand of the Trustee, 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 (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 forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities and collect the monies 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 in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect
and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
 Section 5.4. Trustee May File Proofs of Claim. 
 In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial or administrative 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: 
 (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 or
administrative proceedings; and 
 (ii) in particular, the Trustee shall be authorized to collect and receive any monies
or other property payable or deliverable on any such claims and to distribute the same in accordance with Section 5.6; and 
  

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 (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator, conservator (or other similar
official) in any such judicial or administrative 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 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, subject to Article XIII and 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 Securities of such series 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. 
  

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 Section 5.7. Limitation on Suits. 
 Subject to Section 5.8, 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: 
 (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

 (b) the Holders of not less than 25% in aggregate 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; 
 (c) such
Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
 (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 
 (e) 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
aggregate 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 Capital Securities. 
 Notwithstanding any other provision in this Indenture, the Holder
of any Security of any series shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Sections 3.8 and 3.12) 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 an Issuer Trust, any registered holder of the series of Capital Securities issued by such Issuer Trust shall have the right, upon the occurrence 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 Sections 3.8 and 3.12) interest (including any Additional Interest) on
the Securities having a principal amount equal to the aggregate Liquidation Amount (as defined in the related Trust Agreement) of such Capital Securities held by such holder. 
  

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 Section 5.9. Restoration of Rights and Remedies. 
 If the Trustee, any Holder or any holder of Capital Securities issued by any Issuer Trust 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 Capital Securities, then, and in every such case, the Company, the Trustee,
such Holders and such holder of Capital Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, such Holder
and such holder of Capital 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 3.7, no right or remedy herein conferred upon or
reserved to the Trustee or 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. 
 (a)
No delay or omission of the Trustee, any Holder of any Security with respect to the Securities of the related series or any holder of any Capital Security to exercise any right or remedy accruing upon any Event of Default with respect to the
Securities of the related series shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. 
 (b) 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 Capital 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 Capital Securities, as the case may be. 
 Section 5.12.
Control by Holders. 
 The Holders of not less than a majority in aggregate 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: 
 (a) such direction shall not be in conflict with any rule of law or with this Indenture, 
 (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and 
  

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 (c) 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 involve the Trustee in personal liability. 
 Section 5.13. Waiver of Past Defaults. 
 (a) The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series affected thereby and, in the case of any Securities of a series initially issued to an Issuer Trust, the holders of a majority in aggregate Liquidation Amount (as defined in the related
Trust Agreement) of the Capital Securities issued by such Issuer Trust may waive any past default hereunder and its consequences with respect to such series except a default: 
 (i) in the payment of the principal (or premium, if any) of or interest (including any Additional Interest) on any Security of such series
(unless such default has been cured and the Company has paid to or deposited with the Trustee a sum sufficient to pay all matured installments of interest (including Additional Interest) and all principal of (and premium, if any, on) all Securities
of that series due otherwise than by acceleration), or 
 (ii) in respect of a covenant or provision hereof that under
Article IX cannot be modified or amended without the consent of each Holder of any Outstanding Security of such series affected thereby. 
 (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 waiver by holders of Capital Securities issued by such Issuer Trust, by all holders of Capital Securities issued by
such Issuer 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 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted 

  

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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 extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted. 
 ARTICLE VI 
 THE TRUSTEE 
 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, but in the case of any such certificates or opinions that 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 or her own affairs. 
 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct except that: 
 (i) this subsection shall not be construed to limit the effect of subsection (a) of this Section; 
  

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 (ii) the 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 a 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. 
 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 5.1(c), 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 that 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 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 party or parties; 
  

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 (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; 
 (c) whenever in
the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate; 
 (d) the Trustee may consult with counsel of
its choice 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 reasonable security or indemnity against the costs, expenses and liabilities that 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; and 
 (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. 
 Section 6.4. 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. May Hold 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 

  

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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. 
 (a) The Company agrees to pay to the Trustee from time to time reasonable compensation for all services rendered by it
hereunder in such amounts as the Company and the Trustee shall agree 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). 
 (b) The Company agrees 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 or bad
faith. 
 (c) Since the Issuer Trust is being formed solely to facilitate an investment in the Capital Securities, the Company, as Holder of
the Common Securities, hereby covenants to pay all debts and obligations (other than with respect to the Capital Securities and the Common Securities) and all reasonable costs and expenses of the Issuer Trust (including without limitation all costs
and expenses relating to the organization of the Issuer Trust, the fees and expenses of the trustees and all reasonable costs and expenses relating to the operation of the Issuer Trust) and to pay any and all taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States, or any taxing authority, so that the net amounts received and retained by the Issuer Trust and the Property Trustee after paying
such expenses will be equal to the amounts the Issuer Trust and the Property Trustee would have received had no such costs or expenses been incurred by or imposed on the Issuer Trust. The foregoing obligations of the Company are for the benefit of,
and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (each, a “Creditor”) whether or not such Creditor has received notice thereof. Any such Creditor may enforce such
obligations directly against the Company, and the Company irrevocably waives any right or remedy to require that any such Creditor take any action against the Issuer Trust or any other person before proceeding against the Company. The Company shall
execute such additional agreements as may be necessary or desirable to give full effect to the foregoing. 
 (d) The Company shall indemnify
the Trustee, its directors, officers, employees and agents for, and hold them harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred 

  

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without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or the
performance of its duties hereunder, including the reasonable costs and expenses of defending against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnification shall survive
the termination of this Indenture or the resignation or removal of the Trustee. 
 (e) When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 5.1(d) 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: 
 (a) a Person organized and doing business under the laws of the United States of America or of any state or territory thereof or of 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 
 (b) an entity 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 entity 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, the combined capital and surplus of such entity 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, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article. 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.

  

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 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 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 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 aggregate principal amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company. 
 (d) If at any time: 
 (i) the Trustee shall 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, 
 (ii) the Trustee shall 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) the Trustee shall
become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation; 
 then, in any such case, (x) the Company, acting pursuant to the authority of a Board Resolution, may
remove the Trustee with respect to the Securities of all series issued hereunder, or (y) 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 such Holder and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to the Securities of all series issued hereunder 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 aggregate 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 

  

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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 of such series for at least six months may, subject to Section 5.14, on behalf of such Holder
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. 
 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 or 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 removal of the retiring Trustee, without any further act,


  

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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, 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. 
 Section 6.12. Merger, Conversion,
Consolidation or Succession to Business. 
 Any entity into which the Trustee may be merged or converted or with which it may be
consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of
the Trustee hereunder, provided such entity shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any 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. 
 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 3.6, 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 

  

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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 an
entity organized and doing business under the laws of the United States of America, or of any state or territory thereof or of 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 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
 (b) Any entity into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent
hereunder, provided such entity 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, 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 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. 
 (c) The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payment, subject to the provisions of Section 6.7. 
 (d) If an appointment with respect to
one or more series is made pursuant to this Section, 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:

  

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

									
	Dated:	 		 	 [            ],
 as Trustee

					
		 		 		 	By:	 	 
		 		 		 	As Authenticating Agent
					
		 		 		 	By:	 	 
		 		 		 	As Authenticating Agent

 ARTICLE VII 
 HOLDERS LISTS AND REPORTS BY TRUSTEE, 
 PAYING AGENT 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) not less than one day nor more
than 15 days prior to every Interest Payment Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such dates, excluding from any such list names and addresses received by the
Trustee in its capacity as Securities Registrar, 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. 
  

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 Section 7.3. Reports by Trustee and Paying Agent. 
 (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 within 60 days of January 31 in each calendar year, commencing with the January 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 securities 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 securities exchange. 
 (d) The Paying Agent shall comply with all withholding, backup withholding, tax and information reporting requirements under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder with respect to
payments on, or with respect to, the Securities. 
 Section 7.4. Reports by Company. 
 The Company shall file or cause to be filed 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. In the case of information, documents or reports required to be filed with the Commission
pursuant to Section 13(a) or Section 15(d) of the Exchange Act, the Company shall file or cause the filing of such information documents or reports with the Trustee within 15 days after the same are required to be filed with the
Commission. 
 ARTICLE VIII 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 Section 8.1. May Consolidate, Etc., Only on Certain Terms. 
 The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: 
 (a) if 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 entity 

  

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formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and
assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any), and interest (including any Additional Interest) on all the Securities of every series and
the performance of every covenant of this Indenture on the part of the Company to be performed or observed; provided, however, that nothing herein shall be deemed to restrict or prohibit, and no supplemental indenture shall be required in the
case of, the merger of a Principal Subsidiary Bank with and into a Principal Subsidiary Bank or the Company, the consolidation of Principal Subsidiary Banks into a Principal Subsidiary Bank or the Company, or the sale or other disposition of all or
substantially all of the assets of any Principal Subsidiary Bank to another Principal Subsidiary Bank or the Company, if, in any such case in which the surviving, resulting or acquiring entity is not the Company, the Company would own, directly or
indirectly, at least 80% of the voting securities of the Principal Subsidiary Bank (and of any other Principal Subsidiary Bank any voting securities of which are owned, directly or indirectly, by such Principal Subsidiary Bank) surviving such
merger, resulting from such consolidation or acquiring such assets; 
 (b) immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have occurred and be continuing; and 
 (c) 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 such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of a transaction subject to this Section 8.1 but not requiring a supplemental indenture under
paragraph (a) of this Section 8.1, an Officer’s Certificate or Opinion of Counsel to the effect that the surviving, resulting or successor entity is legally bound by the Indenture and the Securities; and the Trustee, subject to
Section 6.1, may rely upon such Officers’ Certificates and Opinions of Counsel as conclusive evidence that such transaction complies with this Section 8.1. 
 Section 8.2. Successor Company Substituted. 
 (a) 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 entity 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. 
  

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 (b) Such successor Person may cause to be executed, and may issue either in its own name or in the name
of the Company, any or all of the Securities issuable hereunder that 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 that 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 that such successor Person thereafter shall cause to be executed 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. 
 (c) 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 amend or
waive any provision of this Indenture or may enter into one or more indentures supplemental hereto, 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; 
 (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; 
 (c) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; 
 (d) to facilitate the issuance of Securities of any series in certificated or other definitive form; 
 (e) 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 the series specified) or to surrender any right or power herein conferred upon the Company; 
 (f) 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 Defaults
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 the series specified); 
  

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 (g) to change or eliminate any of the provisions of this Indenture, provided that any such change
or elimination shall (i) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (ii) not apply to any
Outstanding Securities; 
 (h) to cure any ambiguity, to correct or supplement any provision herein that 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 clause (h) 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 an Issuer Trust and for so long as any of the corresponding series of Capital Securities issued by such Issuer Trust shall remain
outstanding, the holders of such Capital Securities; 
 (i) 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 
 (j) 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.

 With the consent of the Holders of not less than a majority in aggregate 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 of each series affected thereby: 
 (a) 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 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 Stated 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), 
  

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 (b) reduce the percentage in aggregate 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 
 (c) 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; 
 provided, further, that, in the case of the Securities of a series issued to an Issuer Trust, so long as any of the corresponding series of Capital Securities
issued by such Issuer Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Capital 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 (as defined in the related Trust Agreement) of such Capital
Securities then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid in
full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Capital Securities issued by an Issuer Trust provided therein without the prior consent of the holders of each such
Capital Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8) unpaid interest (including any Additional Interest) thereon have been paid
in full. 
 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 any corresponding series of Capital Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of
such series or holders of such Capital Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or
holders of Capital Securities of any other such corresponding series. 
 It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 Section 9.3. Execution of Supplemental Indentures. 
 In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be 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 

  

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supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent herein provided for relating to such action have been
complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Section 9.4. Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
 Section 9.5. Conformity with Trust Indenture
Act. 
 Every supplemental indenture executed pursuant to this Article 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 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. 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 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 and punctually pay the principal of (and premium, if any) and interest (including any Additional 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, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the 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 

  

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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. 
 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 (including Additional 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 (including Additional 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 City time, on each due date of the principal
of (or premium, if any) or interest, including Additional Interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, including Additional 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, including Additional 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, 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 (including Additional Interest) on the Securities of a series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided; 
 (ii) give the Trustee notice of any default by the Company (or any
other obligor upon such Securities) in the making of any payment of principal (and premium, if any) or interest (including Additional Interest) in respect of any Security of any series; 
  

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 (iii) at any time during the continuance of any default with respect to a series of
Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; 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 terms 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 (including Additional Interest) on any Security
and remaining unclaimed for two years after such principal (and premium, if any) or interest (including Additional 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 Borough of Manhattan, the City 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. 
 Section 10.4. Statement as to Compliance. 
 The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal 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. 
  

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 Section 10.5. Waiver of Certain Covenants. 
 Subject to the rights of holders of Capital Securities specified in Section 9.2, if any, the Company may omit in any particular instance to comply
with any covenant or condition provided pursuant to Section 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 aggregate principal
amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such 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 initially issued to an Issuer 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, if: (a) the Issuer Trust is
the Holder of all of the Outstanding Securities of such series, and (b) a Tax Event described in clause (a) or (c) of the definition of “Tax Event” in Section 1.1 hereof has occurred and is continuing in respect of such
Issuer Trust, the Company shall pay such Issuer Trust (and its permitted successors or assigns under the related Trust Agreement) for so long as such Issuer Trust (or its permitted successor or assignee) is the registered holder of the Outstanding
Securities of such series, such additional sums as may be necessary in order that the amount of Distributions (including any Additional Amount (as defined in such Trust Agreement)) then due and payable by such Issuer Trust on the Capital Securities
and Common Securities that at any time remain outstanding in accordance with the terms thereof shall not be reduced as a result of such 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 3.12 or the Securities shall not defer the payment of any Additional
Sums that may be due and payable. 
 Section 10.7. Additional Covenants. 
 The Company covenants and agrees with each Holder of Securities of each series that it shall not: (a) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company’s capital stock, or (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in interest to the Securities of such series, [if applicable, insert – including the Company’s obligations associated with the Outstanding
Capital Securities] (other than (i) repurchases, 

  

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redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company
(or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period or other event referred to below, (ii) as a result of an exchange or
conversion of any class or series of the Company’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company’s capital stock or of any class or series of the Company’s indebtedness for
any class or series of the Company’s capital stock, (iii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (iv) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (v) any
dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari
passu with or junior to such stock) if at such time (A) there shall have occurred any event (x) of which the Company has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of
Default with respect to the Securities, and (y) which the Company shall not have taken reasonable steps to cure, (B) if the Securities of such series are held by an Issuer Trust, the Company shall be in default with respect to its payment
of any obligations under the Guarantee relating to the Capital Securities issued by an Issuer Trust, or (C) 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. 
 The
Company also covenants with each Holder of Securities of a series issued to an Issuer Trust (a) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Company as
provided under Section 8.2 may succeed to the Company’s ownership of such Common Securities, (b) as holder of such Common Securities, not to voluntarily terminate, windup or liquidate such Issuer Trust, other than (i) in
connection with a distribution of the Securities of such series to the holders of the related Capital Securities in liquidation of such Issuer Trust, or (ii) in connection with certain mergers, consolidations or amalgamations permitted by the
related Trust Agreement, and (c) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax
purposes. 
 Section 10.8. Federal Tax Reports. 
 On or before December 15 of each year during which any Securities are outstanding, the Company shall furnish to each Paying Agent such information as may be reasonably requested by each Paying Agent in order that
each Paying Agent may prepare the information which it is required to report for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the Internal Revenue Code of 1986, as amended. Such
information shall include 

  

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the amount of original issue discount includible in income for each authorized minimum denomination of principal amount at Stated Maturity of outstanding
Securities during such year. 
 ARTICLE XI 
 REDEMPTION OF SECURITIES 
 Section 11.1. Applicability of this Article. 
 Redemption of Securities of any series 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. 
 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 30 nor more than 60 days
prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee and, in the case of Securities of a series held by an Issuer Trust, the Property Trustee under the related Trust Agreement of such date
and of the principal amount of Securities of the applicable series to be redeemed and provide the additional information required to be included in the notice or notices contemplated by Section 11.4; provided that, in the case of any series
of Securities initially issued to an Issuer Trust, for so long as such Securities are held by such Issuer Trust, such notice shall be given not less than 45 nor more than 75 days prior to such Redemption Date (unless a shorter notice
shall be satisfactory to the Property Trustee under the related Trust Agreement). 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. 
 (a) If less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security. 
 (b) 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 that has been or is to be redeemed. 
  

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 Section 11.4. Notice of Redemption. 
 Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later than the thirtieth day, and not earlier than the sixtieth 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 such series to be redeemed, each notice of redemption shall state: 
 (a) the Redemption Date;

 (b) the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the
estimate of the Redemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (if such an estimate
of the Redemption Price is given, a subsequent notice shall be given as set forth above setting forth the Redemption Price promptly following the calculation thereof); 
 (c) if less than all Outstanding Securities of such particular series 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; 
 (e) the place or places where such Securities
are to be surrendered for payment of the Redemption Price; 
 (f) such other provisions as may be required in respect of the terms of a
particular series of Securities; and 
 (g) 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 be irrevocable. The notice, if mailed in the manner provided above, 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. 
  

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 Section 11.5. Deposit of Redemption Price. 
 Prior to 10:00 a.m., New York City 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 (or portions thereof) that are to be redeemed on that date. 
 Section 11.6. Payment of Securities Called for Redemption. 
 (a) 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, together
with accrued interest (including any Additional Interest) to the Redemption Date. 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 (including Additional 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 3.8. 
 (b) 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 unredeemed portion of the Security so presented and having the same Original Issue Date, Stated Maturity and terms. 
 (c) If any Security called for redemption shall not be so paid under 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 an Issuer Trust.

 (a) In the case of the Securities of a series initially issued to an Issuer 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 specified in such Security, 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, an Investment Company Event or a Capital Treatment Event, at any time within 90 days following the occurrence and during the continuation of such Tax Event, Investment Company Event or Capital Treatment Event, in whole (but not in part),
in each case at a Redemption Price specified in such Security, together with accrued interest (including Additional Interest) to the Redemption Date. 
  

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 (b) If less than all the Securities of any series are to be redeemed, the aggregate principal amount of
such Securities remaining Outstanding after giving effect to such redemption shall be sufficient to satisfy any provisions of the Trust Agreement related to the Issuer Trust to which such Securities were issued. 
 ARTICLE XII 
 SINKING FUNDS 

 Except as may be provided in any supplemental or amended indenture, no sinking fund shall be established or maintained for the retirement
of Securities of any series. 
 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, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities of each and every series are hereby expressly made subordinate and
subject in right of payment to the prior payment in full of all Senior Debt. 
 Section 13.2. No Payment When Senior Debt in Default; Payment Over of
Proceeds Upon Dissolution, Etc. 
 (a) If the Company shall default in the payment of any principal (or premium, if any) of or interest
on any Senior Debt when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Debt or
any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account
of the principal of (or premium, if any) or interest (including Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. 
 (b) In the event of (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding
relating to the Company, its creditors or its property, (ii) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings,
(iii) any assignment by the Company for the benefit of creditors or (iv) any other marshalling of the assets of the Company (each such event, if any, herein sometimes referred to as a “Proceeding”), all Senior Debt
(including any interest thereon accruing after the 

  

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commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be
made to any Holder on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of
which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or delivered directly to the holders of
Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. 
 (c) In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, the Holders of the Securities, together with the
holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any)
and interest on the Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the
Securities, and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided
for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at
the time outstanding and to any securities issued in respect thereof under any plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Debt shall have
been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the
priorities then existing among such holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full. In the event of the failure of the Trustee or any Holder to endorse or
assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably authorized to endorse or assign the same. 
 (d) The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Debt or consent to the filing of a financing statement with respect hereto) as may,
in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. 

(e) The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in
respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. 
  

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 (f) The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or
ranking junior to the Securities shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities. 
 Section 13.3. Payment Permitted if No Default. 
 Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time, except during the pendency of the conditions described in the first paragraph of Section 13.2
or of any Proceeding referred to in Section 13.2, from making payments at any time of principal of (and premium, if any) or interest (including Additional Interest) on the Securities, or (b) the application by the Trustee of any monies
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. 
 Section 13.4.
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 (equally and ratably with the holders of all indebtedness of the Company that 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 (including Additional 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 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 13.5. Provisions Solely to Define Relative Rights. 
 The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one
hand and the holders of Senior Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as 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 

  

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Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terms; (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 (or to the extent expressly provided
herein, the holder of any Capital Security) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article
of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. 
 Section 13.6.
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 and appoints the Trustee his or her attorney–in–fact for any and all such purposes.

 Section 13.7 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 that any such holder may have or be
otherwise charged with. 
 (b) Without in any way limiting the generality of the immediately preceding paragraph, the holders of Senior Debt
may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities of any series, without incurring responsibility to such Holders of the Securities and without impairing or releasing the
subordination provided in this Article or the obligations hereunder of such 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 extent 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 13.8. Notice to Trustee. 
 (a) The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in


  

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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 at least two Business Days prior to the date upon which by the terms hereof any monies may
become payable for any purpose (including, the payment of the principal of (and premium, if any, on) 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 that 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 conclusively rely on the delivery to it of a written
notice by a Person representing himself or herself to be a holder of Senior Debt (or a trustee or attorney-in-fact therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee or attorney-in-fact 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 13.9. Reliance on Judicial Order or Certificate of Liquidating Agent. 
 Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 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, conservator, liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to the Holders of 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. 
 Section 13.10. 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 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. 
  

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 Section 13.11. 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 with respect to any Senior Debt that 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 13.12. Article Applicable to Paying Agents. 
 In case at any time any Paying Agent other
than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee. 
 Section 13.13. Certain Conversions or Exchanges Deemed Payment. 
 For purposes of this Article
only, (a) the issuance and delivery of junior securities upon conversion or exchange of Securities of any series shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any, on) or interest
(including any Additional Interest) on such Securities or on account of the purchase or other acquisition of such Securities, and (b) the payment, issuance or delivery of cash, property or securities (other than junior securities) upon
conversion or exchange of a Security of any series shall be deemed to constitute payment on account of the principal of such security. For the purposes of this Section, the term “junior securities” means (a) shares of any stock
of any class of the Company, and (b) securities of the Company that are subordinated in right of payment to all Senior Debt that 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. 
 * * * * 
 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. 
 [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 
  

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

			
	S&T BANCORP, INC.
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	[            ], as
	Trustee
		
	By:	 	 
		 	Name:
		 	Title:


  

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 ANNEX A 
 FORM OF RESTRICTED SECURITIES CERTIFICATE 
 RESTRICTED SECURITIES CERTIFICATE 
 (For transfers pursuant to Section 3.6(b) of 
 the Indenture referred to below) 
 [                    ], 
 as Securities
Registrar 
 [address] 
  

	Re:	[Title of Securities] of S&T Bancorp, Inc. (the “Securities”) 

 Reference is made to the Junior Subordinated Indenture, dated as of [        ] [    ], [        ] (the
“Indenture”), between S&T Bancorp, Inc., a Pennsylvania corporation, and [            ], as Trustee. Terms used herein and defined in the Indenture or in Regulation S,
Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) are used here as so defined. 
 This certificate relates to $[    ] aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): 
 CUSIP No(s). 
 CERTIFICATE No(s).

 CURRENTLY IN GLOBAL FORM: Yes   ̈    No   ̈  (check one) 
 The person in whose name this certificate is executed below (the
“Undersigned”) hereby certifies that either (a) it is the sole beneficial owner of the Specified Securities or (b) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by
them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner”. If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name
of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. 
 The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who will take delivery in the form
of a Restricted Security. In connection with 








 
such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities
Act, it is being effected in accordance with Rule 144A, Rule 904 of Regulation S or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby
further certifies that: 
 (a) Rule 144A Transfers. If the transfer is being effected in accordance with Rule 144A: 
 (i) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a
“qualified institutional buyer” within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and 
 (ii) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may
be relying on Rule 144A in connection with the transfer; and 
 (b) Rule 904 Transfers. If the transfer is being effected in accordance with
Rule 904: 
 (i) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a
person acting in behalf of any of the foregoing; 
 (ii) the offer of the Specified Securities was not made to a person in the
United States; 
 (iii) either; 
 (A) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or

 (B) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the
Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know that the transaction has been prearranged with a buyer in the United States; 
 (iv) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the
Owner or any affiliate thereof; and 
 (v) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act. 







 (c) Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144: 
 (i) the transfer is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144)
has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner
of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; 
 (ii) the transfer is occurring after
a holding period by the Owner of at least three years has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is
not, and during the preceding three months has not been, an affiliate of the Company; or 
 (iii) the Owner is a Qualified
Institutional Buyer under Rule 144A or has acquired the Securities otherwise in accordance with Sections (1), (2) or (3) hereof and is transferring the Securities to an institutional accredited investor in a transaction exempt from the
requirements of the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the
Company and the Initial Purchasers (as defined in the Trust Agreement relating to the Issuer Trust to which the Securities were initially issued). 
 (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) 
  

									
					
	Dated:	 	 	 		 	By:	 	 
		 		 		 	Name:	 	
		 		 		 	Title:	 	

 (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the
Undersigned must be stated.)