Common use of Registration, Transfer and Exchange of Trust Preferred Securities Clause in Contracts

Registration, Transfer and Exchange of Trust Preferred Securities. (a) The Trustee shall cause a Register (the "Register") to be kept at the office of the Registrar in which, subject to such reasonable regulations as the Trustee and the Registrar may prescribe, the Trustee shall provide for the registration of Trust Preferred Securities and of transfers and exchanges of Trust Preferred Securities as herein provided. In the absence of appointing a third party, the Trustee shall serve as the Registrar. The Grantor may remove the Registrar and, upon removal or resignation of the Registrar, appoint a successor Registrar. Subject to the terms and conditions of this Trust Agreement, the Registrar shall register the transfers on the Register from time to time of Trust Preferred Securities upon any surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes as may be required by law. Upon such surrender, the Trustee shall execute a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities in accordance with Section 4.01(e) and deliver the same to or upon the order of the Person entitled thereto. (b) At the option of a Holder, Trust Preferred Securities may be exchanged for other Trust Preferred Securities representing the same corresponding amount of Company Preferred Securities. Upon surrender of a Trust Preferred Security at the office of the Registrar or such other office as the Trustee may designate for the purpose of effecting an exchange of Trust Preferred Securities, subject to the conditions to transfer set forth in this Trust Agreement, the Trustee shall execute and deliver a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities as the Trust Preferred Security surrendered. As a condition precedent to the registration of the transfer or exchange of any Trust Preferred Security, the Registrar may require (i) production of proof satisfactory to it as to the identity and genuineness of any signature; (ii) compliance with such regulations, if any, as the Trustee or the Registrar may establish not inconsistent with the provisions of this Trust Agreement; and (iii) such other information as the Registrar may reasonably request. No Holder may require the transfer of any Trust Preferred Security to be registered during the period of fifteen days ending on the due date for any payment of principal on the Trust Preferred Securities. The Trust shall not be required to register, or cause others to register, the transfer of Trust Preferred Securities after such Trust Preferred Securities have been called for redemption. Registration of transfers of Trust Preferred Securities, including Trust Preferred Securities Certificates, shall be made without change by the Trust, but the transferor must pay any tax or governmental charge that may be imposed in relation to the transfer, together with any indemnity that the Trust or the Bank or the Transfer Agent may require. (c) The Global Certificate is exchangeable for Definitive Trust Preferred Security Certificates in registered form if DTC: (i) notifies the Trust that it is unwilling or unable to continue as depositary for the Global Certificate and the Trust does not appoint a successor depositary or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934. Upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Grantor will cause to be prepared for delivery to the Owners the Definitive Trust Preferred Certificates in accordance with instructions of the Clearing Agency. Definitive Trust Preferred Securities Certificates may be transferred in any whole-number multiples of $[1,000][25] by surrendering the Definitive Trust Preferred Securities Certificates, together with the form of transfer endorsed on it, duly completed and executed, at the specified office of the Transfer Agent. The initial Transfer Agent shall be Wilmington Trust Company. As long as the Trust Preferred Securities are listed on the [insert applicable stock exchange], the Trust shall also maintain a Transfer Agent in [insert location/country of applicable stock exchange]. The initial [insert location/country of applicable stock EXCHANGE] Transfer Agent shall be [Name of Transfer Agent]. If only part of a Definitive Trust Preferred Securities Certificate is transferred, a new Definitive Trust Preferred Securities Certificate representing the securities not transferred shall be issued to the transferor within three business days after the Transfer Agent receives the certificate. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were not transferred shall be delivered to the transferor by uninsured mail at the risk of the transferor, to the address of the transferor that appears in the Register. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were transferred shall be sent to the transferee within three business days after the Trustee receives the surrendered Definitive Trust Preferred Securities Certificate by uninsured mail at the risk of the Holder entitled to the Definitive Trust Preferred Securities Certificate, to the address specified on the form of transfer. All transfers of Definitive Trust Preferred Securities Certificates and entries shall be made as provided in the Registrar and Transfer Agency Agreement, among the Trust and the Registrar and Transfer Agents, relating to the Trust Preferred Securities.

Registration, Transfer and Exchange of Trust Preferred Securities. (a) The Trustee shall cause a Register (the "“Register"”) to be kept at the office of the Registrar in which, subject to such reasonable regulations as the Trustee and the Registrar may prescribe, the Trustee shall provide for the registration of Trust Preferred Securities and of transfers and exchanges of Trust Preferred Securities as herein provided. In the absence of appointing a third party, the Trustee shall serve as the Registrar. The Bank of New York Mellon, at the Corporate Office, is hereby appointed the initial Registrar. The Grantor may remove the Registrar and, upon removal or resignation of the Registrar, appoint a successor Registrar. Subject to the terms and conditions of this Trust Agreement, the Registrar shall register the transfers on the Register from time to time of Trust Preferred Securities upon any surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes as may be required by law. Upon such surrender, the Trustee shall execute and, if applicable, the Registrar shall countersign, a new Trust Preferred Security representing the same corresponding of a like aggregate liquidation amount of Company Preferred Securities in accordance with Section 4.01(e) and deliver the same to or upon the order of the Person entitled thereto. (b) At the option of a Holder, Trust Preferred Securities may be exchanged for other Trust Preferred Securities representing the same corresponding amount of Company Preferred Securitiesin a like aggregate liquidation amount. Upon surrender of a Trust Preferred Security at the office of the Registrar or such other office as the Trustee may designate for the purpose of effecting an exchange of Trust Preferred Securities, subject to the conditions to transfer set forth in this Trust Agreement, the Trustee shall execute and, if applicable, the Registrar shall countersign, and deliver a new Trust Preferred Security representing the same corresponding of a like aggregate liquidation amount of Company Preferred Securities as the Trust Preferred Security surrendered. As a condition precedent to the registration of the transfer or exchange of any Trust Preferred Security, the Registrar may require (i) production of proof satisfactory to it as to the identity and genuineness of any signature; (ii) compliance with such regulations, if any, as the Trustee or the Registrar may establish not inconsistent with the provisions of this Trust Agreement; and (iii) such other information as the Registrar may reasonably request. No Holder may require the transfer of any Trust Preferred Security to be registered during the period of fifteen days ending on the due date for any payment of principal the liquidation amount on the Trust Preferred Securities. The Trust shall not be required to register, or cause others to register, the transfer of Trust Preferred Securities after such Trust Preferred Securities have been called for redemption. Registration of transfers of Trust Preferred Securities, including Trust Preferred Securities Certificates, shall be made without change charge by the Trust, but the transferor must pay any tax or governmental charge that may be imposed in relation to the transfer, together with any indemnity that the Trust or the Bank Guarantor or the Transfer Agent may require. (c) The Global Certificate is exchangeable for Definitive Trust Preferred Security Securities Certificates in registered form if DTCif: (i) DTC notifies the Trust Grantor that it is unwilling or unable to continue as depositary for the Global Certificate and the Trust Grantor does not appoint a successor depositary or within 90 days, (ii) DTC has ceased to be a clearing agency registered under the Securities Exchange Act and the Grantor does not appoint a successor depositary within 90 days, (iii) the Grantor decides in its sole discretion (subject to the procedures of 1934the depositary) that it does not want to have the Trust Preferred Securities represented by the Global Certificate, or (iv) if a default with respect to the Trust Preferred Securities has occurred and is continuing. Upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Grantor will cause to be prepared for delivery to the Owners the Definitive Trust Preferred Securities Certificates in accordance with instructions of the Clearing Agency. Definitive Trust Preferred Securities Certificates may be transferred in denominations of $[2,000] and any whole-number multiples of $[1,000][25[ 1,000] in excess thereof thereof by surrendering the Definitive Trust Preferred Securities Certificates, together with the form of transfer endorsed on it, duly completed and executed, at the specified office of the Transfer Agent. The initial Transfer Agent shall be Wilmington Trust CompanyThe Bank of New York Mellon, at the Corporate Office. As long as [If the Trust Preferred Securities are will be listed on the [a stock exchange insert applicable stock transfer agent required by such exchange], the Trust shall also maintain a Transfer Agent in [insert location/country of applicable stock exchange]. The initial [insert location/country of applicable stock EXCHANGE.] Transfer Agent shall be [Name of Transfer Agent]. If only part of a Definitive Trust Preferred Securities Certificate is transferred, a new Definitive Trust Preferred Securities Certificate representing the securities not transferred shall be issued to the transferor within three business days Business Days after the Transfer Agent receives the certificate. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were not transferred shall be delivered to the transferor by uninsured mail at the risk of the transferor, to the address of the transferor that appears in the Register. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were transferred shall be sent to the transferee within three business days Business Days after the Trustee receives the surrendered Definitive Trust Preferred Securities Certificate by uninsured mail at the risk of the Holder entitled to the Definitive Trust Preferred Securities Certificate, to the address specified on the form of transfer. All transfers of Definitive Trust Preferred Securities Certificates and entries shall be made as provided in the Registrar any registrar and Transfer Agency Agreementtransfer agency agreement, among the Trust and the Registrar and Transfer Agents, relating to the Trust Preferred Securities. (d) No Trust Preferred Securities may be sold or otherwise transferred unless the purchaser or transferee of such Trust Preferred Securities represents, or is deemed to represent, that on each day from the date of acquisition through and including the date of disposition either (i) it is not an employee benefit plan or other plan 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”), a governmental or other plan subject to substantially similar federal, state or local law (“Similar Law”), an entity whose underlying assets include “plan assets” by reason of any such plan’s investment in the entity or otherwise (each of the foregoing, a “Plan”) or acting on behalf of or investing the assets of any such Plan or (ii) its acquisition, holding and disposition of the Trust Preferred Securities (and the transactions of the underlying Trust (including the acquisition and holding of the Trust Estate)) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code including by reason of Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14 or in a violation of Similar Law. In connection with any transfer of beneficial interests in the Global Certificate, neither the Trustee nor the Registrar shall have any responsibility for determining or monitoring compliance with the provisions of the foregoing sentence; and in connection with any transfer of a Definitive Trust Preferred Securities Certificate, unless the Grantor shall have required that any transferee execute an appropriate certification as to compliance with the provisions of said sentence as a condition to any such transfer, the form of which certification shall have been delivered to the Trustee and the Registrar, the Trustee and the Registrar shall be entitled to assume, in connection with any such transfer, that the transferee has complied with the provisions of said sentence.

Registration, Transfer and Exchange of Trust Preferred Securities. (a) The Trustee shall cause a Register (the "“Register"”) to be kept at the office of the Registrar in which, subject to such reasonable regulations as the Trustee and the Registrar may prescribe, the Trustee shall provide for the registration of Trust Preferred Securities and of transfers and exchanges of Trust Preferred Securities as herein provided. In the absence of appointing a third party, the Trustee shall serve as the Registrar. JPMorgan Chase Bank, N.A. at its corporate trust office in New York, New York is hereby appointed the initial Registrar. The Grantor may remove the Registrar and, upon removal or resignation of the Registrar, appoint a successor Registrar. Subject to the terms and conditions of this Trust Agreement, the Registrar shall register the transfers on the Register from time to time of Trust Preferred Securities upon any surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes as may be required by law. Upon such surrender, the Trustee shall execute and, if applicable, the Registrar shall countersign, a new Trust Preferred Security representing the same corresponding of a like aggregate liquidation amount of Company Preferred Securities in accordance with Section 4.01(e) and deliver the same to or upon the order of the Person entitled thereto. (b) At the option of a Holder, Trust Preferred Securities may be exchanged for other Trust Preferred Securities representing the same corresponding amount of Company Preferred Securitiesin a like aggregate liquidation amount. Upon surrender of a Trust Preferred Security at the office of the Registrar or such other office as the Trustee may designate for the purpose of effecting an exchange of Trust Preferred Securities, subject to the conditions to transfer set forth in this Trust Agreement, the Trustee shall execute and, if applicable, the Registrar shall countersign, and deliver a new Trust Preferred Security representing the same corresponding of a like aggregate liquidation amount of Company Preferred Securities as the Trust Preferred Security surrendered. As a condition precedent to the registration of the transfer or exchange of any Trust Preferred Security, the Registrar may require (i) production of proof satisfactory to it as to the identity and genuineness of any signature; (ii) compliance with such regulations, if any, as the Trustee or the Registrar may establish not inconsistent with the provisions of this Trust Agreement; and (iii) such other information as the Registrar may reasonably request. No Holder may require the transfer of any Trust Preferred Security to be registered during the period of fifteen days ending on the due date for any payment of principal the liquidation amount on the Trust Preferred Securities. The Trust shall not be required to register, or cause others to register, the transfer of Trust Preferred Securities after such Trust Preferred Securities have been called for redemption. Registration of transfers of Trust Preferred Securities, including Trust Preferred Securities Certificates, shall be made without change charge by the Trust, but the transferor must pay any tax or governmental charge that may be imposed in relation to the transfer, together with any indemnity that the Trust or the Bank Guarantor or the Transfer Agent may require. (c) The Global Certificate is exchangeable for Definitive Trust Preferred Security Securities Certificates in registered form if DTCif: (i) DTC notifies the Trust Grantor that it is unwilling or unable to continue as depositary for the Global Certificate and the Trust Grantor does not appoint a successor depositary or within 90 days, (ii) DTC has ceased to be a clearing agency registered under the Securities Exchange Act and the Grantor does not appoint a successor depositary within 90 days, (iii) the Grantor decides in its sole discretion (subject to the procedures of 1934the depositary) that it does not want to have the Trust Preferred Securities represented by the Global Certificate, or (iv) if a default with respect to the Trust Preferred Securities has occurred and is continuing. Upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Grantor will cause to be prepared for delivery to the Owners the Definitive Trust Preferred Securities Certificates in accordance with instructions of the Clearing Agency. Definitive Trust Preferred Securities Certificates may be transferred in denominations of $[2,000] and any whole-number multiples of $[1,000][251,000] in excess thereof thereof by surrendering the Definitive Trust Preferred Securities Certificates, together with the form of transfer endorsed on it, duly completed and executed, at the specified office of the Transfer Agent. The initial Transfer Agent shall be Wilmington Trust CompanyJPMorgan Chase Bank, N.A. at its corporate trust office in New York, New York. As long as [If the Trust Preferred Securities are will be listed on the [a stock exchange insert applicable stock transfer agent required by such exchange], the Trust shall also maintain a Transfer Agent in [insert location/country of applicable stock exchange]. The initial [insert location/country of applicable stock EXCHANGE.] Transfer Agent shall be [Name of Transfer Agent]. If only part of a Definitive Trust Preferred Securities Certificate is transferred, a new Definitive Trust Preferred Securities Certificate representing the securities not transferred shall be issued to the transferor within three business days Business Days after the Transfer Agent receives the certificate. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were not transferred shall be delivered to the transferor by uninsured mail at the risk of the transferor, to the address of the transferor that appears in the Register. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were transferred shall be sent to the transferee within three business days Business Days after the Trustee receives the surrendered Definitive Trust Preferred Securities Certificate by uninsured mail at the risk of the Holder entitled to the Definitive Trust Preferred Securities Certificate, to the address specified on the form of transfer. All transfers of Definitive Trust Preferred Securities Certificates and entries shall be made as provided in the Registrar any registrar and Transfer Agency Agreementtransfer agency agreement, among the Trust and the Registrar and Transfer Agents, relating to the Trust Preferred Securities. (d) No Trust Preferred Securities may be sold or otherwise transferred unless the purchaser or transferee of such Trust Preferred Securities represents, or is deemed to represent, that on each day from the date of acquisition through and including the date of disposition either (i) it is not an employee benefit plan or other plan 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”), a governmental or other plan subject to substantially similar federal, state or local law (“Similar Law”), an entity whose underlying assets include “plan assets” by reason of any such plan’s investment in the entity or otherwise (each of the foregoing, a “Plan”) or acting on behalf of or investing the assets of any such Plan or (ii) its acquisition, holding and disposition of the Trust Preferred Securities (and the transactions of the underlying Trust (including the acquisition and holding of the Trust Estate)) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code including by reason of Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14 or in a violation of Similar Law. In connection with any transfer of beneficial interests in the Global Certificate, neither the Trustee nor the Registrar shall have any responsibility for determining or monitoring compliance with the provisions of the foregoing sentence; and in connection with any transfer of a Definitive Trust Preferred Securities Certificate, unless the Grantor shall have required that any transferee execute an appropriate certification as to compliance with the provisions of said sentence as a condition to any such transfer, the form of which certification shall have been delivered to the Trustee and the Registrar, the Trustee and the Registrar shall be entitled to assume, in connection with any such transfer, that the transferee has complied with the provisions of said sentence.

Registration, Transfer and Exchange of Trust Preferred Securities. (a) The Trustee shall cause a Register (the "Register") to be kept at the office of the Registrar in which, subject to such reasonable regulations as the Trustee and the Registrar may prescribe, the Trustee shall provide for the registration of Trust Preferred Securities and of transfers and exchanges of Trust Preferred Securities as herein provided. In the absence of appointing a third party, the Trustee shall serve as the Registrar. The Grantor may remove the Registrar and, upon removal or resignation of the Registrar, appoint a successor Registrar. Subject to the terms and conditions of this Trust Agreement, the Registrar shall register the transfers on the Register from time to time of Trust Preferred Securities upon any surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes as may be required by law. Upon such surrender, the Trustee shall execute a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities in accordance with Section 4.01(e) and deliver the same to or upon the order of the Person entitled thereto. (b) At the option of a Holder, Trust Preferred Securities may be exchanged for other Trust Preferred Securities representing the same corresponding amount of Company Preferred Securities. Upon surrender of a Trust Preferred Security at the office of the Registrar or such other office as the Trustee may designate for the purpose of effecting an exchange of Trust Preferred Securities, subject to the conditions to transfer set forth in this Trust Agreement, the Trustee shall execute and deliver a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities as the Trust Preferred Security surrendered. As a condition precedent to the registration of the transfer or exchange of any Trust Preferred Security, the Registrar may require (i) production of proof satisfactory to it as to the identity and genuineness of any signature; (ii) compliance with such regulations, if any, as the Trustee or the Registrar may establish not inconsistent with the provisions of this Trust Agreement; and (iii) such other information as the Registrar may reasonably request. No Holder may require the transfer of any Trust Preferred Security to be registered during the period of fifteen days ending on the due date for any payment of principal on the Trust Preferred Securities. The Trust shall not be required to register, or cause others to register, the transfer of Trust Preferred Securities after such Trust Preferred Securities have been called for redemption. Registration of transfers of Trust Preferred Securities, including Trust Preferred Securities Certificates, shall be made without change by the Trust, but the transferor must pay any tax or governmental charge that may be imposed in relation to the transfer, together with any indemnity that the Trust or the Bank or the Transfer Agent may require. (c) The Global Certificate is exchangeable for Definitive Trust Preferred Security Certificates in registered form if DTC: (i) notifies the Trust that it is unwilling or unable to continue as depositary for the Global Certificate and the Trust does not appoint a successor depositary or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934. Upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Grantor will cause to be prepared for delivery to the Owners the Definitive Trust Preferred Certificates in accordance with instructions of the Clearing Agency. Definitive Trust Preferred Securities Certificates may be transferred in any whole-number multiples of $[1,000][25] by surrendering the Definitive Trust Preferred Securities Certificates, together with the form of transfer endorsed on it, duly completed and executed, at the specified office of the Transfer Agent. The initial Transfer Agent shall be Wilmington Trust Company. As long as the Trust Preferred Securities are listed on the [insert applicable stock exchange], the Trust shall also maintain a Transfer Agent in [insert location/country of applicable stock exchange]. The initial [insert location/country of applicable stock EXCHANGEexchange] Transfer Agent shall be [Name of Transfer Agent]. If only part of a Definitive Trust Preferred Securities Certificate is transferred, a new Definitive Trust Preferred Securities Certificate representing the securities not transferred shall be issued to the transferor within three business days after the Transfer Agent receives the certificate. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were not transferred shall be delivered to the transferor by uninsured mail at the risk of the transferor, to the address of the transferor that appears in the Register. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were transferred shall be sent to the transferee within three business days after the Trustee receives the surrendered Definitive Trust Preferred Securities Certificate by uninsured mail at the risk of the Holder entitled to the Definitive Trust Preferred Securities Certificate, to the address specified on the form of transfer. All transfers of Definitive Trust Preferred Securities Certificates and entries shall be made as provided in the Registrar and Transfer Agency Agreement, among the Trust and the Registrar and Transfer Agents, relating to the Trust Preferred Securities.

Registration, Transfer and Exchange of Trust Preferred Securities. (a) The Trustee shall cause a Register (the "Register") to be kept at the office of the Registrar in which, subject to such reasonable regulations as the Trustee and the Registrar may prescribe, the Trustee shall provide for the registration of Trust Preferred Securities and of transfers and exchanges of Trust Preferred Securities as herein provided. In the absence of appointing a third party, the Trustee shall serve as the Registrar. The Grantor may remove the Registrar and, upon removal or resignation of the Registrar, appoint a successor Registrar. Subject to the terms and conditions of this Trust Agreement, the Registrar shall register the transfers on the Register from time to time of Trust Preferred Securities upon any surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes as may be required by law. Upon such surrender, the Trustee shall execute a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities in accordance with Section 4.01(e) and deliver the same to or upon the order of the Person entitled thereto. (b) At the option of a Holder, Trust Preferred Securities may be exchanged for other Trust Preferred Securities representing the same corresponding amount of Company Preferred Securities. Upon surrender of a Trust Preferred Security at the office of the Registrar or such other office as the Trustee may designate for the purpose of effecting an exchange of Trust Preferred Securities, subject to the conditions to transfer set forth in this Trust Agreement, the Trustee shall execute and deliver a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities as the Trust Preferred Security surrendered. As a condition precedent to the registration of the transfer or exchange of any Trust Preferred Security, the Registrar may require (i) production of proof satisfactory to it as to the identity and genuineness of any signature; (ii) compliance with such regulations, if any, as the Trustee or the Registrar may establish not inconsistent with the provisions of this Trust Agreement; and (iii) such other information as the Registrar may reasonably request. No Holder may require the transfer of any Trust Preferred Security to be registered during the period of fifteen days ending on the due date for any payment of principal on the Trust Preferred Securities. The Trust shall not be required to register, or cause others to register, the transfer of Trust Preferred Securities after such Trust Preferred Securities have been called for redemption. Registration of transfers of Trust Preferred Securities, including Trust Preferred Securities Certificates, shall be made without change by the Trust, but the transferor must pay any tax or governmental charge that may be imposed in relation to the transfer, together with any indemnity that the Trust or the Bank or the Transfer Agent may require. (c) The Global Certificate is exchangeable for Definitive Trust Preferred Security Certificates in registered form if DTC: (i) notifies the Trust that it is unwilling or unable to continue as depositary for the Global Certificate and the Trust does not appoint a successor depositary or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934. Upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Grantor will cause to be prepared for delivery to the Owners the Definitive Trust Preferred Certificates in accordance with instructions of the Clearing Agency. Definitive Trust Preferred Securities Certificates may be transferred in any whole-number multiples of $[1,000][25] 1,000 by surrendering the Definitive Trust Preferred Securities Certificates, together with the form of transfer endorsed on it, duly completed and executed, at the specified office of the Transfer Agent. The initial Transfer Agent shall be Wilmington Trust Company. As long as the Trust Preferred Securities are listed on the [insert applicable stock exchange]Luxembourg Stock Exchange, the Trust shall also maintain a Transfer Agent in [insert location/country of applicable stock exchange]Luxembourg. The initial [insert location/country of applicable stock EXCHANGE] Luxembourg Transfer Agent shall be [Name of Transfer Agent]BNP Paribas. If only part of a Definitive Trust Preferred Securities Certificate is transferred, a new Definitive Trust Preferred Securities Certificate representing the securities not transferred shall be issued to the transferor within three business days after the Transfer Agent receives the certificate. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were not transferred shall be delivered to the transferor by uninsured mail at the risk of the transferor, to the address of the transferor that appears in the Register. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were transferred shall be sent to the transferee within three business days after the Trustee receives the surrendered Definitive Trust Preferred Securities Certificate by uninsured mail at the risk of the Holder entitled to the Definitive Trust Preferred Securities Certificate, to the address specified on the form of transfer. All transfers of Definitive Trust Preferred Securities Certificates and entries shall be made as provided in the Registrar and Transfer Agency Agreement, among the Trust and the Registrar and Transfer Agents, relating to the Trust Preferred Securities.

Registration, Transfer and Exchange of Trust Preferred Securities. (a) The Trustee shall cause a Register (the "Register") to be kept at the office of the Registrar in which, subject to such reasonable regulations as the Trustee and the Registrar may prescribe, the Trustee shall provide for the registration of Trust Preferred Securities and of transfers and exchanges of Trust Preferred Securities as herein provided. In the absence of appointing a third party, the Trustee shall serve as the Registrar. The Grantor may remove the Registrar and, upon removal or resignation of the Registrar, appoint a successor Registrar. Subject to the terms and conditions of this Trust Agreement, the Registrar shall register the transfers on the Register from time to time of Trust Preferred Securities upon any surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes as may be required by law. Upon such surrender, the Trustee shall execute a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities in accordance with Section 4.01(e) and deliver the same to or upon the order of the Person entitled thereto. (b) At the option of a Holder, Trust Preferred Securities may be exchanged for other Trust Preferred Securities representing the same corresponding amount of Company Preferred Securities. Upon surrender of a Trust Preferred Security at the office of the Registrar or such other office as the Trustee may designate for the purpose of effecting an exchange of Trust Preferred Securities, subject to the conditions to transfer set forth in this Trust Agreement, the Trustee shall execute and deliver a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities as the Trust Preferred Security surrendered. As a condition precedent to the registration of the transfer or exchange of any Trust Preferred Security, the Registrar may require (i) production of proof satisfactory to it as to the identity and genuineness of any signature; (ii) compliance with such regulations, if any, as the Trustee or the Registrar may establish not inconsistent with the provisions of this Trust Agreement; and (iii) such other information as the Registrar may reasonably request. No Holder may require the transfer of any Trust Preferred Security to be registered during the period of fifteen days ending on the due date for any payment of principal on the Trust Preferred Securities. The Trust shall not be required to register, or cause others to register, the transfer of Trust Preferred Securities after such Trust Preferred Securities have been called for redemption. Registration of transfers of Trust Preferred Securities, including Trust Preferred Securities Certificates, shall be made without change by the Trust, but the transferor must pay any tax or governmental charge that may be imposed in relation to the transfer, together with any indemnity that the Trust or the Bank or the Transfer Agent may require. (c) The Global Certificate is exchangeable for Definitive Trust Preferred Security Certificates in registered form if DTC: (i) notifies the Trust that it is unwilling or unable to continue as depositary for the Global Certificate and the Trust does not appoint a successor depositary or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934. Upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Grantor will cause to be prepared for delivery to the Owners the Definitive Trust Preferred Certificates in accordance with instructions of the Clearing Agency. Definitive Trust Preferred Securities Certificates may be transferred in any whole-whole- number multiples of $[1,000][25] 25 by surrendering the Definitive Trust Preferred Securities Certificates, together with the form of transfer endorsed on it, duly completed and executed, at the specified office of the Transfer Agent. The initial Transfer Agent shall be Wilmington Trust Company. As long as the Trust Preferred Securities are listed on the [insert applicable stock exchange]Luxembourg Stock Exchange, the Trust shall also maintain a Transfer Agent in [insert location/country of applicable stock exchange]Luxembourg. The initial [insert location/country of applicable stock EXCHANGE] Luxembourg Transfer Agent shall be [Name of Transfer Agent]BNP Paribas. If only part of a Definitive Trust Preferred Securities Certificate is transferred, a new Definitive Trust Preferred Securities Certificate representing the securities not transferred shall be issued to the transferor within three business days after the Transfer Agent receives the certificate. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were not transferred shall be delivered to the transferor by uninsured mail at the risk of the transferor, to the address of the transferor that appears in the Register. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were transferred shall be sent to the transferee within three business days after the Trustee receives the surrendered Definitive Trust Preferred Securities Certificate by uninsured mail at the risk of the Holder entitled to the Definitive Trust Preferred Securities Certificate, to the address specified on the form of transfer. All transfers of Definitive Trust Preferred Securities Certificates and entries shall be made as provided in the Registrar and Transfer Agency Agreement, among the Trust and the Registrar and Transfer Agents, relating to the Trust Preferred Securities.

Registration, Transfer and Exchange of Trust Preferred Securities. (a) The Trustee shall cause a Register (the "RegisterREGISTER") to be kept at the office of the Registrar in which, subject to such reasonable regulations as the Trustee and the Registrar may prescribe, the Trustee shall provide for the registration of Trust Preferred Securities and of transfers and exchanges of Trust Preferred Securities as herein provided. In the absence of appointing a third party, the Trustee shall serve as the Registrar. JPMorgan Chase Bank at its corporate trust office in New York, New York is hereby appointed the initial Registrar. The Grantor may remove the Registrar and, upon removal or resignation of the Registrar, appoint a successor Registrar. Subject to the terms and conditions of this Trust Agreement, the Registrar shall register the transfers on the Register from time to time of Trust Preferred Securities upon any surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement, together with evidence of the payment of any transfer taxes as may be required by law. Upon such surrender, the Trustee shall execute and, if applicable, the Registrar shall countersign, a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities in accordance with Section 4.01(e) and deliver the same to or upon the order of the Person entitled thereto. (b) At the option of a Holder, Trust Preferred Securities may be exchanged for other Trust Preferred Securities representing the same corresponding amount of Company Preferred Securities. Upon surrender of a Trust Preferred Security at the office of the Registrar or such other office as the Trustee may designate for the purpose of effecting an exchange of Trust Preferred Securities, subject to the conditions to transfer set forth in this Trust Agreement, the Trustee shall execute and, if applicable, the Registrar shall countersign, and deliver a new Trust Preferred Security representing the same corresponding amount of Company Preferred Securities as the Trust Preferred Security surrendered. As a condition precedent to the registration of the transfer or exchange of any Trust Preferred Security, the Registrar may require (i) production of proof satisfactory to it as to the identity and genuineness of any signature; (ii) compliance with such regulations, if any, as the Trustee or the Registrar may establish not inconsistent with the provisions of this Trust Agreement; and (iii) such other information as the Registrar may reasonably request. No Holder may require the transfer of any Trust Preferred Security to be registered during the period of fifteen days ending on the due date for any payment of principal the liquidation amount on the Trust Preferred Securities. The Trust shall not be required to register, or cause others to register, the transfer of Trust Preferred Securities after such Trust Preferred Securities have been called for redemption. Registration of transfers of Trust Preferred Securities, including Trust Preferred Securities Certificates, shall be made without change by the Trust, but the transferor must pay any tax or governmental charge that may be imposed in relation to the transfer, together with any indemnity that the Trust or the Bank Group or the Transfer Agent may require. (c) The Global Certificate is exchangeable for Definitive Trust Preferred Security Securities Certificates in registered form if DTC: (i) notifies the Trust Grantor that it is unwilling or unable to continue as depositary for the Global Certificate and the Trust Grantor does not appoint a successor depositary or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934. Upon surrender of the Global Certificates by the Clearing Agency, accompanied by registration instructions, the Grantor will cause to be prepared for delivery to the Owners the Definitive Trust Preferred Securities Certificates in accordance with instructions of the Clearing Agency. Definitive Trust Preferred Securities Certificates may be transferred in any whole-number multiples of $[1,000][25INSERT MINIMUM DENOMINATION OF TRUST PREFERRED SECURITIES] by surrendering the 11 Definitive Trust Preferred Securities Certificates, together with the form of transfer endorsed on it, duly completed and executed, at the specified office of the Transfer Agent. The initial Transfer Agent shall be Wilmington Trust CompanyJPMorgan Chase Bank at its corporate trust office in New York, New York. [IF THE TRUST PREFERRED SECURITIES WILL BE LISTED ON THE LUXEMBOURG STOCK EXCHANGE INSERT: As long as the Trust Preferred Securities are listed on the [insert applicable stock exchange]Luxembourg Stock Exchange, the Trust shall also maintain maintain, at the expense of the Grantor, a Transfer Agent in [insert location/country of applicable stock exchange]Luxembourg. The initial [insert location/country of applicable stock EXCHANGE] Luxembourg Transfer Agent shall be [Name of Transfer Agent]. ________.] If only part of a Definitive Trust Preferred Securities Certificate is transferred, a new Definitive Trust Preferred Securities Certificate representing the securities not transferred shall be issued to the transferor within three business days Business Days after the Transfer Agent receives the certificate. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were not transferred shall be delivered to the transferor by uninsured mail at the risk of the transferor, to the address of the transferor that appears in the Register. The new Definitive Trust Preferred Securities Certificate representing the Trust Preferred Securities that were transferred shall be sent to the transferee within three business days Business Days after the Trustee receives the surrendered Definitive Trust Preferred Securities Certificate by uninsured mail at the risk of the Holder entitled to the Definitive Trust Preferred Securities Certificate, to the address specified on the form of transfer. All transfers of Definitive Trust Preferred Securities Certificates and entries shall be made as provided in the Registrar any registrar and Transfer Agency Agreementtransfer agency agreement, among the Trust and the Registrar and Transfer Agents, relating to the Trust Preferred Securities. (d) No Trust Preferred Securities may be sold or otherwise transferred unless the purchaser or transferee of such Trust Preferred Securities represents, or is deemed to represent, that on each day from the date of acquisition through and including the date of disposition either (i) it is not an employee benefit plan or other plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, a governmental or other plan subject to substantially similar federal, state or local law ("SIMILAR LAW"), an entity whose underlying assets include "plan assets" by reason of any such plan's investment in the entity or otherwise (each, a "PLAN") or acting on behalf of or investing the assets of any such Plan or (ii) it is eligible for the exemptive relief available under Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or 84-14 (or similar exemption from Similar Law) with respect to the acquisition, holding and disposition of the Trust Preferred Securities. In connection with any transfer of beneficial interests in the Global Certificate, neither the Trustee nor the Registrar shall have any responsibility for determining or monitoring compliance with the provisions of the foregoing sentence; and in connection with any transfer of a Definitive Trust Preferred Securities Certificate, unless the Grantor shall have required that any transferee execute an appropriate certification as to compliance with the provisions of said sentence as a condition to any such transfer, the form of which certification shall have been delivered to the Trustee and the Registrar, the Trustee and the Registrar shall be entitled to assume, in connection with any such transfer, that the transferee has complied with the provisions of said sentence.