Common use of Exchange and Registration of Transfer of Debt Securities Clause in Contracts

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company for such purpose in the City and State of New York, as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency, a register in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by the Company, shall register Debt Securities and shall register the transfer of Debt Securities as provided in this Article Two. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the transfer of (a) any Debt Securities for a period of fifteen days next preceding any selection of Debt Securities to be redeemed, or (b) any Debt Securities selected, called or being called for redemption.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.2, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII provided. Such The Debt Security register Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.2, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such the principal corporate trust office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.2, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.2, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company and the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executed, executed by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next preceding any the date of selection of Debt Securities for redemption. Notwithstanding anything herein to be redeemedthe contrary, or (b) any Debt Securities selectedmay not be transferred except in compliance with the restricted securities legend set forth below (the "Restrictive Securities Legend"), called or being called for redemptionunless otherwise determined by the Company, upon the advice of counsel expert in securities law, in accordance with applicable law: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (C) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same such series and date of maturity that are of other authorized denominations. Debt Securities to be exchanged shall be surrendered at the any office or agency to be maintained by the Company for such purpose in by the City and State of New YorkCompany, as provided in Section 5.02, and the Company shall execute, execute and the Trustee shall authenticate and deliver in exchange therefor, therefore the Debt Security or Debt Securities that of authorized denominations which the Debt Securityholder Security Holder making the exchange shall be entitled to receive. The Each agent of the Company or any appointed pursuant to Section 5.02 as a person authorized to register and register transfer of Debt Securities is sometimes herein referred to as a “Debt Security registrar appointed by the Registrar.” The Company shall keep, at said each such office or agencyagency of the Company maintained for such purpose, as provided in Section 5.02, a register for each series of Debt Securities hereunder (the registers of all Debt Security Registrars being herein sometimes collectively referred to as the “Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register registration of Debt Securities and shall register the transfer of Debt Securities as provided in this Article TwoThree. Such At all reasonable times, such Debt Security register Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee and any Debt Security Registrar other than the Trustee. Upon due presentment for registration of transfer of any Debt Security at any such office or agency, the Company shall execute, execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity authorized denominations for an equal aggregate principal amount. Registration or registration of transfer of any Debt Security by any Debt Security Registrar in the registry books maintained by such Debt Security Registrar, and delivery of such Debt Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company hereby appoints will at all times designate one Person (who may be the Company and who need not be a Debt Security Registrar) to act as repository of a master list of names and addresses of Holders of the Debt Securities. The Trustee shall act as such repository unless and until some other Person is, by written notice from the Company to the Trustee to be and each Debt Security Registrar, designated by the Company to act as such. The Company shall cause each Debt Security Registrar to furnish to such repository, on a current basis, such information as such repository may reasonably request as to registrations, transfers, exchanges and other transactions effected by such registrar, but reserves the right as may be necessary or advisable to change the enable such repository to maintain such master list on as current a basis as is reasonably practicable. No Person shall at any time be appointed as or act as a Debt Security registrar or Registrar unless such Person is at such time empowered under applicable law to itself act as Debt Security registrarsuch and duly registered to act as such under and to the extent required by applicable law and regulations. All Debt Securities presented to a Debt Security Registrar for registration of transfer, exchange, redemption or payment transfer shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any and such Debt Security registrar appointed Registrar duly executed by the Company) duly executed, by the holder registered Holder or his such Holder’s attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to issue, exchange or register the a transfer of (a) any Debt Securities of any series for a period of fifteen 15 days next preceding any selection the date of a notice of redemption of Debt Securities to be redeemedof such series and ending at the close of business on the date of a notice of redemption of Debt Securities of such series so selected for redemption, or (b) any Debt Securities selected, called or being called for redemptionredemption except, in the case of any Debt Security to be redeemed in part, the portion thereof not so to be redeemed. All Debt Securities issued in exchange for or upon registration of transfer of Debt Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities surrendered for such exchange or registration of transfer. None of the Trustee, any agent of the Trustee, any paying agent or the Company will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Debt Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.02, a register (the “Debt Security Register”) for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor, the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such the Principal Office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company and either the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his such holder’s attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewiththerewith other than exchanges pursuant to Section 2.07, Section 9.04 or Section 10.04 not involving any transfer. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a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’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Exchange and Registration of Transfer of Debt Securities. Subject to Section 2.03(14), Debt Securities of any series may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be maintained by the Company for such purpose in the City and State of New York, as provided in Section 5.023.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor, therefor the Debt Security or Debt Securities that which the Debt Securityholder making the exchange shall be entitled to receive. The Company or Subject to Section 2.03(14), upon due presentment for registration of transfer of any Debt Security registrar appointed by of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall keepexecute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company shall cause to be kept, at said the office or agencyagency maintained for the purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the "Debt Security Register") for each series of Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoTwo provided. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company and the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next preceding any the date of selection of Debt Securities to be redeemedof such series for redemption, or (b) any Debt Securities of any series selected, called or being called for redemptionredemption in whole or in part, except in the case of any Debt Securities of any series to be redeemed in part, the portion thereof not so to be redeemed.

Exchange and Registration of Transfer of Debt Securities. Registered Debt Securities of any series (other than a Registered Global Debt Security, except as set forth below) may be exchanged for an equal a like aggregate principal amount of Registered Debt Securities of the same series and date of maturity of other authorized denominations. Unregistered Debt Securities will not be issuable in exchange for Registered Debt Securities. Unregistered Debt Securities of any series (with all unmatured Coupons, if any, and all matured Coupons, if any, then in default, attached thereto) may be exchanged for Registered Debt Securities of the same series, tenor and terms of any authorized denominations and in an equal aggregate principal amount. Unregistered Debt Securities surrendered in exchange for Registered Debt Securities after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such office on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the Coupon relating to such date for payment of interest. Debt Securities to be exchanged pursuant to the preceding two paragraphs shall be surrendered surrendered, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Company for such purpose in the Borough of Manhattan, The City and State of New York, York in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as provided may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 5.024.02, and the Company shall execute, execute and register and the Trustee shall authenticate and deliver in exchange therefor, therefor the Debt Security or Debt Securities that which the Holder making the exchange shall be entitled to receive. Each Person designated by the Company pursuant to the provisions of Section 4.02 as a Person authorized to register and register transfer of the Debt Securityholder Securities is sometimes herein referred to as a "Debt Security registrar." Unregistered Debt Securities in definitive form of any series will be exchangeable for Unregistered Debt Securities in definitive form of the same series in other authorized denominations, in an equal aggregate principal amount. Unregistered Debt Securities to be so exchanged shall be surrendered, at the option of the holders thereof, either at the office or agency designated and maintained by the Company for such purpose outside the United States in accordance with the provisions of Section 4.02, or at the office of any agent appointed by the Company to perform such service, and the Company shall execute and the Trustee shall authenticate and deliver, or cause to be authenticated and delivered, in exchange therefor the Unregistered Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said each such office or agency, a register for each series of Registered Debt Securities issued hereunder (the registers of all Debt Security registrars being herein sometimes collectively referred to as the "Debt Security register" or the "registry books of the Company") in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by the Company, Company shall register Registered Debt Securities and shall register the transfer of Registered Debt Securities as provided in this Article Two. Such The Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If At all reasonable times the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee and any Debt Security registrar other than the Trustee. Upon due presentment for registration of transfer of any Registered Debt Security of any series at such any designated office or agency, the Company shall execute, execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees, transferees a new Registered Debt Security or Registered Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Registration or registration of transfer of any Registered Debt Security by any Debt Security registrar in the registry books of the Company hereby appoints the Trustee to be maintained by such Debt Security registrar, but reserves and delivery of such Registered Debt Security, duly authenticated, shall be deemed to complete the right registration or registration of transfer of such Registered Debt Security. The Company will at all times designate one Person (who may be the Company and who need not be a Debt Security registrar) to change act as repository of a master list of names and addresses of the holders of the Registered Debt Securities. The Company shall act as such repository unless and until some other Person is, by written notice from the Company to the Trustee and each Debt Security registrar, designated by the Company to act as such. The Company shall cause each Debt Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable. No Person shall at any time be designated as or to itself act as a Debt Security registrarregistrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Registered Debt Securities presented for registration of transfer, transfer or for exchange, redemption redemption, repayment or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (or exchange in form satisfactory to the Company or any Debt Security registrar appointed by and the Company) Trustee duly executedexecuted by, by the holder Holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required (i) to exchange or issue, register the transfer of (a) any or exchange Debt Securities to be redeemed for a period of fifteen calendar days next preceding any selection the first publication of the relevant notice of redemption, or if Registered Debt Securities to be redeemedare Outstanding and there is no publication, the mailing of the relevant notice of redemption, or (bii) to register the transfer of or exchange any Registered Debt Securities selected for redemption, in whole or in part, except the unredeemed portion of any such Registered Debt Securities being redeemed in part, or (iii) to exchange any Unregistered Debt Securities selected for redemption except that such Unregistered Debt Securities may be exchanged for Registered Debt Securities of like tenor, provided that such Registered Debt Securities shall be simultaneously surrendered for redemption or (iv) to register the transfer of or exchange any Debt Securities selectedsurrendered for optional repayment, called in whole or being called in part. Unregistered Debt Securities and any Coupons appertaining thereto will be transferable by delivery. Notwithstanding any other provision of this Section 2.06, unless and until it is exchanged in whole or in part for redemption.Debt Securities in definitive registered form, a Registered Global Debt Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary or the Common Depositary for such series to a nominee of such Depositary or Common Depositary or by a nominee of such Depositary or Common Depositary to such Depositary or Common Depositary or another nominee of such Depositary or Common Depositary or any such nominee to a successor Depositary or Common Depositary for such series or a nominee of such successor Depositary or Common Depositary. If at any time the Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any time the Depositary for Debt Securities of a series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary registered and in good standing as aforesaid with respect to the Debt Securities of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the Company will execute and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver Debt Securities of such Tranche in definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the aggregate principal amount of the Registered Global Debt Security or Debt Securities representing such Registered Debt Securities in exchange for such Registered Global Debt Security or Debt Securities. The Company may at any time and in its sole discretion, subject to the procedures of the Depositary, determine that Registered Debt Securities issued in the form of one or more Registered Global Debt Securities shall no longer be represented by a Registered Global Debt Security or Debt Securities. In such event the Company will execute and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Debt Securities, will authenticate and deliver Debt Securities of the same series in definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the aggregate principal amount of the Registered Global Debt Security or Debt Securities in exchange for such Registered Global Debt Security or Debt Securities. If specified by the Company pursuant to Section 2.02 with respect to Debt Securities represented by a Registered Global Debt Security, the Depositary for such Registered Global Debt Security may surrender such Registered Global Debt Security in exchange in whole or in part for Debt Securities of the same series in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge:

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of other authorized denominations of the same series Series, tenor and date of maturity of other authorized denominationsmaturity. Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company for such purpose in the City and State of New Yorkpurpose, as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder Holder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency, a register in which, subject to such reasonable regulations as it may prescribe, the Company, Company or any Debt Security registrar appointed by the Company, Company shall register Debt Securities and shall register the transfer of Debt Securities Securities, as provided in this Article Two. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee Trustee, it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series Series, tenor and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, by the holder Holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of or transfer of Debt Securities, but the Company, the Trustee Company or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the transfer of (a) any Debt Securities for a period of fifteen (15) days next preceding any selection of Debt Securities to be redeemed, or (b) any Debt Securities selected, called or being called for redemption.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same such series and date of maturity that are of other authorized denominations. Debt Securities to be exchanged shall be surrendered at the any office or agency to be maintained by the Company for such purpose in by the City and State of New YorkCompany, as provided in Section 5.02, and the Company shall execute, execute and the Trustee shall authenticate and deliver in exchange therefor, therefore the Debt Security or Debt Securities that of authorized denominations which the Debt Securityholder Security Holder making the exchange shall be entitled to receive. The Each agent of the Company or any appointed pursuant to Section 5.02 as a person authorized to register and register transfer of Debt Securities is sometimes herein referred to as a “Debt Security registrar appointed by the Registrar.” The Company shall keep, at said each such office or agencyagency of the Company maintained for such purpose, as provided in Section 5.02, a register for each series of Debt Securities hereunder (the registers of all Debt Security Registrars being herein sometimes collectively referred to as the “Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register registration of Debt Securities and shall register the transfer of Debt Securities as provided in this Article TwoThree. Such At all reasonable times, such Debt Security register Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee and any Debt Security Registrar other than the Trustee. The Holder transferring Debt Securities shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Upon due presentment for registration of transfer of any Debt Security at any such office or agency, the Company shall execute, execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity authorized denominations for an equal aggregate principal amount. Registration or registration of transfer of any Debt Security by any Debt Security Registrar in the registry books maintained by such Debt Security Registrar, and delivery of such Debt Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company hereby appoints will at all times designate one Person (who may be the Company and who need not be a Debt Security Registrar) to act as repository of a master list of names and addresses of Holders of the Debt Securities. The Trustee shall act as such repository unless and until some other Person is, by written notice from the Company to the Trustee to be and each Debt Security Registrar, designated by the Company to act as such. The Company shall cause each Debt Security Registrar to furnish to such repository, on a current basis, such information as such repository may reasonably request as to registrations, transfers, exchanges and other transactions effected by such registrar, but reserves the right as may be necessary or advisable to change the enable such repository to maintain such master list on as current a basis as is reasonably practicable. No Person shall at any time be appointed as or act as a Debt Security registrar or Registrar unless such Person is at such time empowered under applicable law to itself act as Debt Security registrarsuch and duly registered to act as such under and to the extent required by applicable law and regulations. All Debt Securities presented to a Debt Security Registrar for registration of transfer, exchange, redemption or payment transfer shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any and such Debt Security registrar appointed Registrar duly executed by the Company) duly executed, by the holder registered Holder or his such Holder’s attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to issue, exchange or register the a transfer of (a) any Debt Securities of any series for a period of fifteen 15 days next preceding any selection the sending of a notice of redemption of Debt Securities to be redeemedof such series and ending at the close of business on the day of the sending of a notice of redemption of Debt Securities of such series so selected for redemption, or (b) any Debt Securities selected, called or being called for redemptionredemption except, in the case of any Debt Security to be redeemed in part, the portion thereof not so to be redeemed. In addition, the Company shall not be required to register the transfer of or to exchange a Debt Security between a record date and the next succeeding Interest Payment Date. All Debt Securities issued in exchange for or upon registration of transfer of Debt Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities surrendered for such exchange or registration of transfer. None of the Trustee, any agent of the Trustee, any paying agent or the Company will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Debt Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same such series and date of maturity that are of other authorized denominations. Debt Securities to be exchanged shall be surrendered at the any office or agency to be maintained by the Company for such purpose in by the City and State of New YorkCompany, as provided in Section 5.02, and the Company shall execute, execute and the Trustee shall authenticate and deliver in exchange therefor, therefor the Debt Security or Debt Securities that of authorized denominations which the Debt Securityholder Holder making the exchange shall be entitled to receive. The Each agent of the Company or any appointed pursuant to Section 5.02 as a person authorized to register and register transfer of Debt Securities is sometimes herein referred to as a "Debt Security registrar appointed by the registrar." The Company shall keep, at said each such office or agencyagency of the Company maintained for such purpose, as provided in Section 5.02, a register for each series of Debt Securities hereunder (the registers of all Debt Security registrars being herein sometimes collectively referred to as the "Debt Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register registration of Debt Securities and shall register the transfer of Debt Securities as provided in this Article TwoThree provided. Such At all reasonable times, such Debt Security register Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee and any Debt Security registrar other than the Trustee. Upon due presentment for registration of transfer of any Debt Security at any such office or agency, the Company shall execute, execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity authorized denominations for an equal aggregate principal amount. The Company hereby appoints Registration or registration of transfer of any Debt Security by any Debt Security registrar in the Trustee to be registry books maintained by such Debt Security registrar, but reserves and delivery of such Debt Security, duly authenticated, shall be deemed to complete the right registration or registration of transfer of such Debt Security. The Company will at all times designate one Person (who may be the Company and who need not be a Debt Security registrar) to change act as repository of a master list of names and addresses of Holders of the Debt Securities. The Trustee shall act as such repository unless and until some other Person is, by written notice from the Company to the Trustee and each Debt Security registrar, designated by the Company to act as such. The Company shall cause each Debt Security registrar to furnish to such repository, on a current basis, such information as such repository may reasonably request as to registrations, transfers, exchanges and other transactions effected by such registrar, as may be necessary or advisable to itself enable such repository to maintain such master list on as current a basis as is reasonably practicable. No Person shall at any time be appointed as or act as a Debt Security registrarregistrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Debt Securities presented to a Debt Security registrar for registration of transfer, exchange, redemption or payment transfer shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any and such Debt Security registrar appointed duly executed by the Company) duly executed, by the holder registered Holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to issue, exchange or register the a transfer of (a) any Debt Securities of any series for a period of fifteen 15 days next preceding any selection the mailing of a notice of redemption of Debt Securities to be redeemedof such series and ending at the close of business on the day of the mailing of a notice of redemption of Debt Securities of such series so selected for redemption, or (b) any Debt Securities selected, called or being called for redemptionredemption except, in the case of any Debt Security to be redeemed in part, the portion thereof not so to be redeemed. All Debt Securities issued in exchange for or upon registration of transfer of Debt Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities surrendered for such exchange or registration of transfer. None of the Trustee, any agent of the Trustee, any Paying Agent or the Company will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Debt Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same such series and date of maturity that are of other authorized denominations. Debt Securities to be exchanged shall be surrendered at the any office or agency to be maintained by the Company for such purpose in by the City and State of New YorkCompany, as provided in Section 5.025.2, and the Company shall execute, execute and the Trustee shall authenticate and deliver in exchange therefor, therefore the Debt Security or Debt Securities that of authorized denominations which the Debt Securityholder Security Holder making the exchange shall be entitled to receive. The Each agent of the Company or any appointed pursuant to Section 5.2 as a person authorized to register and register transfer of Debt Securities is sometimes herein referred to as a “Debt Security registrar appointed by the Registrar.” The Company shall keep, at said each such office or agencyagency of the Company maintained for such purpose, as provided in Section 5.2, a register for each series of Debt Securities hereunder (the registers of all Debt Security Registrars being herein sometimes collectively referred to as the “Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register registration of Debt Securities and shall register the transfer of Debt Securities as provided in this Article TwoIII. Such At all reasonable times, such Debt Security register Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee and any Debt Security Registrar other than the Trustee. Upon due presentment for registration of transfer of any Debt Security at any such office or agency, the Company shall execute, execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity authorized denominations for an equal aggregate principal amount. Registration or registration of transfer of any Debt Security by any Debt Security Registrar in the registry books maintained by such Debt Security Registrar, and delivery of such Debt Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company hereby appoints will at all times designate one Person (who may be the Company and who need not be a Debt Security Registrar) to act as repository of a master list of names and addresses of Holders of the Debt Securities. The Trustee shall act as such repository unless and until some other Person is, by written notice from the Company to the Trustee to be and each Debt Security Registrar, designated by the Company to act as such. The Company shall cause each Debt Security Registrar to furnish to such repository, on a current basis, such information as such repository may reasonably request as to registrations, transfers, exchanges and other transactions effected by such registrar, but reserves the right as may be necessary or advisable to change the enable such repository to maintain such master list on as current a basis as is reasonably practicable. No Person shall at any time be appointed as or act as a Debt Security registrar or Registrar unless such Person is at such time empowered under applicable law to itself act as Debt Security registrarsuch and duly registered to act as such under and to the extent required by applicable law and regulations. All Debt Securities presented to a Debt Security Registrar for registration of transfer, exchange, redemption or payment transfer shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any and such Debt Security registrar appointed Registrar duly executed by the Company) duly executed, by the holder registered Holder or his such Holder’s attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to issue, exchange or register the a transfer of (a) any Debt Securities of any series for a period of fifteen 15 days next preceding any selection the mailing of a notice of redemption of Debt Securities to be redeemedof such series and ending at the close of business on the day of the mailing of a notice of redemption of Debt Securities of such series so selected for redemption, or (b) any Debt Securities selected, called or being called for redemptionredemption except, in the case of any Debt Security to be redeemed in part, the portion thereof not so to be redeemed. All Debt Securities issued in exchange for or upon registration of transfer of Debt Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities surrendered for such exchange or registration of transfer. None of the Trustee, any agent of the Trustee, any Paying Agent or the Company will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Debt Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.2, a register (the “Debt Security Register”) for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities may be exchanged at any office or agency to be maintained by the Company for such purpose as provided in Section 3.2, and the Company shall register (or cause its agent to register), and make available for delivery in accordance with its procedures the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such any office or agencyagency of the Company maintained for such purpose as provided in Section 3.2, the Company shall execute, register (or cause its agent to register) and the Trustee Company shall authenticate and deliver make available for delivery in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar Registration or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or transfer of any Debt Security registrar by any agent of the Company appointed by pursuant to Section 3.2, and delivery of such Debt Security, shall be deemed to complete the Company) registration or registration of transfer of such Debt Security. The Company or its agent may require that certificated Debt Securities to be registered for transfer, exchange or payment be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, executed by the holder or his such holder’s attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of certificated or uncertificated Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred except in compliance with the restricted securities legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each certificated Debt Security and shall apply to all Debt Securities: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE SECURITYHOLDERS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1, 84-14, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(B)(17) OF ERISA OR ANOTHER APPLICABLE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE SECURITYHOLDERS AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $50,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $50,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

Exchange and Registration of Transfer of Debt Securities. Subject to Section 2.03(14), Debt Securities of any series may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be maintained by the Company for such purpose in the City and State of New York, as provided in Section 5.023.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor, therefor the Debt Security or Debt Securities that which the Debt Securityholder making the exchange shall be entitled to receive. The Company or Subject to Section 2.03(14), upon due presentment for registration of transfer of any Debt Security registrar appointed by of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall keepexecute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company shall cause to be kept, at said the office or agencyagency maintained for the purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the "Debt Security Register") for each series of Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoTwo provided. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company and the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next preceding any the date of selection of Debt Securities to be redeemedof such series for redemption, or (b) any Debt Securities of any series selected, called or being called for redemptionredemption in whole or in part, except in the case of any Debt Securities of any series to be redeemed in part, the portion thereof not so to be redeemed. Notwithstanding the foregoing, if pursuant to Section 2.03, a series of Debt Securities are issued pursuant to an exemption from registration under the Securities Act, such Debt Securities may not be transferred except in compliance with the restricted securities legend set forth below (the "Restrictive Securities Legend"), unless otherwise determined by the Company pursuant to Section 2.03 and in accordance with applicable law: THE DEBT SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS DEBT SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS DEBT SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBT SECURITY PRIOR TO THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH MERCANTILE BANCORPORATION INC. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBT SECURITY OR ANY PREDECESSOR OF THIS DEBT SECURITY (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBT SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBT SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS DEBT SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. DEBT SECURITIES OWNED BY A PURCHASER THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK- ENTRY FORM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE. Prior to any distribution of the Debt Securities to the holders of Capital Securities in accordance with the related Declaration, the Company and the Trustee shall enter into a supplemental indenture pursuant to Article IX to provide for transfer procedures and restrictions with respect to the Debt Securities substantially similar to those contained in the Declaration with respect to Capital Securities of the corresponding series to the extent applicable in the circumstances existing at the time of such distribution for purposes of assuring, if applicable, that no registration of such Debt Securities is required under the Securities Act of 1933, as amended.

Exchange and Registration of Transfer of Debt Securities. Debt Securities of any series may be exchanged for an equal a like aggregate principal amount and maturity of Debt Securities of the same series and date of maturity of in other authorized denominations. Debt Securities to be exchanged shall be surrendered surrendered, at the office option of the Holders thereof, at any of the offices or agency to agencies as may be designated and maintained by the Company for such purpose in accordance with the City and State provisions of New York, as provided in Section 5.024.02, and the Company shall execute, execute and register and the Trustee shall authenticate and deliver in exchange therefor, therefor the Debt Security or Debt Securities that which the Debt Securityholder Holder making the exchange shall be entitled to receive. The Each person designated by the Company or any pursuant to the provisions of Section 4.02 as a person authorized to register and register transfer of the securities is sometimes herein referred to as a "Debt Security registrar appointed by the registrar". The Company shall keep, at said each such office or agency, a register for each series of Debt Securities issued hereunder (the registers of all Debt Security registrars being herein sometimes collectively referred to as the "Debt Security register" or the "registry books of the Company") in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by the Company, Company shall register Debt Securities securities and shall register the transfer of Debt Securities as provided in this Article TwoTwo provided. Such The Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If At all reasonable times the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee and any security registrar other than the Trustee. Upon due presentment for registration of transfer of any Debt Security of any series at such any designated office or agency, the Company shall execute, execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Registration or registration of transfer of any Debt Security by any Debt Security registrar in the registry books of the Company hereby appoints the Trustee to be maintained by such Debt Security registrar, but reserves and delivery of such Debt Security, duly authenticated, shall be deemed to complete the right registration or registration of transfer of such Debt Security. The Company will at all times designate one person (who may be the Company and who need not be a Debt Security registrar) to change act as repository of a master list of names and addresses of the Holders of the Debt Securities. The Company shall act as such repository unless and until some other person is, by written notice from the Company to the Trustee and each Debt Security registrar, designated by the Company to act as such. The Company shall cause each Debt Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable. No person shall at any time be designated as or to itself act as a Debt Security registrarregistrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Debt Securities presented for registration of transfer, transfer or for exchange, redemption or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the transfer of (a) any Debt Securities for a period of fifteen days next preceding any selection of Debt Securities to be redeemed, or (b) any Debt Securities selected, called or being called for redemption.8

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.02, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor, the Debt Security register is not kept by or Debt Securities which the Trustee it Security holder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such the Principal Office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company and either the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his such holder's attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewiththerewith other than exchanges pursuant to Section 2.07, Section 9.04 or Section 10.04 not involving any transfer. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a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i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC"). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

Exchange and Registration of Transfer of Debt Securities. Subject to Section 2.03(14), Debt Securities of any series may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be maintained by the Company for such purpose in the City and State of New York, as provided in Section 5.023.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor, therefor the Debt Security or Debt Securities that which the Debt Securityholder making the exchange shall be entitled to receive. The Company or Subject to Section 2.03(14), upon due presentment for registration of transfer of any Debt Security registrar appointed by of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall keepexecute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company shall cause to be kept, at said the office or agencyagency maintained for the purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the "Debt Security Register") for each series of Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoTwo provided. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company and the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next preceding any the date of selection of Debt Securities to be redeemedof such series for redemption, or (b) any Debt Securities of any series selected, called or being called for redemptionredemption in whole or in part, except in the case of any Debt Securities of any series to be redeemed in part, the portion thereof not so to be redeemed. Notwithstanding the foregoing, if pursuant to Section 2.03, a series of Debt Securities are issued pursuant to an exemption from registration under the Securities Act, such Debt Securities may not be transferred except in compliance with the restricted securities legend set forth below (the "Restrictive Securities Legend"), unless otherwise determined by the Company in accordance with applicable law: THE DEBT SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS DEBT SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBT SECURITY PRIOR TO THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH UNION PLANTERS CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBT SECURITY (OR ANY PREDECESSOR OF THIS DEBT SECURITY) (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBT SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT ACQUIRING THE DEBT SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR", FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE. Prior to any distribution of the Debt Securities to the holders of Capital Securities in accordance with the related Declaration, the Company and the Trustee shall enter into a supplemental indenture pursuant to Article IX to provide for transfer procedures and restrictions with respect to the Debt Securities substantially similar to those contained in the Declaration with respect to Capital Securities of the corresponding series to the extent applicable in the circumstances existing at the time of such distribution for purposes of assuring, if applicable, that no registration of such Debt Securities is required under the Securities Act of 1933, as amended.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.2, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII provided. Such The Debt Security register Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at the principal corporate trust office of the Trustee or at any office .or agency to be maintained by the Company for such purpose as provided in Section 3.2, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such the principal corporate trust office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.2, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.2, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company and the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executed, executed by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next preceding any the date of selection of Debt Securities for redemption. Notwithstanding anything herein to be redeemedthe contrary, or (b) any Debt Securities selectedmay not be transferred except in compliance with the restricted securities legend set forth below (the "Restrictive Securities Legend"), called or being called for redemptionunless otherwise determined by the Company, upon the advice of counsel expert in securities law, in accordance with applicable law: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A,TO (C) A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

Exchange and Registration of Transfer of Debt Securities. Subject to Section 2.03(14), Debt Securities of any series may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be maintained by the Company for such purpose in the City and State of New York, as provided in Section 5.023.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor, therefor the Debt Security or Debt Securities that which the Debt Securityholder making the exchange shall be entitled to receive. The Company or Subject to Section 2.03(14), upon due presentment for registration of transfer of any Debt Security registrar appointed by of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall keepexecute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company shall cause to be kept, at said the office or agencyagency maintained for the purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the "Debt Security Register") for each series of Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoTwo provided. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company and the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next preceding any the date of selection of Debt Securities to be redeemedof such series for redemption, or (b) any Debt Securities of any series selected, called or being called for redemptionredemption in whole or in part, except in the case of any Debt Securities of any series to be redeemed in part, the portion thereof not so to be redeemed. Notwithstanding the foregoing, if pursuant to Section 2.03, a series of Debt Securities are issued pursuant to an exemption from registration under the Securities Act, such Debt Securities may not be transferred except in compliance with the restricted securities legend set forth below (the "Restrictive Securities Legend"), unless otherwise determined by the Company in accordance with applicable law: THE DEBT SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH WAS THREE YEARS (OR SUCH LESSER PERIOD OF TIME AS SPECIFIED IN RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH XXXXXXXX & XXXXXX CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBT SECURITIES FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR", FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE. Prior to any distribution of the Debt Securities to the holders of Capital Securities in accordance with the related Declaration, the Company and the Trustee shall, if necessary, enter into a supplemental indenture pursuant to Article IX to provide for transfer procedures and restrictions with respect to the Debt Securities substantially similar to those contained in the Declaration with respect to the corresponding series of Capital Securities to the extent applicable in the circumstances existing at the time of such distribution for purposes of assuring that no registration of such Debt Securities is required under the Securities Act of 1933, as amended.

Exchange and Registration of Transfer of Debt Securities. Debt Securities of any series (other than a Global Security) may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominationsdenominations of such series. Debt Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company Corporation for such purpose in accordance with the City and State provisions of New York, as provided in Section 5.024.02, and the Company Corporation shall execute, execute and register and the Trustee shall authenticate and deliver in exchange therefor, therefor the Debt Security or Debt Securities that the Debt Securityholder Holder making the exchange shall be entitled been titled to receive. The Company Corporation or any Debt its designated agent (the “Security registrar appointed by the Company Registrar”) shall keep, at said such office or agency, a register Security Register (the “Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by the Company, Corporation shall register Debt Securities and shall register the transfer of Debt Securities as provided in this Article Two. Such The Debt Security register Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If At all reasonable times the Debt Security register is not kept by the Trustee it Register shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security of a particular series at such office or agency, the Company Corporation shall execute, execute and the Corporation or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same such series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, transfer or for exchange, redemption or payment payment, as the case may be, shall (if so required by the Company Corporation or any Debt Security registrar appointed by the CompanyTrustee) be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in a form satisfactory to the Company or any Debt Security registrar appointed Corporation and the Trustee duly executed by the Company) duly executedHolder or his, by the holder her or his its attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company Corporation may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Corporation shall not be required to exchange or register the a transfer of of: (ai) any Debt Securities of any series for a period of fifteen 15 days next preceding any selection of Debt Securities of such series to be redeemed, ; or (bii) any Debt Securities selectedof any such series selected for redemption except in the case of any such series to be redeemed in part, called or being called the portion thereof not to be so redeemed. The terms and conditions for redemptionthe transfer of a Global Security of a series in addition to those set forth in Section 2.10 hereof shall be set forth in the applicable supplemental indenture for such series of Debt Securities.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of other authorized denominations of the same series series, tenor and date of maturity of other authorized denominationsmaturity. Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company for such purpose in the City and State of New Yorkpurpose, as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder Holder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency, a register in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by the Company, shall register Debt Securities and shall register the transfer of Debt Securities as provided in this Article TwoTwo provided. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series series, tenor and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, by the holder Holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of or transfer of Debt Securities, but the Company, the Trustee Company or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the transfer of (a) any Debt Securities for a period of fifteen days next preceding any selection of Debt Securities to be redeemed, or (b) any Debt Securities selected, called or being called for redemption.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.02, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article Two. H. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor, the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such the Principal Office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints Registration or registration of transfer II of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company and either the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his such holder's attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewiththerewith other than exchanges pursuant to Section 2.07, Section 9.04 or Section 10.04 not involving any transfer. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS Tiff LATER OF (1) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (I), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF, ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.02, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such the Principal Office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company and either the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his such holder's attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred except in compliance with the restricted securities legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE COMPANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC"). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.02, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such the Principal Office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company and either the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his such holder's attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred except in compliance with the restricted securities legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

Exchange and Registration of Transfer of Debt Securities. Subject to Section 2.03(14), Debt Securities of any series may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be maintained by the Company for such purpose in the City and State of New York, as provided in Section 5.023.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor, therefor the Debt Security or Debt Securities that which the Debt Securityholder making the exchange shall be entitled to receive. The Company or Subject to Section 2.03(14), upon due presentment for registration of transfer of any Debt Security registrar appointed by of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall keepexecute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company shall cause to be kept, at said the office or agencyagency maintained for the purpose of registration or transfer and for exchange as provided in Section 3.02, a register (the "Debt Security Register") for each series of Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoTwo provided. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the transfer of (aAuthenticating Agent) any Debt Securities for a period of fifteen days next preceding any selection of Debt Securities to be redeemed, or (b) any Debt Securities selected, called or being called for redemption.be

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of other authorized denominations of the same series Series, tenor and date of maturity of other authorized denominationsmaturity. Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company for such purpose in the City and State of New Yorkpurpose, as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder Holder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency, a register in which, subject to such reasonable regulations as it may prescribe, the Company, Company or any Debt Security registrar appointed by the Company, Company shall register Debt Securities and shall register the transfer of Debt Securities Securities, as provided in this Article Two. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee Trustee, it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series Series, tenor and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, by the holder Holder or his or her attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee Company or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the transfer of (a) any Debt Securities for a period of fifteen (15) days next preceding any selection of Debt Securities to be redeemed, redeemed or (b) any Debt Securities selected, called or being called for redemption.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.2, a register (the “Debt Security Register”) for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities may be exchanged at any office or agency to be maintained by the Company for such purpose as provided in Section 3.2, and the Company shall register (or cause its agent to register), and make available for delivery in accordance with its procedures the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such any office or agencyagency of the Company maintained for such purpose as provided in Section 3.2, the Company shall execute, register (or cause its agent to register) and the Trustee Company shall authenticate and deliver make available for delivery in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar Registration or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or transfer of any Debt Security registrar by any agent of the Company appointed by pursuant to Section 3.2, and delivery of such Debt Security, shall be deemed to complete the Company) registration or registration of transfer of such Debt Security. The Company or its agent may require that certificated Debt Securities to be registered for transfer, exchange or payment be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executedexecuted by, by the holder or his such holder’s attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of certificated or uncertificated Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred except in compliance with the restricted securities legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each certificated Debt Security and shall apply to all Debt Securities: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF Table of Contents THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE SECURITYHOLDERS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1, 84-14, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(B)(17) OF ERISA OR ANOTHER APPLICABLE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE SECURITYHOLDERS AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. Table of Contents THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $50,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $50,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

Exchange and Registration of Transfer of Debt Securities. Subject to Section 2.03(14), Debt Securities of any series may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be maintained by the Company for such purpose in the City and State of New York, as provided in Section 5.023.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor, therefor the Debt Security or Debt Securities that which the Debt Securityholder making the exchange shall be entitled to receive. The Company or Subject to Section 2.03(14), upon due presentment for registration of transfer of any Debt Security registrar appointed by of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall keepexecute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company shall cause to be kept, at said the office or agencyagency maintained for the purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the "Debt Security Register") for each series of Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoTwo provided. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or any Debt Security registrar appointed by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed, by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the transfer of (a) any Debt Securities for a period of fifteen days next preceding any selection of Debt Securities to be redeemed, or (b) any Debt Securities selected, called or being called for redemption.in

Exchange and Registration of Transfer of Debt Securities. Subject to Section 2.03(14), Debt Securities of any series may be exchanged for an equal a like aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be maintained by the Company for such purpose in the City and State of New York, as provided in Section 5.023.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor, therefor the Debt Security or Debt Securities that which the Debt Securityholder making the exchange shall be entitled to receive. The Company or Subject to Section 2.03(14), upon due presentment for registration of transfer of any Debt Security registrar appointed by of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall keepexecute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security. The Company shall cause to be kept, at said the office or agencyagency maintained for the purpose of registration of transfer and for exchange as provided in Section 3.02, a register (the "Debt Security Register") for each series of Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoTwo provided. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If the Debt Security register is not kept by the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Debt Security at such office or agency, the Company shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrar. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer (in form satisfactory to the Company and the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next preceding any the date of selection of Debt Securities to be redeemedof such series for redemption, or (b) any Debt Securities of any series selected, called or being called for redemptionredemption in whole or in part, except in the case of any Debt Securities of any series to be redeemed in part, the portion thereof not so to be redeemed. Notwithstanding the foregoing, if pursuant to Section 2.03, a series of Debt Securities are issued pursuant to an exemption from registration under the Securities Act, such Debt Securities may not be transferred except in compliance with the restricted securities legend set forth below (the "Restricted Securities Legend"), unless otherwise determined by the Company in accordance with applicable law: THE DEBT SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS DEBT SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS DEBT SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBT SECURITY PRIOR TO THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH PXRE CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBT SECURITY OR ANY PREDECESSOR OF THIS DEBT SECURITY (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBT SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBT SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS DEBT SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. DEBT SECURITIES OWNED BY A PURCHASER THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE. THE DEBT SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF). ANY SUCH TRANSFER OF DEBT SECURITIES IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH DEBT SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF PAYMENTS ON SUCH DEBT SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH DEBT SECURITIES. Prior to any distribution of the Debt Securities to the holders of Capital Securities in accordance with the related Declaration, the Company and the Trustee shall enter into a supplemental indenture pursuant to Article IX to provide for transfer procedures and restrictions with respect to the Debt Securities substantially similar to those contained in the Declaration with respect to Capital Securities of the corresponding series to the extent applicable in the circumstances existing at the time of such distribution for purposes of assuring, if applicable, that no registration of such Debt Securities is required under the Securities Act.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.2, a register (the “Debt Security Register”) for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at any office or agency to be maintained by the Company for such purpose as provided in Section 3.2, and the Company shall execute, register (or cause its agent to register), and make available for delivery in exchange therefor the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such any office or agencyagency of the Company maintained for such purpose as provided in Section 3.2, the Company shall execute, register (or cause its agent to register), and the Trustee Company shall authenticate and deliver make available for delivery in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints the Trustee to be Registration or registration of transfer of any Debt Security registrarby any agent of the Company appointed pursuant to Section 3.2, but reserves and delivery of such Debt Security, shall be deemed to complete the right to change the registration or registration of transfer of such Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the Companyits agent) be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executedexecuted by, by the holder or his such holder’s attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred except in compliance with the restricted securities legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE SECURITYHOLDERS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1, 84-14, THE NON-FIDUCIARY SERVICE PROVIDER EXEMPTION UNDER SECTION 408(B)(17) OF ERISA OR ANOTHER APPLICABLE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE SECURITYHOLDERS AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $50,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $50,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.02, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such the Principal Office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company and either the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his such holder's attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred except in compliance with the restricted securities legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A "NON U.S. PERSON IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE COMPANY AND TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC"). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

Exchange and Registration of Transfer of Debt Securities. Debt Securities may be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date of maturity of other authorized denominations. Debt Securities The Company shall cause to be exchanged shall be surrendered kept, at the office or agency to be maintained by for the Company purpose of registration of transfer and for such purpose in the City and State of New York, exchange as provided in Section 5.02, and the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt Securityholder making the exchange shall be entitled to receive. The Company or any Debt Security registrar appointed by the Company shall keep, at said office or agency3.02, a register (the "Debt Security Register") for the Debt Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company, or any Debt Security registrar appointed by Company shall provide for the Company, shall register Debt Securities registration and shall register the transfer of all Debt Securities as provided in this Article TwoII. Such Debt Security register shall be in written form or in any other form capable of being converted into written form within a reasonable time. If Debt Securities to be exchanged may be surrendered at the Principal Office of the Trustee or at any office or agency to be maintained by the Company for such purpose as provided in Section 3.02, and the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in exchange therefor the Debt Security register is not kept by or Debt Securities which the Trustee it Securityholder making the exchange shall at all reasonable times be open for inspection by the Trusteeentitled to receive. Upon due presentment for registration of transfer of any Debt Security at such the Principal Office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in the name of the transferee or transferees, transferees a new Debt Security or Debt Securities of the same series and date of maturity for an equal a like aggregate principal amount. The Company hereby appoints Registration or registration of transfer of any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be deemed to complete the registration or registration of transfer of such Debt Security registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt Security registrarSecurity. All Debt Securities presented for registration of transfer, exchange, redemption transfer or for exchange or payment shall (if so required by the Company or any Debt Security registrar appointed by the CompanyTrustee or the Authenticating Agent) be duly endorsedendorsed by, or be accompanied by by, a written instrument or instruments of transfer (in form satisfactory to the Company and either the Trustee or any Debt Security registrar appointed by the Company) Authenticating Agent duly executedexecuted by, by the holder or his such holder's attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debt Securities, but the Company, Company or the Trustee or any Debt Security registrar appointed by the Company may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or any Debt Security registrar appointed by the Company Trustee shall not be required to exchange or register the a transfer of (a) any Debt Securities Security for a period of fifteen 15 days next immediately preceding any the date of selection of Debt Securities to be redeemedfor redemption. Notwithstanding the foregoing, or (b) any Debt Securities selectedmay not be transferred except in compliance with the restricted securities legend set forth below, called or being called for redemptionunless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Debt Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO A "NON U.S. PERSON" IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC"). THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.