EX-4.2



 Exhibit 4.2 
  

 
  

WESTERN ALLIANCE BANCORPORATION 

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

FIRST SUPPLEMENTAL INDENTURE TO 

SUBORDINATED DEBT INDENTURE DATED AS OF JUNE 16, 2016 

(SUBORDINATED DEBT SECURITIES) 

Dated as of June 16, 2016 
  

 
 6.25%
Subordinated Debentures due 2056 
  
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 Article I APPLICATION OF FIRST SUPPLEMENTAL INDENTURE; DEFINITIONS
	  	 	1	  
	 Section 1.1
	 	APPLICATION OF FIRST SUPPLEMENTAL INDENTURE	  	 	1	  
	 Section 1.2
	 	DEFINITIONS	  	 	2	  
	 Article II THE SERIES OF DEBENTURES
	  	 	4	  
	 Section 2.1
	 	TITLE	  	 	4	  
	 Section 2.2
	 	GLOBAL FORM	  	 	4	  
	 Section 2.3
	 	LIMITATION ON AGGREGATE PRINCIPAL AMOUNT	  	 	4	  
	 Section 2.4
	 	REGISTRAR, PAYING AGENT AND PLACE OF PAYMENT	  	 	5	  
	 Section 2.5
	 	PRINCIPAL PAYMENT DATE	  	 	5	  
	 Section 2.6
	 	INTEREST AND INTEREST RATES	  	 	5	  
	 Section 2.7
	 	SINKING FUND	  	 	5	  
	 Article III REDEMPTION OF SECURITIES
	  	 	5	  
	 Section 3.1
	 	REDEMPTION AT THE OPTION OF THE COMPANY	  	 	5	  
	 Section 3.2
	 	REDEMPTION PROCEDURES	  	 	6	  
	 Article IV SUBORDINATION
	  	 	7	  
	 Section 4.1
	 	AGREEMENT TO SUBORDINATE	  	 	7	  
	 Section 4.2
	 	DEFAULT ON SENIOR INDEBTEDNESS	  	 	7	  
	 Section 4.3
	 	PRIOR PAYMENT TO SENIOR INDEBTEDNESS UPON ACCELERATION OF DEBENTURES	  	 	7	  
	 Section 4.4
	 	LIQUIDATION; DISSOLUTION; BANKRUPTCY	  	 	8	  
	 Section 4.5
	 	SUBROGATION	  	 	9	  
	 Section 4.6
	 	TRUSTEE TO EFFECTUATE SUBORDINATION	  	 	9	  
	 Section 4.7
	 	NOTICE BY THE COMPANY	  	 	9	  
	 Section 4.8
	 	RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS	  	 	10	  
	 Section 4.9
	 	SUBORDINATION MAY NOT BE IMPAIRED	  	 	10	  
	 Section 4.10
	 	ARTICLE APPLICABLE TO PAYING AGENTS	  	 	11	  
	 Article V CONSOLIDATION, MERGER AND SALES
	  	 	11	  
	 Section 5.1
	 	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	  	 	11	  
	 Section 5.2
	 	SUCCESSOR PERSON SUBSTITUTED FOR COMPANY	  	 	11	  
	 Article VI EVENTS OF DEFAULT
	  	 	12	  
	 Section 6.1
	 	EVENTS OF DEFAULT	  	 	12	  
	 Article VII DEFEASANCE AND COVENANT DEFEASANCE
	  	 	13	  
	 Section 7.1
	 	DEFEASANCE	  	 	13	  
	 Section 7.2
	 	COVENANT DEFEASANCE	  	 	13	  
	 Article VIII MODIFICATION AND WAIVER
	  	 	13	  
	 Section 8.1
	 	MODIFICATION WITHOUT CONSENT OF HOLDERS	  	 	13	  
	 Section 8.2
	 	MODIFICATION WITH CONSENT OF HOLDERS	  	 	13	  
	 Article IX MISCELLANEOUS PROVISIONS
	  	 	14	  
	 Section 9.1
	 	TRUSTEE NOT RESPONSIBLE FOR RECITALS	  	 	14	  
	 Section 9.2
	 	PAYMENT OF EXPENSES UPON RESIGNATION OR REMOVAL	  	 	14	  
	 Section 9.3
	 	ADOPTION, RATIFICATION AND CONFIRMATION	  	 	14	  
	 Section 9.4
	 	COUNTERPARTS	  	 	14	  
	 Section 9.5
	 	GOVERNING LAW	  	 	14	  








 WESTERN ALLIANCE BANCORPORATION 

FIRST SUPPLEMENTAL INDENTURE TO 

SUBORDINATED DEBT INDENTURE DATED AS OF JUNE 16, 2016 

(SUBORDINATED DEBT SECURITIES) 

$175,000,000 
 6.25% Subordinated
Debentures due 2056 
 FIRST SUPPLEMENTAL INDENTURE, dated as of June 16, 2016 (this “First Supplemental Indenture”),
between WESTERN ALLIANCE BANCORPORATION, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States, as
Trustee (the “Trustee”). 
 RECITALS 

The Company has heretofore executed and delivered to the Trustee an indenture for subordinated debt securities, dated as of June 16, 2016
(the “Base Indenture”, and together with the First Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of series of the Company’s Securities. 

Section 301 of the Base Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be
established in an indenture supplemental to the Base Indenture. 
 Section 901(4) of the Base Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as provided by Sections 201 and 301 of the Base Indenture. 

The Company desires to execute this First Supplemental Indenture pursuant to Section 201 of the Base Indenture to establish the form, and
pursuant to Section 301 of the Base Indenture to provide for the issuance, of a series of its subordinated debt securities designated as its 6.25% Subordinated Debentures due 2056 (the “Debentures”), in an initial aggregate
principal amount of $175,000,000 (or up to $200,000,000 aggregate principal amount if the Underwriters exercise the remaining portion of their overallotment option to purchase additional Debentures granted pursuant to the Underwriting Agreement in
full). The Debentures are a series of the Company’s Securities as referred to in Section 301 of the Base Indenture. 
 All acts
and requirements necessary to make this First Supplemental Indenture a legal, valid and binding obligation of the Company have been done. 

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE 

W I T N E S S E T H: 

For and in consideration of the premises and the issuance of the series of Securities provided for herein, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Securities of such series, as follows: 
 ARTICLE I 

APPLICATION OF FIRST SUPPLEMENTAL INDENTURE; DEFINITIONS 

Section 1.1 APPLICATION OF FIRST SUPPLEMENTAL INDENTURE. Notwithstanding any other provision of this First Supplemental Indenture,
all provisions of this First Supplemental Indenture are expressly and solely for the benefit of the Holders of the Debentures and any such provisions shall not be deemed to apply to any other Securities issued under the Base Indenture and shall not
be deemed to amend, modify or 







 
supplement the Base Indenture for any purpose other than with respect to the Debentures. This First Supplemental Indenture constitutes an integral part of the Base Indenture. This First
Supplemental Indenture supplements and, to the extent inconsistent therewith, replaces the terms of the Base Indenture with respect only to the Debentures. Unless otherwise expressly specified, references in this First Supplemental Indenture to
specific Article numbers or Section numbers refer to Articles and Sections contained in this First Supplemental Indenture as they amend or supplement the Base Indenture, and not the Base Indenture or any other document. 

Section 1.2 DEFINITIONS. For purposes of this First Supplemental Indenture, all capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Base Indenture, as amended hereby. 
 For the benefit of the Holders of the
Debentures, Section 101 of the Base Indenture shall be amended by adding the following new definitions: 
 “Base
Indenture” has the meaning specified in the recitals hereto. 
 “Business Day” means any day which is not a
Saturday, a Sunday, a legal holiday in New York, New York or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated by law to close. 

“Capital Event” means the receipt by the Company of an opinion of independent bank regulatory counsel to the effect that, as
a result of (a) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for us or
(b) any official administrative pronouncement 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 original
issuance of the Debentures, the Debentures do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 capital (or its then equivalent if we are subject to such capital requirement) for purposes of capital adequacy
guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction over bank holding companies), as then in effect and applicable to us. 

“Claim” has the meaning stated in Section 101(5) of Title 11 of the United States Code, as now or hereafter in effect.

 “Debentures” has the meaning specified in the recitals hereto. 

“Depository” has the meaning specified in Section 2.2. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

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

“First Supplemental Indenture” has the meaning specified in the preamble hereto. 

“General Obligations” means all of the Company’s obligations to pay Claims of general creditors, other than obligations
on the debentures and our indebtedness for money borrowed ranking equally or subordinate to the debentures. Notwithstanding the foregoing, if the Federal Reserve (or other competent regulatory agency or authority) promulgates any rule or issues any
interpretation that defines general creditor(s) the main purpose of which is to establish a criteria for determining whether the subordinated debt of a bank holding company is to be included in its capital, then the term “General
Obligations” will mean obligations to general creditors as described in that rule or interpretation. 
 “Global
Debenture” has the meaning specified in Section 2.2. 
 “Indenture” has the meaning specified in the recitals
hereto. 

  
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 “interest,” when used with respect to the Debentures, includes interest accruing
on the Debentures, interest on deferred interest payments and other unpaid amounts and compounded interest, as applicable and in each case to the extent permitted by applicable law. 

“Interest Payment Date” means each July 1, October 1, January 1 and April 1, beginning
October 1, 2016. 
 “Investment Company Event” means the Company becoming required to register as an investment
company pursuant to the Investment Company Act of 1940, as amended. 
 “Junior Subordinated Payment” has the meaning
specified in Section 4.4. 
 “Principal Subsidiary Bank” means (i) any bank subsidiary the consolidated assets of
which constitute 25% or more of the Company’s consolidated assets and (ii) any other bank subsidiary designated as a “Principal Subsidiary Bank” by the Company’s Board of Directors; provided that if the Federal
Reserve notifies us that any bank subsidiary that is a Principal Subsidiary Bank applying the tests in clause (i) or (ii) above does not qualify as a “major subsidiary depository institution” within the requirements of the
Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, such bank subsidiary will not be a principal subsidiary bank from and after the time the Company receives from the Federal Reserve such a notice. 

“Proceeding” has the meaning specified in Section 4.4. 

“Senior Indebtedness” shall mean principal of (and premium, if any) and interest, if any, on, and any other payment due
pursuant to, any of the following: 
 (a) the Company’s obligations for money borrowed; 

(b) indebtedness evidenced by bonds, debentures, notes or similar instruments; 

(c) similar obligations arising from off-balance sheet guarantees and direct credit substitutes; 

(d) reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar facilities; 

(e) obligations issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business); 
 (f) capital lease obligations; 

(g) obligations associated with derivative products including but not limited to securities contracts, foreign currency exchange contracts,
swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity
option contracts and similar financial instruments; 
 (h) debt of others described in the preceding clauses that the Company has guaranteed
or for which the Company is otherwise liable; 
 (i) any deferrals, renewals or extensions of Senior Indebtedness; and 

(j) General Obligations. 
 unless, in any case,
in the instrument creating or evidencing any such indebtedness or obligation, or pursuant to which the same is outstanding, it is expressly provided that such indebtedness or obligation is not superior in right of payment to the Debentures or to
other debt that is pari passu with or subordinate to the Debentures. 

  
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 Senior Indebtedness shall not include: 

(a) indebtedness owed by the Company to Western Alliance Bank or other subsidiaries; or 

(b) any indebtedness the terms of which expressly provide that such indebtedness ranks equally with, or junior to, the Debentures, including
guarantees of such indebtedness. 
 “Tax Event” means the receipt by the Company of an opinion of independent tax counsel
to the effect that 
 (a) an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any
regulation thereunder, of the United States or any of its political subdivisions or taxing authorities, 
 (b) a judicial decision,
administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation,

 (c) an amendment to or change in any official position with respect to, or any interpretation of, an administrative or judicial action or
a law or regulation of the United States that differs from the previously generally accepted position or interpretation, or 
 (d) a
threatened challenge asserted in writing in connection with an audit of our federal income tax returns or positions or a similar audit of any of our subsidiaries or a publicly known threatened challenge asserted in writing against any other taxpayer
that has raised capital through the issuance of securities that are substantially similar to the Debentures, in each case, occurring or becoming publicly known on or after June 16, 2016, resulting in more than an insubstantial risk that the
interest payable on the Debentures is not, or within 90 days of receipt of such opinion of tax counsel, will not be, deductible by us, in whole or in part, for U.S. federal income tax purposes. 

“Underwriters” means Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, FIG Partners, LLC, Jefferies LLC, Piper
Jaffray & Co. and DA Davidson & Co. 
 “Underwriting Agreement” means the Underwriting Agreement, dated
June 9, 2016, entered into by the Company and the Underwriters in connection with the sale of the Debentures. 
 ARTICLE II 

THE SERIES OF DEBENTURES 

Section 2.1 TITLE. There shall be a series of Securities designated the “6.25% Subordinated Debentures due 2056.” 

Section 2.2 GLOBAL FORM. The Debentures shall be issued initially in the form of fully registered global Securities (the
“Global Debentures”) in substantially the form attached as EXHIBIT A hereto, which shall be deposited on behalf of the purchasers of the Debentures represented thereby with The Depository Trust Company, New York, New York (the
“Depository”) and registered in the name of Cede & Co., the Depositary’s nominee, duly executed by the Company, authenticated by the Trustee. 

Section 2.3 LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The aggregate principal amount of the Debentures shall initially be limited
to $175,000,000 (or up to $200,000,000 aggregate principal amount if the Underwriters exercise their over-allotment option to purchase additional Debentures granted pursuant to the Underwriting Agreement in full) (except for Debentures authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debentures of such series pursuant to Section 304, Section 305, Section 306, Section 905 or Section 1107 of the Base Indenture). The
Company may, from time to time, without the consent of the Holders of the Debentures, create and issue additional Securities having the same terms and conditions as the Debentures that are equal in rank to the Debentures as described in the related
prospectus 

  
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supplement and prospectus (or in all respects except for the issue date, the issue price and, if applicable, the first interest payment date and the initial interest accrual date). These
Securities will be consolidated and form a single series with the Debentures, provided, however, that a separate CUSIP, common code or ISIN, as applicable, will be issued for any additional Securities unless the additional Securities and the
Debentures are fungible for United States federal income tax purposes. 
 Section 2.4 REGISTRAR, PAYING AGENT AND PLACE OF
PAYMENT. The Company initially appoints the Trustee as Registrar and Paying Agent for the Debentures and the Corporate Trust Office of the Trustee be and hereby is designated as the Place of Payment where the Debentures may be presented or
surrendered for payment, where the Debentures may be surrendered for registration of transfer or exchange and where notices and demand to or upon the Company in respect of the Debentures and the Indenture. 

Section 2.5 PRINCIPAL PAYMENT DATE. The principal amount of the outstanding Debentures (together with any accrued and unpaid
interest) shall be payable in a single installment on July 1, 2056, which date shall be the Maturity of the outstanding Debentures. 

Section 2.6 INTEREST AND INTEREST RATES. The rate at which the Debentures shall bear interest shall be 6.25% per annum; the
date from which interest shall accrue on the Debentures shall be June 16, 2016, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Debentures shall be
July 1, October 1, January 1 and April 1 of each year, beginning October 1, 2016; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately
available funds, to the Persons in whose names the Debenture (or predecessor Debenture) is registered (which shall initially be the Depository) at the close of business on the Regular Record Date for such interest, which shall be
June 15, September 15, December 15 and March 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. However, interest paid on the Maturity Date or a Redemption Date will be
payable to the Person to whom the principal will be payable. Interest shall be computed on the basis of a 360 day year comprised of twelve 30-day months. For so long as the Debentures are represented in global form by one or more Global Securities,
all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the Depository or its nominee, as the case may be, as the registered owner of the Global Debenture representing such
Debentures. In the event that definitive Debentures shall have been issued, all payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the accounts of the registered Holders thereof;
provided, that the Company may at its option pay interest by check to the registered address of each Holder of a definitive Debenture. 

Section 2.7 SINKING FUND. The Company has no obligation to redeem or purchase any Debentures pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the option of a Holder thereof. 
 ARTICLE III 

REDEMPTION OF SECURITIES 

Section 3.1 REDEMPTION AT THE OPTION OF THE COMPANY. The provisions of Article Eleven of the Base Indenture, as supplemented by
the provisions of this First Supplemental Indenture, shall apply to the Debentures. 
 The Company may redeem the Debentures: 

(a) in whole at any time, or in part from time to time, in increments of $25 principal amount, on or after July 1, 2021, at a Redemption
Price equal to 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to, but not including, the Redemption Date; if the Company redeems only a portion of the Debentures on any Redemption Date, the Company may
subsequently redeem additional Debentures; 

  
 5 








 (b) in whole, but not in part, at any time prior to July 1, 2021, upon the occurrence of a
Tax Event, at a Redemption Price equal to 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to, but not including, the Redemption Date; 

(c) in whole, but not in part, at any time prior to July 1, 2021, upon the occurrence of a Capital Event, at a Redemption Price equal to
100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to, but not including, the Redemption Date; or 

(d) in whole, but not in part, at any time prior to July 1, 2021, upon the occurrence of an Investment Company Event, at a Redemption
Price equal to 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest to, but not including, the Redemption Date, 

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Debentures to
be redeemed at its registered address, provided that the notice of redemption will be given no earlier than 90 days prior to the effective date of a Tax Event, Capital Event or Investment Company Event. Unless the Company defaults in payment of the
Redemption Price on the Debentures, on and after the Redemption Date, interest will cease to accrue on the Debentures or portions called for redemption. 

Section 3.2 REDEMPTION PROCEDURES. (a) If the Company gives a notice of redemption in respect of any Debentures, then prior
to the Redemption Date, the Company will: 
 (1) irrevocably deposit with the Trustee or a Paying Agent for the Debentures
funds sufficient to pay the applicable Redemption Price of, and (unless the Redemption Date is an Interest Payment Date) accrued interest (including compounded interest, if any) on, the debentures to be redeemed; and 

(2) give the Trustee or such Paying Agent, as applicable, irrevocable instructions and authority to pay the Redemption Price
to the Holders upon surrender of the Global Certificate or such other certificates as we may have issued evidencing the Debentures. 
 Notwithstanding the
above, interest payable on or prior to the Redemption Date for any Debentures called for redemption will be payable to the Holders of the Debentures on the relevant Record Dates for the related Interest Payment Dates. 

(b) Once notice of redemption has been given and funds deposited pursuant to Sections 3.1 and 3.2, then upon the date of the deposit, all
rights of the Holders of the Debentures so called for redemption will cease, except the right of the Holders of the Debentures to receive the Redemption Price and any interest payable in respect of the Debentures on or prior to the Redemption Date
and the Debentures will cease to be outstanding. In the event that any date fixed for redemption of Debentures is not a Business Day, then payment of the Redemption Price will be made on the next Business Day (without any interest or other payment
in connection with this delay) with the same force and effect as if made on the original date. In the event that payment of the Redemption Price in respect of Debentures called for redemption is not paid by us, interest on the Debentures will
continue to accrue at the then applicable rate from the Redemption Date originally established by us for the Debentures to the date the Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption
for purposes of calculating the Redemption Price. 
 (c) If less than all of the Debentures are to be redeemed, the particular Debentures to
be redeemed will be determined, in the case of global securities, in accordance with the procedures of the Depositary and, in the case of definitive debt securities, by the Trustee by such method as in its sole discretion it shall deem appropriate
and fair, provided that the unredeemed portion of the principal amount of any Debenture shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Debenture. The Trustee will promptly notify us
in writing of the Debentures selected for redemption and, in the case of any Debentures selected for partial redemption, the principal amount thereof to be redeemed. 

  
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 (d) The Company may not redeem the Debentures in part if the principal amount has been
accelerated and such acceleration has not been rescinded or unless all accrued and unpaid interest has been paid in full on all outstanding Debentures for all interest payment periods terminating on or before the Redemption Date. 

ARTICLE IV 
 SUBORDINATION 

Section 4.1 AGREEMENT TO SUBORDINATE. With respect to the Debentures, Article Sixteen of the Base Indenture will be replaced in
its entirety with this Article IV. 
 The Company covenants and agrees, and each Holder of Debentures issued under the Indenture likewise
covenants and agrees, that the Debentures shall be issued subject to the provisions of this Article IV; and each Holder of a Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions. 
 The payment by the Company of the principal of and interest on the Debentures shall be expressly subordinated, to the extent
and in the manner set forth in this Article IV, to the prior payment in full of all Senior Indebtedness. 
 No provision of this Article IV
shall prevent the occurrence of any Event of Default with respect to the Debentures or any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default with respect to the Debentures. 

Section 4.2 DEFAULT ON SENIOR INDEBTEDNESS. Unless Section 4.3 shall be applicable, in the event and during the continuation
of any default by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been or would be permitted upon notice or the passage
of time to be accelerated because of a default, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, then no payment or distribution
of any kind or character, whether in cash, securities or other property shall be made by the Company with respect to the principal (including redemption payments) of or premium, if any, or interest on the Debentures or on account of the purchase or
other acquisition of Debentures by the Company or any Subsidiary, in each case unless and until all amounts due or to become due on such Senior Indebtedness are paid in full in cash or other consideration satisfactory to the holders of such Senior
Indebtedness. 
 In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or a Holder of any Debenture
when such payment is prohibited by the preceding paragraph of this Section 3.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness
(or their representative or representatives or a trustee) notify the Trustee in writing, within 90 days of such payment. 
 Section 4.3
PRIOR PAYMENT TO SENIOR INDEBTEDNESS UPON ACCELERATION OF DEBENTURES. In the event that any Debentures are declared due and payable before their Stated Maturity, then no payment or distribution of any kind or character, whether in cash,
properties or securities shall be made by the Company on account of the principal (including redemption payments) of, or premium, if any, or interest on the Debentures or on account of the purchase or other acquisition of Debentures by the Company
or any Subsidiary, until all amounts due on or in respect of Senior Indebtedness outstanding at the time of such acceleration shall have been paid in full to the holders of such Senior Indebtedness in cash or other consideration satisfactory to the
holders of such Senior Indebtedness, or provision shall have been made for such payment. 

  
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 In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or
the Holder of any Debenture prohibited by the foregoing provisions of this Section 4.3, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness
(or their representative or representatives or a trustee) notify the Trustee in writing, within 90 days of such payment. 
 The provisions
of this Section 4.3 shall not apply to any payment with respect to which Section 4.4 would be applicable. 
 Section 4.4
LIQUIDATION; DISSOLUTION; BANKRUPTCY. In the case of the pendency of any receivership, insolvency, dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or any other marshaling of assets or liabilities
of the Company or other similar judicial proceeding relative to the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings (each such event, if any herein sometimes referred to as a
“Proceeding”), then the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on such Senior Indebtedness, or provision shall be made for such payment in cash, securities or other
property or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Debentures are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, securities or other
property (including any payment or distribution which may be payable or deliverable by reason of the payment of any other debt of the Company subordinated to the payment of the Debentures, such payment or distribution being hereinafter referred to
as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest on the Debentures or on account of the purchase or other acquisition of Debentures by the Company or any Subsidiary, and to that end the
holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, securities, or other property, including any Junior Subordinated Payment,
which may be payable or deliverable in respect of the Debentures in any such Proceeding. 
 In the event that, notwithstanding the foregoing
provisions of this Section 4.4, the Trustee or the Holders of any Debenture shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior
Subordinated Payment, before all amounts due or to become due on all Senior Indebtedness are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and
if such fact shall, at or prior to the time of such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then in such event such payment or distribution shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all amounts due or to
become due on all Senior Indebtedness remaining unpaid, to the extent necessary to pay all amounts due or to become due on all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior
Indebtedness. 
 For purposes of this Article IV, the words “cash, securities or other property” shall not be deemed (so long as
the effect of any exclusion employing this definition is not to cause the Debentures to be treated in any Proceeding as a part of the same class of claims as the Senior Indebtedness or any class of claims pari passu with, or senior to the
Senior Indebtedness) to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at
least to the extent provided in this Article IV with respect to the Debentures to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the
Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person
upon the terms and conditions provided for in Article Eight of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 4.4 if such other Person shall, as a part of such
consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article Eight of the Base Indenture and Article V hereof. 

  
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 Section 4.5 SUBROGATION. Subject to the payment in full of all amounts due or to
become due on all Senior Indebtedness to the extent provided herein or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the rights of the Holders of the
Debentures shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the
holders of all Indebtedness of the Company which by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Debentures are subordinated to the Senior Indebtedness and is entitled to like rights
of subrogation by reason of payments or distributions made to holders of such Senior Indebtedness) and to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property or securities of the Company, as
the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of such
Senior Indebtedness of any cash, securities or other property to which the Holders of the Debentures or the Trustee would be entitled except for the provisions of this Article IV, and no payment over pursuant to the provisions of this Article IV to
or for the benefit of the holders of such Senior Indebtedness by Holders of the Debentures or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the Holders of the Debentures, be
deemed to be a payment by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article IV are and are intended solely for the purposes of defining the relative rights of the Holders of the
Debentures, on the one hand, and the holders of such Senior Indebtedness on the other hand. 
 Nothing contained in this Article IV or
elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the Holders of the Debentures, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders of the Debentures and creditors of the Company, as the case may be, other than the holders of Senior Indebtedness of the Company, as the case may be, nor shall anything herein or therein prevent the
Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any, under this Article IV of the holders of such Senior Indebtedness in respect of
cash, securities or other property of the Company, as the case may be, received upon the exercise of any such remedy. 
 Section 4.6
TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of the Debentures by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article IV and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes. 

Section 4.7 NOTICE BY THE COMPANY. 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 of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article IV. Notwithstanding the provisions of this Article IV or any other
provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this
Article IV, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written
notice, the Trustee, subject to the provisions of this Article IV, shall be entitled in all respects to assume that no such facts exist; provided that if the Trustee shall not have received the notice provided for in this Section 4.7 at least
two Business Days prior to the date (i) upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Debenture), or (ii) moneys and/or U.S.
Government Obligations are deposited in trust pursuant to Article Ten of the Base Indenture then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and Government
Obligations of the United States of America and to apply the same to the purposes 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. 

  
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 The Trustee, subject to the provisions of Article Six of the Base Indenture, shall be entitled to
conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) to establish that such notice has been given
by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. 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 such Senior Indebtedness to participate in any payment or distribution pursuant to this Article IV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article IV, 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. 

Upon any payment or distribution of assets of the Company referred to in this Article IV, the Trustee and the Holders of the Debentures shall
be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Debentures, for
the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article IV. 
 Section 4.8 RIGHTS OF THE TRUSTEE; HOLDERS OF
SENIOR INDEBTEDNESS. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article IV in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. 
 With respect to the holders of
Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article IV, and no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and, subject to the provisions of Article Six of the Base Indenture, the Trustee
shall not be liable to any holder of Senior Indebtedness if it shall mistakenly or otherwise pay over or deliver to Holders of the Debentures, the Company or any other Person money or assets to which any holder of Senior Indebtedness shall be
entitled by virtue of this Article IV or otherwise. 
 Nothing in this Article IV shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 606 of the Base Indenture. 
 Section 4.9 SUBORDINATION MAY NOT BE IMPAIRED. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of the Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. 

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

  
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 (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; 
 (c) release any Person liable in any manner for the collection of such Senior Indebtedness; and 

(d) exercise or refrain from exercising any rights against the Company and any other Person. 

Section 4.10 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 then be acting hereunder, the term “Trustee” as used in this Article IV shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its
meanings as fully and for all intents and purposes as if such Paying Agent were named in this article in addition to or in place of the Trustee. 

ARTICLE V 
 CONSOLIDATION, MERGER
AND SALES 
 Section 5.1 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. With respect to the Debentures, Article Eight of
the Base Indenture will be replaced in its entirety with this Article V. The Company may not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person, or, directly or indirectly,
sell, transfer or convey all or substantially all of its properties and assets to another Person or group of affiliated Persons, unless: 

(a) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the
Company is merged or to which all or substantially all of the properties and assets of the Company are sold, transferred or conveyed (the Company or such other Person being the “Surviving Person”), shall be organized and validly existing
under the laws of the United States, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the trustee, in form satisfactory to the trustee, all the obligations of
the Company under the debentures and the Indenture; 
 (b) immediately after giving effect to such transaction and the assumption of the
obligations as set forth in the preceding bullet point, no event of default, default or any event that is, or after notice or passage of time or both, would be, a default or 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, sale, transfer or conveyance and such supplemental indenture, if any, comply with the applicable provisions of the Indenture and that all conditions precedent therein provided relating to such transaction have been satisfied. 

Section 5.2 SUCCESSOR PERSON SUBSTITUTED FOR COMPANY. Upon any consolidation by the Company with or merger of the Company into any
other Person or any sale, assignment, transfer, lease or conveyance of all or substantially all of the properties and assets of the Company to any Person in accordance with Section 5.1, the successor Person formed by such consolidation or into
which the Company is merged or to which such sale, assignment, transfer, lease or other conveyance 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 thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Indenture and the Debentures. 

  
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 ARTICLE VI 

EVENTS OF DEFAULT 

Section 6.1 EVENTS OF DEFAULT. (a) Clauses (1) through (4), (7) and (8) of Section 501, in its entirety,
of the Base Indenture shall not apply to the Debentures. Clauses (5) and (6) of Section 501 of the Base Indenture relating to the Company or a Principal Subsidiary Bank shall apply to the Debentures. 

(b) If an Event of Default specified in Clause (5) or (6) of Section 501 of the Base Indenture relating to the Company or a
Principal Subsidiary Bank occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Debentures may declare the principal of all the Debentures, and accrued and unpaid
interest, if any, thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration, such principal and such accrued and unpaid interest shall become
immediately due and payable. At any time after the Debentures have been accelerated and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in Section 503 of the Base Indenture, the Holders of
not less than a majority in aggregate principal amount of the outstanding Debentures, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences in accordance with Clauses (1) and (2) of
Section 502 of the Base Indenture. 
 (c) The Trustee shall provide to the Holders of the Debentures notice of any Event of Default or
default with respect to the Debentures within 90 days after the actual knowledge of a Responsible Officer of the Trustee of such Event of Default or default. However, except in the case of a default in payment on the Debentures, the Trustee will be
protected in withholding the notice if one of its Responsible Officers determines that withholding of the notice is in the interest of such Holders. 

(d) The Trustee shall have no right or obligation under the Indenture or otherwise to exercise any remedies on behalf of any Holders of the
Debentures pursuant to the Indenture in connection with any default, unless such remedies are available under the Indenture and the Trustee is directed to exercise such remedies pursuant to and subject to the conditions of Section 512 of the
Base Indenture, provided, however, in the case of a default in the payment of principal of or interest on the Debentures, including any compound interest, the Holder of a Debenture may, or, if directed by the Holders of a majority in principal
amount of the Debentures, the Trustee will, subject to the conditions set forth in the Indenture, demand payment of the amount then due and payable and may institute legal proceedings for the collection of such amount if the Company fails to make
payment thereof upon demand; and, provided, further, that this provision shall not affect the rights of the Trustee with respect to any Events of Default as set forth in clause (b) of this Section 6.1 that may occur with respect to the
Debentures. In connection with any such exercise of remedies the Trustee shall be entitled to the same immunities and protections and remedial rights (other than acceleration) as if such default were an Event of Default. 

(e) For purposes of this Section 6.1, the term “default” means any of the following events: 

(i) failure to pay interest on the Debentures for 30 days after the payment is due; 

(ii) failure to pay the principal of or premium, if any, on the Debentures when due; 

or 
 (iii) failure
to perform any other covenant or warranty in the Indenture that applies to the Debentures for 90 days after the Company has received written notice of the failure to perform in the manner specified in the Indenture. 

  
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 ARTICLE VII 

DEFEASANCE AND COVENANT DEFEASANCE 

Section 7.1 DEFEASANCE. With respect to the Debentures, Section 402(4) of the Base Indenture will be replaced in its entirety
with this Section 7.1. The following shall be the conditions to application of clause (2) of Section 402 of the Base Indenture to the Debentures: 

(a) The Company must irrevocably deposit in trust for the benefit of all Holders, a combination of Dollars or U.S. Government Obligations that
will generate enough cash to make interest, principal and any other payments on the Debentures on their applicable due dates; 
 (b) There
must be a change in current federal tax law or an Internal Revenue Service ruling that lets the Company make the above deposit without causing Holders to be taxed on the Debentures any differently than if the Company did not make the deposit; and

 (c) The Company must deliver an opinion of counsel to the Trustee to the effect that the Holders of the Debentures will have no federal
income tax consequences as a result of such deposit and termination. 
 Section 7.2 COVENANT DEFEASANCE. Clause (3) of
Section 402 of the Base Indenture shall not be applicable with respect to the Debentures. 
 ARTICLE VIII 

MODIFICATION AND WAIVER 

Section 8.1 With respect to the Debentures, Sections 901 and 902 of the Base Indenture will be replaced in their entirety with Sections
8.2 and 8.3, respectively, of this First Supplemental Indenture. 
 Section 8.2 MODIFICATION WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders, the Company and the Trustee, at any time and from time to time, may amend the Indenture for any of the following purposes: 

(a) to evidence the succession of another Person to the Company pursuant to Article V; 

(b) to add to the covenants of the Company for the benefit of the Holders of the Debentures or to surrender any right or power herein conferred
upon the Company; 
 (c) to add any additional Events of Default or defaults; 

(d) to secure the Debentures; 

(e) to evidence and provide for a successor Trustee; 

(f) to cure any ambiguity, or to correct or supplement any provision therein which may be defective or inconsistent with any other provision
therein; or 
 (g) to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action
shall not adversely affect the interests of the Holders of the Debentures. 
 Section 8.3 MODIFICATION WITH CONSENT OF HOLDERS.
With the consent of the Holders of not less than a majority in principal amount of the Debentures (including consents obtained in connection with a tender offer or exchange offer for the Debentures), the Company and the Trustee may amend the
Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Debentures; provided, however, that no such
amendment shall, without the consent of the Holder of each Debenture affected thereby, 

  
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 (a) change the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Debenture, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which, any Debenture or any
premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date), or adversely affect any
rights of the Holders of the Debentures to require the Company to repay, repurchase or redeem the Debentures, 
 (b) reduce the percentage in
principal amount of the Debentures, 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 the Indenture or certain defaults
thereunder and their consequences, 
 (c) modify any of the provisions relating to approval of amendments or waivers, except to increase any
such percentage, or 
 (d) change any obligation of the Company to maintain an office or agency. 

ARTICLE IX 
 MISCELLANEOUS
PROVISIONS 
 Section 9.1 TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made by the Company and not by
the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture. 

Section 9.2 PAYMENT OF EXPENSES UPON RESIGNATION OR REMOVAL. Upon termination of this First Supplemental Indenture or the Base
Indenture or the removal or resignation of the Trustee, unless otherwise stated, the Company shall pay to the Trustee all amounts then due upon such termination, removal or resignation. 

Section 9.3 ADOPTION, RATIFICATION AND CONFIRMATION. The Base Indenture, as supplemented and amended by this First Supplemental
Indenture, is in all respects hereby adopted, ratified and confirmed. The Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this First Supplemental
Indenture supersede any conflicting provisions included in the Base Indenture unless not permitted by law. 
 Section 9.4
COUNTERPARTS. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 

Section 9.5 GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE AND EACH DEBENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 

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

			
	WESTERN ALLIANCE BANCORPORATION
		
	By:	 	 /s/ Randall S. Theisen

		 	Name: Randall S. Theisen
		 	Title: EVP and General Counsel
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Manjari Purkayastha

		 	Name: Manjari Purkayastha
		 	Title: Vice President









 Exhibit A 

(FORM OF FACE OF DEBENTURE) 
 THIS DEBENTURE IS
NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL OR OTHER GOVERNMENTAL AGENCY. 
 THIS DEBENTURE IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY 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, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  

			
	Certificate No. A	  	$175,000,000
	Dated: June 16, 2016	  	CUSIP number: 957638 208

 WESTERN ALLIANCE BANCORPORATION 

6.25% Subordinated Debentures due 2056 
 Western
Alliance Bancorporation, a Delaware corporation (hereinafter called the “Company,” which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of $175,000,000 United States Dollars, subject to increase or decrease as set forth in the attached Schedule, on July 1, 2056 and to pay interest thereon from June 16, 2016 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on July 1, October 1, January 1 and April 1 in each year (each an “Interest Payment Date”), beginning
October 1, 2016 at the rate of 6.25% per annum, until the principal hereof is paid or duly made available for payment. The interest so payable and punctually paid or duly provided for on any Interest Payment Date shall, as provided in such
Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
June 15, September 15, December 15 or March 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. However, interest paid on the Maturity or a Redemption Date shall be paid to
the Person to whom the principal will be payable. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder hereof on the relevant Regular
Record Date by virtue of having been such Holder, and may be paid to the Person in whose name this Debenture (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 the Debentures not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 







 Payment of the principal of (and premium, if any) and the interest and Additional Amounts on this Debenture shall
be made at the designated office of the Trustee, in such currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided that for so long as the Debentures are represented in
global form by one or more Global Securities, all payments of principal (and premium, if any) and interest and Additional Amounts shall be made by wire transfer of immediately available funds to the Depositary or its nominee, as the case may be, as
the registered owner of the Global Security representing such Debentures. In the event that definitive Debentures shall have been issued, all payments of principal (and premium, if any) and interest and Additional Amounts shall be made by wire
transfer of immediately available funds to the accounts of the registered Holders thereof at an account maintained within the United States; provided, that the Company may at its option pay interest by check to the registered address of each Holder
of a definitive Debenture. 
 This Debenture is one of the duly authorized series of Securities of the Company, designated as the Company’s “6.25%
Subordinated Debentures due 2056”, initially limited to an aggregate principal amount of $175,000,000, all issued or to be issued under and pursuant to an Indenture (the “Base Indenture”), dated as of June 16, 2016,
between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (hereinafter referred to as the “Trustee”), as supplemented by the Supplemental Indenture thereto, dated as of June 16, 2016 (the
“Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Reference is hereby made to the Indenture for a description of the respective rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures. 

The Debentures will be unsecured obligations of the Company and will be subordinated to all Senior Indebtedness of the Company in the manner set forth in the
Indenture. 
 On or after July 1, 2021, the Company may redeem the Debentures, in whole at any time or in part from time to time, at their principal
amount plus accrued and unpaid interest to, but excluding, the date of redemption. Any early redemption of the Debentures will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then
required under applicable laws or regulations, including capital regulations. 
 The debentures will be redeemable in whole prior to July 1, 2021 if
(i) a Tax Event has occurred, (ii) a Capital Event occurs which precludes the debentures from being recognized as Tier 2 capital, or (iii) we are required to register as an investment company under the Investment Company Act of 1940,
as amended. 
 Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Debentures to
be redeemed, provided that the notice of redemption will be given within 90 days of the effective date of a Tax Event, Capital Event or Investment Company Event. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities
at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any 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 Debenture
shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture 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 Debenture. 
 No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the
right of the Holder of this Debenture, which is absolute and unconditional, to receive payment of the principal of and, subject to certain qualifications in the Indenture, interest and Additional Amounts on this Debenture at the times herein and in
the Indenture prescribed and to institute suit for the enforcement of any such payment unless the Holder of this Debenture shall have consented to the impairment of such right. 







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

The Debentures are issuable only in registered form without coupons in denominations of $25 and multiples of $25 in excess thereof. 

No service charge shall be made for any such registration of transfer or for exchange of this Debenture, 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 registration of transfer or exchange of a Debenture, other than in certain cases provided in the Indenture. 

Prior to due presentment of this Debenture 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 Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Debentures (subject to certain
exceptions) or (ii) the Company may be released from its obligations under specified covenants and agreements in the Indenture, in each case if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations sufficient to
pay and discharge the entire indebtedness on all Debentures of this series, and satisfies certain other conditions, all as more fully provided in the Indenture. 

This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws rules of such
state. 
 Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature of
one of its authorized signatories, this Debenture shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose. 
 IN
WITNESS WHEREOF, the Company has caused this instrument to be executed. 
  

			
	 WESTERN ALLIANCE BANCORPORATION

		
	By:	 	 /s/ Dale Gibbons

		 	Name: Dale Gibbons
		 	Title: EVP and Chief Financial Officer









 CERTIFICATE OF AUTHENTICATION 

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

Dated: June 16, 2016 
  

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

		
	By:	 	 /s/ Manjari Purkayastha

		 	Name: Manjari Purkayastha
		 	Title: Authorized Signatory









 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 

 
  

(Please print or typewrite name and address including postal zip code of Assignee) 

the Debentures of WESTERN ALLIANCE BANCORPORATION referenced in this certificate and does hereby irrevocably constitute and
appoint                         attorney to transfer the said Debenture on the books of the Company, with full power of
substitution in the premises. 
  

							
	Dated:	  	  
	  		  	  

		  		  		  	(Signature)

 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in
every particular, without alteration or enlargement or any change whatever. 







 Western Alliance Bancorporation 

6.25% Subordinated Debentures due 2056 
 No: 1 

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL DEBENTURE 

The following increases or decreases in this Global Debenture have been made: 
  

									
	 Date
	  	Amount of
decrease in
Principal
Amount of this
Global
Debenture	  	Amount of
increase in
Principal
Amount of this
Global
Debenture	  	Principal
Amount of this
Global
Debenture
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Securities
Custodian