Common use of Title; Payment and Terms Clause in Contracts

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to Board Resolutions of the Issuer. The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board Resolutions, may be determined by the Issuer from time to time and set forth in the Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable, any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the option; (7) the obligation, if any, of the Issuer to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Securities of that series shall be issuable; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (10) the inapplicability of any Event of Default or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein to Securities of that series; (11) if a Person other than The Bank of New York is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (17) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (18) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (20) the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; and (24) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be substantially identical except as to denomination and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as set forth above, may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Senior Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions Resolution of the Issuer. The Securities will constitute direct, unsubordinated, unconditional and (except as provided in Section 10.06) unsecured obligations of the Issuer and will rank at least equally with all other unsecured and unsubordinated obligations of the Issuer (subject, in the event of insolvency, to laws of general applicability relating to or affecting creditors’ rights). The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions of the Issuer and, subject to Section 3033.03, set forth in, or determined in the manner provided in, an Officer's Certificate of the IssuerOfficers’ Certificate, or established in one or more indentures supplemental indentures hereto, prior to the issuance of Securities of any series any or all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that the series and set forth in the such Securities of that the series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) ; if the Securities of that series will be in bearer rather than registered form, the forms, procedures and mechanics to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Senior Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3043.04, 3053.05, 3063.06, 906 9.06 or 110711.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (2) and whether additional the percentage or percentages of principal amount at which the debt securities of the series will be issued; (3) certain dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other seriesissued; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3b) the date or dates (or manner of determining the same) on which which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable payable; and (whichc) the record dates, if so provided in such Board Resolutionsany, may be determined by for the Issuer from time to time and set forth in the determination of Holders of Securities of the such series issued from time to time)whom such principal (and premium, if any) is payable; (4) information with regard to interest, including: (a) the rate or rates (or the manner of calculation thereof, including any provisions for the increase or decrease of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be issued; (b) the date or dates from which such interest shall accrue, ; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); and (d) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 1002, 10.02: (a) the principal of (and premium, if any, on) and interest, if any, on Securities of that series shall be payable, ; (b) any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, ; and (c) notices and demands to or upon the Issuer in respect of the Securities of that series and this Senior Indenture may be served; (6) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions conditions, if any, upon which Securities of that series may be redeemed, purchased or repaid, in whole or in part, at the option of the Issuer, if Issuer or otherwise including the Issuer is to have period or periods within which or manner of determining the optionsame and the price or prices at which or manner of determining the same; (7) the obligationobligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the minimum denomination or denominations in which any Securities of that series shall be issuableissuable if other than integral multiples of $1,000; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a redemption prior to Maturity or a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02; (10) the inapplicability of any Event of Default or covenant if other than as set forth in Article Ten hereof this Senior Indenture, any Events of Default and any covenants or agreements of the Issuer with respect to the Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to or agreements are consistent with the Events of Default or covenants or agreements set forth herein to Securities of that seriesherein; (11) if a Person other than The Bank of New York Citibank, N.A. is to act as Senior Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Senior Trustee and if other than such Senior Trustee, the identity of each Security Registrar and/or Paying Agent; (12) the currencyindex, currencies or currency units in which payment if any, used to determine the amount of the payments of principal of (and premium, if any, on) and interest, if any, on any the Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101series; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 4.01, provisions for the satisfaction and discharge of this Senior Indenture with respect to the Securities of that series; (1714) the date as of which any Global global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1815) the application, if any, of Sections 10.08 and 11.08 to the Securities of that series; (16) whether the Securities of the series shall be issued in whole or in part in the form of a Global global Security or Securities and, in such case, the Depositary for such Global global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (2017) whether any legends shall be stamped or imprinted on all or a portion of the Securities of such series, and the terms and conditions upon which any such legends may be removed; (18) the extent and manner, if any, to which payment on or in respect form of the Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition terms and conditions of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such optionSecurities); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; and (2419) any other terms of that series (which terms shall not be inconsistent consistent with the provisions of this IndentureSenior Indenture except as such terms are otherwise expressly provided for in an applicable Board Resolution or supplemental indenture executed hereunder with respect to such series). All Securities of any particular series shall be substantially identical except as to authentication date, public offering price, denomination and the date from which interestissue date, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Officers’ Certificates relating thereto or provided in or pursuant to any supplemental indenture heretohereto (provided that the Securities of a series shall be fungible with all other Securities of such series). The terms of such Securities, as set forth above, Securities may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in the Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. If any of the terms of the Securities of a series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be certified by an appropriate officer of the Issuer and delivered to the Senior Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such Securities. Prior to the delivery of a Security of any series in any such form to the Senior Trustee for the Securities of such series for authentication, the Issuer shall deliver to the Senior Trustee (and the Senior Trustee shall be fully protected in relying upon) an Issuer Order for the authentication and delivery of such Trustee Securities and the following: (1) The the Board Resolutions of Resolution, the Issuer Officers’ Certificate and the supplemental indenture, as applicable, by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An an Officers' ’ Certificate of the Issuer dated the date such Certificate certificate is delivered to such the Senior Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Senior Indenture relating to the authentication and delivery of such Securities in such forms form have been complied with; and (3) An an Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect stating that such Securities in such forms, when (a) completed by appropriate insertions and executed authenticated and delivered by the Issuer to such Senior Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the any conditions specified in such Opinion of Counsel, shall will constitute the legal, valid and binding obligations of the IssuerIssuer enforceable in accordance with their terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium, insolvency moratorium and other similar laws generally of general applicability relating to or affecting creditors' rights, ’ rights and to general equitable principlesequity principles and that the Guarantee, when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Senior Trustee and when properly endorsed by the Guarantor in the manner and subject to an implied covenant any conditions specified in such Opinion of good faith Counsel, will constitute valid and fair dealing binding obligations of the Guarantor enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securitiesgeneral equity principles .

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Subordinated Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions Resolution of the Issuer. The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions of the Issuer and, subject to Section 3033.03, set forth in, or determined in the manner provided in, an Officer's Certificate of the IssuerOfficers’ Certificate, or established in one or more indentures supplemental indentures hereto, prior to the issuance of Securities of any series any or all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that the series and set forth in the such Securities of that the series when issued from time to time): (1) whether Securities of that series are to be Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities; (2) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) ; if the Securities of that series will be in bearer rather than registered form, the forms, procedures and mechanics to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Subordinated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3043.04, 3053.05, 3063.06, 906 9.06 or 110711.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (3) and whether additional the percentage or percentages of principal amount at which the debt securities of the series will be issued; (4) certain dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other seriesissued; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3b) the date or dates (or manner of determining the same) on which which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable payable; and (whichc) the record dates, if so provided in such Board Resolutionsany, may be determined by for the Issuer from time to time and set forth in the determination of Holders of Securities of the such series issued from time to time)whom such principal (and premium, if any) is payable; (45) information with regard to interest, including: (a) the rate or rates (or the manner of calculation thereof, including any provisions for the increase or decrease of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be issued; (b) the date or dates from which such interest shall accrue, ; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); (d) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, ; and (e) the basis upon manner in which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307paid; (56) the place or places where, subject to the provisions of Section 1002, 10.02: (a) the principal of (and premium, if any, on) and interestinterest or Deferred Interest, if any, on Securities of that series shall be payable, ; (b) any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, ; and (c) notices and demands to or upon the Issuer in respect of the Securities of that series and this Subordinated Indenture may be served; (67) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions conditions, if any, upon which Securities of that series may be redeemed, purchased or repaid, in whole or in part, at the option of the IssuerIssuer or otherwise including the period or periods within which or manner of determining the same and the price or prices at which or manner of determining the same, if the Issuer is and whether and under what conditions such Securities shall be subject to have the optiona Permitted Variation in lieu of redemption; (7) 8) the obligationright or obligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, 9) the minimum denomination or denominations in which any Securities of that series shall be issuableissuable if other than integral multiples of $1,000; (910) the percentage with respect to Securities other than Perpetual Subordinated Debt Securities or other principal amount at which Securities of that series shall be issued andPerpetual Subordinated Capital Securities, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a redemption prior to Maturity or a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02; (1011) the inapplicability of any Event of Default or covenant if other than as set forth in Article Ten hereof this Subordinated Indenture, any additional or differing provisions, if any, with respect to Deferred Interest, Events of Default, Payment Defaults, Perpetual Security Defaults, Payment Events, Tax Events, Regulatory Events, Issuer Junior Securities, Issuer Parity Securities, Guarantor Junior Securities, Guarantor Parity Securities and subordination, together with details for any indemnification (including the Events of Default, Payment Defaults, Perpetual Security Defaults and Payment Events described in Sections 5.01 and 5.03) and any covenants or agreements of the Issuer with respect to the Securities of that series, whether or the applicability of any other not such Events of Default, Payment Defaults, Perpetual Security Defaults or Payment Events or covenants in addition to or agreements are consistent with the Events of Default Default, Payment Defaults, Perpetual Security Defaults or Payment Events or covenants or agreements set forth herein to Securities of that seriesherein; (1112) if a Person other than The Bank of New York Citibank, N.A. is to act as Subordinated Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Subordinated Trustee and if other than such Subordinated Trustee, the identity of each Security Registrar and/or Paying Agent; (1213) the currencyindex, currencies or currency units in which payment if any, used to determine the amount of the payments of principal of (and premium, if any, on) and interestinterest and Deferred Interest, if any, on any the Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be madeseries; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 4.01, provisions for the satisfaction and discharge of this Subordinated Indenture with respect to the Securities of that series; (1715) the date as of which any Global global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1816) the application, if any, of Sections 10.07 and 11.08 to the Securities of that series; (17) whether the Securities of the series shall be issued in whole or in part in the form of a Global global Security or Securities and, in such case, the Depositary for such Global global Security or Securities, ; (18) whether such global form any legends shall be permanent stamped or temporaryimprinted on all or a portion of the Securities of such series, and the terms and conditions upon which any such legends may be removed; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which Securities of that series (including the temporary Global Security can be exchanged for definitive terms and conditions of such Securities); (20) in the extent case of any series of Perpetual Subordinated Capital Securities and mannerany series of Perpetual Subordinated Debt Securities, if anythe particular terms of such series, to which payment on or in respect of Securities of that series shall be subordinated including those relating to the prior payment Optional Interest Payment Dates, optional redemption, and such other terms relating to Deferred Interest, Events of other liabilities Default, Perpetual Security Defaults, Payment Events, Tax Events, Tax Call Events, Regulatory Events, Issuer Junior Securities, Issuer Parity Securities, Guarantor Junior Securities, Guarantor Parity Securities and obligations of the Issuersubordination; (21) whether and in the case of any series of Dated Subordinated Debt Securities, any additional terms relating to the deferral of interest; (22) under what circumstances, if any, the Issuer shall will pay additional amounts as contemplated by Section 1011 Additional Amounts on the Securities of the that series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any taxtaxes, assessment duties, assessments or other governmental charge charges of whatever nature imposed, levied, collected, withheld, deducted or assessed (and the relevant Taxing Jurisdiction) and, if so, whether the Issuer shall will have the option to redeem or enter into a Permitted Variation of the terms of such Securities rather than pay such additional amounts Additional Amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; and (2423) any other terms of that series (which terms shall not be inconsistent consistent with the provisions of this IndentureSubordinated Indenture except as such terms are otherwise expressly provided for in an applicable Board Resolution or supplemental indenture executed hereunder with respect to such series). All Securities of any particular series shall be substantially identical except as to authentication date, public offering price, denomination and the date from which interestissue date, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Officers’ Certificates relating thereto or provided in or pursuant to any supplemental indenture heretohereto (provided that the Securities of a series shall be fungible with all other Securities of such series). The terms of such Securities, as set forth above, Securities may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in the Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. If any of the terms of the Securities of a series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be certified by an appropriate officer of the Issuer and delivered to the Subordinated Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such Securities. Prior to the delivery of a Security of any series in any such form to the Subordinated Trustee for the Securities of such series for authentication, the Issuer shall deliver to the Subordinated Trustee (and the Subordinated Trustee shall be fully protected in relying upon) an Issuer Order for the authentication and delivery of such Trustee Securities and the following: (1) The the Board Resolutions of Resolution, the Issuer Officers’ Certificate and the supplemental indenture, as applicable, by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An an Officers' ’ Certificate of the Issuer dated the date such Certificate certificate is delivered to such the Subordinated Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Subordinated Indenture relating to the authentication and delivery of such Securities in such forms form have been complied with; and (3) An an Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect stating that such Securities in such forms, when (a) completed by appropriate insertions and executed authenticated and delivered by the Issuer to such Subordinated Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the any conditions specified in such Opinion of Counsel, shall will constitute the legal, valid and binding obligations of the IssuerIssuer enforceable in accordance with their terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium, insolvency moratorium and other similar laws generally of general applicability relating to or affecting creditors' rights, ’ rights and to general equitable principlesequity principles and that the Guarantee, when the Securities upon which it shall have been endorsed shall have been authenticated and delivered by the Subordinated Trustee and when properly endorsed by the Guarantor in the manner and subject to an implied covenant any conditions specified in such Opinion of good faith Counsel, will constitute valid and fair dealing binding obligations of the Guarantor enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securitiesgeneral equity principles.

Title; Payment and Terms. The aggregate principal amount of Debt Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Debt Securities may be issued up to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Debt Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with With respect to unissued Securities any particular series of that series and set forth in Debt Securities, the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Debt Securities of that series (which shall distinguish the Debt Securities of that series from all other series of Debt Securities); (2) any limit upon the aggregate principal amount of the Debt Securities of that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of that series pursuant to Section 3043.4, 3053.5, 3063.6, 906 9.6 or 1107) and whether additional 11.7 or otherwise pursuant to any covenant permitting the purchase of a portion of the Debt Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities); (3) the date or dates (or manner of determining the same) on which the principal of the Debt Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Debt Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Debt Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Debt Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 100210.2, the principal of (and premium, if any) and interest, if any, on Debt Securities of that series shall be payable, any Debt Securities of that series may be surrendered for registration of transfer, any Debt Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Debt Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), and the terms and conditions upon which Debt Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionCompany; (7) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Debt Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Debt Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Debt Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2; (10) the inapplicability of any Event addition to, or modification or deletion of, any Events of Default or covenant set forth in Article Ten hereof covenants of the Company with respect to the Debt Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (11) if a Person other than The Bank of New York Star Bank, N.A. is to act as Trustee for the Debt Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 4.1, provisions for the satisfaction and discharge of this Indenture with respect to the Debt Securities of that series; (1713) any provision relating to the date as defeasance of which any Global Security representing Outstanding the obligations of the Company in connection with the Debt Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issuedseries; (1814) any provisions regarding exchangeability or conversion of the Debt Securities of that series; (15) whether the Debt Securities of the series shall be issued in whole or in part in the form of a one or more Global Security or Securities and, in such case, the U.S. Depositary for such Global Security or Securities, ; whether such global form shall be permanent or temporary; (19) if ; the manner in which and the circumstances under which Global Securities representing Debt Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can may be exchanged for Debt Securities in definitive Securities; (20) form, if other than, or in addition to, the manner and circumstances specified in Section 3.5 hereof; the extent and mannerto which, or the manner in which, any interest payable on any Global Security on any Interest Payment Date will be paid, if other than in the manner provided in Section 3.7; the manner in which the principal of, or premium, if any, to which payment on or in respect of Securities of that series shall on, any Global Security will be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstancespaid, if any, the Issuer shall pay additional amounts other than as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourset forth elsewhere herein; and (2416) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Resolution relating thereto or provided in or pursuant to any supplemental indenture heretothereto. The terms of such Debt Securities, as set forth above, may be determined by the Issuer Company from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. Any of the terms of the Debt Securities, as set forth above, may be made dependent upon facts ascertainable outside the Board Resolution provided that the manner in which said facts shall operate upon the terms is set forth in the Board Resolution. All Debt Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Debt Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to Board Resolutions of the Issuer. The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Officers’ Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of SecuritiesSecurities and include CUSIPs); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board Resolutions, may be determined by the Issuer from time to time and set forth in the Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof, including by reference to any index or formula) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable, any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, any Securities of that series may be surrendered for conversion, and notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the option; (7) the obligation, if any, of the Issuer to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 2,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Securities of that series shall be issuable; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (10) the inapplicability of any addition or change to, or deletion from, any Event of Default or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein to Securities of that series; (11) if a Person other than The Bank of New York Xxxxx Fargo Bank, National Association is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable or denominated if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "“Outstanding" ” in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) whether the Securities will not be issued in a transaction registered under the Securities Act and any restriction or condition on the transferability of the debt securities of such series; (16) the securities exchanges, if any, on which the Securities of the series may be listed; (17) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (1618) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (1719) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1820) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary; (1921) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (2022) any addition or change to, or deletion from, any covenant set forth in Articles Seven, Eight or Ten which applies to the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuerseries; (2123) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 1009 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (2224) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (2325) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; (26) the provisions, if any, relating to any security provided for the Securities of the series or the Guarantees; (27) any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such series if other than those appointed herein; (28) the provisions, if any, relating to conversion or exchange of any Securities of such series, including if applicable, the conversion or exchange price, the conversion or exchange period, provisions as to whether conversion or exchange will be mandatory, at the option of the Holders thereof or at the option of the Issuer, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange if such series of Securities are redeemed; (29) whether the Securities of such series will be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination terms thereof; (30) whether the Securities of such series are entitled to the benefits of the Guarantee of any Guarantor pursuant to this Indenture, whether any such Guarantee shall be made on a senior or subordinated basis and, if applicable, a description of the subordination terms of any such Guarantee; (31) any change in the right of the Trustee or the right of the requisite Holders of Securities to declare the principal amount thereof due and payable; and (2432) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be substantially identical except as to denomination and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Officers’ Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as set forth above, may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' ’ Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' ’ rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with With respect to unissued Securities any particular series of that series and set forth in Securities, the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 906 or 1107); (3) and whether additional Securities of that series may are to be issued without the consent of Holders of outstanding issuable as Registered Securities, Bearer Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securitiesboth; (34) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Securities of the series issued from time to time); (45) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution, may be determined by the Company from time to time and set forth in the Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Registered Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months Date and the extent to which, or the manner in which, any interest payable on a temporary Global global Security on an Interest Payment Date, shall Date will be paid if other than in the manner provided in Section 307; (56) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable, any Registered Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Securities of that series and this Indenture may be served; (67) the period or periods within which (or manner of determining the same)which, the price or prices at which (which, the currency or manner of determining the same)currency unit in which, and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionCompany; (7) 8) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which within (or manner of determining the same), the price or prices at which (or manner of determining the same), 9) if the currency or currency unit in which, and which the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereofissuable is Dollars, the denominations in which any Registered Securities of that series shall be issuable; (9) , if other than denominations of $1,000 and any integral multiple thereof, and the percentage or other principal amount at denominations in which any Bearer Securities of that series shall be issued andissuable, if other than the denomination of $5,000; (10) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (1011) the inapplicability of any Event Events of Default or covenant set forth in Article Ten hereof and covenants of the Company with respect to the Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (1112) if a Person other than The Chase Manhattan Bank of New York is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (1213) if other than Dollars, the currency, currencies currency or currency units unit in which payment of the principal of (and premium, if any) or interest, if any, on the Securities of that series shall be made or in which the Securities of that series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of the provisions of Section 311; (14) if the principal of (and premium, if any) and interest, if any, on any the Securities of that series shall are to be payable if payable, at the election of the Company or a Holder thereof, in a currency or currency unit other than Dollars that in which such Securities are denominated or stated to be payable, in accordance with provisions in addition to or in lieu of, or in accordance with the provisions of, Section 311, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the equivalent thereof exchange rate between the currency or currency unit in Dollars for any purpose, including for purposes of which such Securities are denominated or stated to be payable and the definition of "Outstanding" currency or currency unit in Section 101which such Securities are to be so payable; (1315) the designation of the original Currency Determination Agent, if any; (16) if the amount of payments of principal of (or and premium, if any) or interest, if any, on any the Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index based on a currency or pursuant currency unit other than that in which such Securities are denominated or stated to a formulabe payable or any other index, the manner in which such amounts shall be determined; (1517) if the Securities may be converted into or exchanged for other securities for money borrowed of the Company, the terms and conditions thereof; (18) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (1619) if other than as set forth in Article FourSection 401, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (17) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (18) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (20) the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; and (24) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be substantially identical except as to denomination and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as set forth above, may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Debt Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Debt Securities may be issued up to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Debt Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with With respect to unissued Securities any particular series of that series and set forth in Debt Securities, the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Debt Securities of that series (which shall distinguish the Debt Securities of that series from all other series of Debt Securities); (2) any limit upon the aggregate principal amount of the Debt Securities of that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of that series pursuant to Section 3043.4, 3053.5, 3063.6, 906 9.6 or 1107) and whether additional 11.7 or otherwise pursuant to any covenant permitting the purchase of a portion of the Debt Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities); (3) the date or dates (or manner of determining the same) on which the principal of the Debt Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Debt Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Debt Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Debt Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 100210.2, the principal of (and premium, if any) and interest, if any, on Debt Securities of that series shall be payable, any Debt Securities of that series may be surrendered for registration of transfer, any Debt Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Debt Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), and the terms and conditions upon which Debt Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionCompany; (7) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Debt Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Debt Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Debt Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2; (10) the inapplicability of any Event addition to, or modification or deletion of, any Events of Default or covenant set forth in Article Ten hereof covenants of the Company with respect to the Debt Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (11) if a Person other than The Chase Manhattan Bank of New York is to act as Trustee for the Debt Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 4.1, provisions for the satisfaction and discharge of this Indenture with respect to the Debt Securities of that series; (1713) any provision relating to the date as defeasance of which any Global Security representing Outstanding the obligations of the Company in connection with the Debt Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issuedseries; (1814) any provisions regarding exchangeability or conversion of the Debt Securities of that series; (15) whether the Debt Securities of the series shall be issued in whole or in part in the form of a one or more Global Security or Securities and, in such case, the U.S. Depositary for such Global Security or Securities, ; whether such global form shall be permanent or temporary; (19) if ; the manner in which and the circumstances under which Global Securities representing Debt Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can may be exchanged for Debt Securities in definitive Securities; (20) form, if other than, or in addition to, the manner and circumstances specified in Section 3.5 hereof; the extent and mannerto which, or the manner in which, any interest payable on any Global Security on any Interest Payment Date will be paid, if other than in the manner provided in Section 3.7; the manner in which the principal of, or premium, if any, to which payment on or in respect of Securities of that series shall on, any Global Security will be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstancespaid, if any, the Issuer shall pay additional amounts other than as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourset forth elsewhere herein; and (2416) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture. All Debt Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Resolution relating thereto or provided in or pursuant to any supplemental indenture heretothereto. The terms of such Debt Securities, as set forth above, may be determined by the Issuer Company from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. Any of the terms of the Debt Securities, as set forth above, may be made dependent upon facts ascertainable outside the Board Resolution provided that the manner in which said facts shall operate upon the terms is set forth in the Board Resolution. All Debt Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Debt Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Debt Securities which may be authenticated and delivered and Outstanding outstanding under this Indenture is unlimited. The Debt Securities may be issued up to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Debt Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with With respect to unissued Securities any particular series of that series and set forth in Debt Securities, the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Debt Securities of that series (which shall distinguish the Debt Securities of that series from all other series of Debt Securities); (2) any limit upon the aggregate principal amount of the Debt Securities of that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional 1107 or otherwise pursuant to any covenant permitting the purchase of a portion of the Debt Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities); (3) the date or dates (or manner of determining the same) on which the principal of the Debt Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Debt Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Debt Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Debt Securities on any Interest Payment Date, the basis upon which interest Date whether and under what circumstances Additional Amounts on Debt Securities of that series shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307payable; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Debt Securities of that series shall be payable, any Debt Securities of that series may be surrendered for registration of transfer, any Debt Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Debt Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), and the terms and conditions upon which Debt Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionCompany; (7) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Debt Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Debt Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations U.S. Dollars, the currency or currencies or units based on or related to currencies in which the Debt Securities of $5,000 such series shall be denominated and integral multiples in which payments of $1,000 in excess principal of (and premium, if any) and interest, if any, on such Debt Securities shall or may be payable; (9) if the principal of (and premium, if any) or interest, if any, on the Debt Securities of a series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies or units based on or related to currencies other than that in which the Debt Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (10) if the amount of payments of principal of (and premium, if any) and interest, if any, on the Debt Securities of a series may be determined with reference to an index based on (i) a currency or currencies or units based on or related to currencies other than that in which the Debt Securities are stated to be payable, (ii) changes in the price of one or more other securities or groups or indexes of securities or (iii) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts shall be determined; (11) the denominations in which any Debt Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (912) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (1013) the inapplicability of any Event addition to, or modification or deletion of, any Events of Default or covenant set forth in Article Ten hereof covenants of the Company with respect to the Debt Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (1114) if a Person other than The Xxxxx Fargo Bank of New York Minnesota, N.A. is to act as Trustee for the Debt Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 401, provisions for the satisfaction and discharge of this Indenture with respect to the Debt Securities of that series; (16) any provision relating to the defeasance of the obligations of the Company in connection with the Debt Securities of that series; (17) any provisions regarding exchangeability or conversion of the date as of which any Global Security representing Outstanding Debt Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issuedseries; (18) whether the Debt Securities of the series shall be issued in whole or in part in the form of a one or more Global Security or Securities and, in such case, the U.S. Depositary for such Global Security or Securities, ; whether such global form shall be permanent or temporary; (19) if ; the manner in which and the circumstances under which Global Securities representing Debt Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can may be exchanged for Debt Securities in definitive Securities; (20) form, if other than, or in addition to, the manner and circumstances specified in Section 305 hereof; the extent and mannerto which, or the manner in which, any interest payable on any Global Security on an Interest Payment Date will be paid, if other than in the manner provided in Section 307; the manner in which the principal of, or premium, if any, to which payment on or in respect of Securities of that series shall on, any Global Security will be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstancespaid, if any, the Issuer shall pay additional amounts other than as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourset forth elsewhere herein; and (2419) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Resolution relating thereto or provided in or pursuant to any supplemental indenture heretothereto. The terms of such Debt Securities, as set forth above, may be determined by the Issuer Company from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. All Debt Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Debt Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Debt Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Debt Securities may be issued up to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Debt Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with With respect to unissued Securities any particular series of that series and set forth in Debt Securities, the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Debt Securities of that series (which shall distinguish the Debt Securities of that series from all other series of Debt Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3) the date or dates (or manner of determining the same) on which the principal of the Debt Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Debt Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Debt Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Debt Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 100210.2, the principal of (and premium, if any) and interest, if any, on Debt Securities of that series shall be payable, any Debt Securities of that series may be surrendered for registration of transfer, any Debt Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Debt Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), and the terms and conditions upon which Debt Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionCompany; (7) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Debt Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Debt Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Debt Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2; (10) the inapplicability of any Event addition to, or modification or deletion of, any Events of Default or covenant set forth in Article Ten hereof covenants of the Company with respect to the Debt Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that series; (11) if a Person other than The Bank of New York is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trusteeherein; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 4.1, provisions for the satisfaction and discharge of this Indenture with respect to the Debt Securities of that series; (1713) any provision relating to the date as defeasance of which any Global Security representing Outstanding the obligations of the Company in connection with the Debt Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issuedseries; (1814) any provisions regarding exchangeability or conversion of the Debt Securities of that series; (15) whether the Debt Securities of the series shall be issued in whole or in part in the form of a one or more Global Security or Securities and, in such case, the U.S. Depositary for such Global Security or Securities, ; whether such global form shall be permanent or temporary; (19) if ; the manner in which and the circumstances under which Global Securities representing Debt Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can may be exchanged for Debt Securities in definitive Securities; (20) form, if other than, or in addition to, the manner and circumstances specified in Section 3.5 hereof; the extent and mannerto which, or the manner in which, any interest payable on any Global Security on any Interest Payment Date will be paid, if other than in the manner provided in Section 3.7; the manner in which the principal of, or premium, if any, to which payment on or in respect of Securities of that series shall on, any Global Security will be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstancespaid, if any, the Issuer shall pay additional amounts other than as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourset forth elsewhere herein; and (2416) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Resolution relating thereto or provided in or pursuant to any supplemental indenture heretothereto. The terms of such Debt Securities, as set forth above, may be determined by the Issuer Company from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. Any of the terms of the Debt Securities, as set forth above, may be made dependent upon facts ascertainable outside the Board Resolution provided that the manner in which said facts shall operate upon the terms is set forth in the Board Resolution. All Debt Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Debt Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Debt Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Debt Securities may be issued up to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Debt Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with With respect to unissued Securities any particular series of that series and set forth in Debt Securities, the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Debt Securities of that series (which shall distinguish the Debt Securities of that series from all other series of Debt Securities); (2) any limit upon the aggregate principal amount of the Debt Securities of that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional 1107 or otherwise pursuant to any covenant permitting the purchase of a portion of the Debt Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities); (3) the date or dates (or manner of determining the same) on which the principal of the Debt Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Debt Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Debt Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Debt Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Debt Securities of that series shall be payable, any Debt Securities of that series may be surrendered for registration of transfer, any Debt Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Debt Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), and the terms and conditions upon which Debt Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionCompany; (7) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Debt Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Debt Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Debt Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (10) the inapplicability of any Event addition to, or modification or deletion of, any Events of Default or covenant set forth in Article Ten hereof covenants of the Company with respect to the Debt Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (11) if a Person other than The Fifth Third Bank of New York is to act as Trustee for the Debt Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 401, provisions for the satisfaction and discharge of this Indenture with respect to the Debt Securities of that series; (1713) any provision relating to the date as defeasance of which any Global Security representing Outstanding the obligations of the Company in connection with the Debt Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issuedseries; (1814) whether the Securities any provisions regarding exchangeability or conversion of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (20) the extent and manner, if any, to which payment on or in respect of Debt Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourseries; and (2415) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as set forth above, may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.,

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Subordinated Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions Resolution of the Issuer. The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions of the Issuer and, subject to Section 3033.03, set forth in, or determined in the manner provided in, an Officer's Certificate of the IssuerOfficers’ Certificate, or established in one or more indentures supplemental indentures hereto, prior to the issuance of Securities of any series any or all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that the series and set forth in the such Securities of that the series when issued from time to time): (1) whether Securities of that series are to be Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities; (2) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) ; if the Securities of that series will be in bearer rather than registered form, the forms, procedures and mechanisms to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Subordinated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3043.04, 3053.05, 3063.06, 906 9.06 or 110711.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (3) and whether additional the percentage or percentages of principal amount at which the debt securities of the series will be issued; (4) certain dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other seriesissued; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3b) the date or dates (or manner of determining the same) on which which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable payable; and (whichc) the record dates, if so provided in such Board Resolutionsany, may be determined by for the Issuer from time to time and set forth in the determination of Holders of Securities of the such series issued from time to time)whom such principal (and premium, if any) is payable; (45) information with regard to interest, including: (a) the rate or rates (or the manner of calculation thereof, including any provisions for the increase or decrease of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be issued; (b) the date or dates from which such interest shall accrue, ; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); (d) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, ; and (e) the basis upon manner in which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any paid (including whether such interest payable on a temporary Global Security on an Interest Payment Date, shall may be paid if other than in accordance with the manner provided in Section 307Alternative Coupon Satisfaction Mechanism); (56) the place or places where, subject to the provisions of Section 1002, 10.02: (a) the principal of (and premium, if any, on) and interestinterest or Deferred Interest, if any, on Securities of that series shall be payable, ; (b) any Registered Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, ; and (c) notices and demands to or upon the Issuer in respect of the Securities of that series and this Subordinated Indenture may be served; (67) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions conditions, if any, upon which Securities of that series may be redeemed, purchased or repaid in whole or in part, at the option of the IssuerIssuer or otherwise, if including the Issuer is to have period or periods within which or manner of determining the optionsame, the price or prices at which or manner of determining the same, and the currency or currency unit in which the Securities may be redeemed; (7) 8) the obligationobligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, 9) the minimum denomination or denominations in which any Registered Securities of that series shall be issuableissuable if other than integral multiples of $1,000; (910) the percentage with respect to Securities other than Perpetual Subordinated Debt Securities or other principal amount at which Securities of that series shall be issued andPerpetual Subordinated Capital Securities, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02; (1011) the inapplicability of any Event of Default additional covenants or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein agreements with respect to Securities of that series; (1112) if other than as set forth in this Subordinated Indenture, any Events of Default, Payment Defaults, Capital Security Defaults and Payment Events (including the Events of Default, Payment Defaults, Capital Security Defaults and Payment Events described in Sections 5.01 and 5.03) and any covenants or agreements of the Issuer with respect to the Securities of that series, whether or not such Events of Default, Payment Defaults, Capital Security Defaults or Payment Events or covenants or agreements are consistent with the Events of Default, Payment Defaults, Capital Security Defaults or Payment Events or covenants or agreements set forth herein; (13) if a Person other than The Bank of New York Citibank, N.A. is to act as Subordinated Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Subordinated Trustee; (1214) if other than Dollars, the currency, currencies currency or currency units unit in which payment of the principal of (and premium, if any, on) and interestinterest or Deferred Interest, if any, on any the Securities of that series shall be payable if other than Dollars made or in which the Securities of that series shall be denominated and the manner of determining the equivalent thereof particular provisions applicable thereto in Dollars for any purposeaccordance with, including for purposes in addition to or in lieu of the definition provisions of "Outstanding" in Section 1013.11; (1315) if the principal of (or and premium, if any, on) or interestand interest and Deferred Interest, if any, on any the Securities of that series is are to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies a currency or currency units unit other than that or those in which the such Securities are denominated or stated to be payable, in accordance with provisions in addition to, in lieu of or in accordance with the currencyprovisions of Section 3.11, currencies the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency and currency unit in which such Securities are denominated or stated to be payable and the currency or currency units unit in which payment such Securities are to be so payable; (16) the designation of the original Currency Determination Agent, if any, and in what circumstances a Currency Determination Agent’s Certificate or an Exchange Rate Officers’ Certificate shall be delivered for Securities of that series; (17) the index, if any, used to determine the amount of payments of principal of (and premium, if any, on) and interestinterest and Deferred Interest, if any, on the Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be madethat series; (1418) if other than as set forth in Section 4.01, provisions for the satisfaction and discharge of this Subordinated Indenture with respect to the Securities of that series; (19) if the amount of payments of principal of or any premium or (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of such that series may be determined determined, at the election of the Issuer or a Holder thereof, with reference to an index based on a currency or pursuant currency unit other than that in which such Securities are denominated or stated to a formulabe payable or any other index, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (1720) the date as of which any Global global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1821) the application, if any, of Sections 10.07 and 11.08 to the Securities of that series; (22) the form of the Securities of that series (including the terms and conditions of such Securities); (23) whether the Securities of the series shall be issued in whole or in part in the form of a Global global Security or Securities and, in such case, the Depositary for such Global global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (2024) whether any legends shall be stamped or imprinted on all or a portion of the extent and manner, if any, to which payment on or in respect of Securities of that series shall such series, and the terms and conditions upon which any such legends may be subordinated to the prior payment of other liabilities and obligations of the Issuerremoved; (2125) in the case of any series of Perpetual Subordinated Capital Securities, the particular terms of such series, including those relating to the Optional Interest Payment Dates, Alternative Coupon Satisfaction Mechanism, Definitive Suspension, optional redemption, and such other terms relating to Deferred Interest, Events of Default, Capital Security Defaults, Payment Events, Tax Events, Tax Call Events, Regulatory Events, Senior Securities, Junior Securities, Parity Securities and subordination; (26) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to shall be convertible or exchangeable into Preference Shares at the definition option of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have pursuant to Article Fourteen; the option dates on which such conversion or exchange may occur (the date upon which the Issuer opts to redeem such exchange or convert the Securities rather than pay such additional amounts (being referred to as the “Event Date”); and the terms nature of any such option); (22) whether Securities of that series are to be issuable in bearer form the Preference Shares and any additions additional or changes other provisions relating to any of the provisions of this Indenture as shall be necessary to permit such conversion or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourexchange; and (2427) any other terms of that series (which terms shall not be inconsistent consistent with the provisions of this IndentureSubordinated Indenture except as such terms are otherwise expressly provided for in an applicable Board Resolution or supplemental indenture executed hereunder with respect to such series). All Securities of any particular series shall be substantially identical except as to authentication date, public offering price, denomination and the issue date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Officers’ Certificates relating thereto or provided in or pursuant to any supplemental indenture heretohereto (provided that the Securities of a series shall be fungible with all other Securities of such series). The terms of such Securities, as set forth above, Securities may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in the Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. If any of the terms of the Securities of a series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be certified by an appropriate officer of the Issuer and delivered to the Subordinated Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such Securities. Prior to the delivery of a Security of any series in any such form to the Subordinated Trustee for the Securities of such series for authentication, the Issuer shall deliver to such the Subordinated Trustee (and the Subordinated Trustee shall be fully protected in relying upon) the following: (1) The the Board Resolutions Resolution of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has to be endorsed thereon have been approved; (2) An an Officers' ’ Certificate of the Issuer dated the date such Certificate certificate is delivered to such the Subordinated Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Subordinated Indenture relating to the authentication and delivery of such Securities in such forms form have been complied with; and (3) An an Opinion of Counsel satisfying stating that each of the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such the Subordinated Trustee for authentication in accordance with this Subordinated Indenture, (b) authenticated (if appropriate) and delivered by such the Subordinated Trustee in accordance with this Indenture, Subordinated Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors of the Issuer and (c) issued by the Issuer sold in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute will be the legalvalid, valid binding and binding enforceable obligations of the Issuer, Issuer subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyanceinsolvency, moratorium, insolvency moratorium and other similar laws generally relating to or affecting creditors' rights’ rights generally, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Debt Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Debt Securities may be issued up to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Debt Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with With respect to unissued Securities any particular series of that series and set forth in Debt Securities, the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Debt Securities of that series (which shall distinguish the Debt Securities of that series from all other series of Debt Securities); (2) any limit upon the aggregate principal amount of the Debt Securities of that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of that series pursuant to Section 3043.4, 3053.5, 3063.6, 906 9.6 or 1107) and whether additional 11.7 or otherwise pursuant to any covenant permitting the purchase of a portion of the Debt Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities); (3) the date or dates (or manner of determining the same) on which the principal of the Debt Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Debt Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 100210.2, the principal of (and premium, if any) and interest, if any, on Debt Securities of that series shall be payable, any Debt Securities of that series may be surrendered for registration of transfer, any Debt Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Debt Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), and the terms and conditions upon which Debt Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionCompany; (7) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Debt Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Debt Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Debt Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2; (10) the inapplicability of any Event addition to, or modification or deletion of, any Events of Default or covenant set forth in Article Ten hereof covenants of the Company with respect to the Debt Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (11) if a Person other than The Bank of New York Star Bank, N.A. is to act as Trustee for the Debt Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 4.1, provisions for the satisfaction and discharge of this Indenture with respect to the Debt Securities of that series; (1713) any provision relating to the date as defeasance of which any Global Security representing Outstanding the obligations of the Company in connection with the Debt Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issuedseries; (1814) any provisions regarding exchangeability or conversion of the Debt Securities of that series; (15) whether the Debt Securities of the series shall be issued in whole or in part in the form of a one or more Global Security or Securities and, in such case, the U.S. Depositary for such Global Security or Securities, ; whether such global form shall be permanent or temporary; (19) if ; the manner in which and the circumstances under which Global Securities representing Debt Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can may be exchanged for Debt Securities in definitive Securities; (20) form, if other than, or in addition to, the 22 - 18 - manner and circumstances specified in Section 3.5 hereof; the extent and mannerto which, or the manner in which, any interest payable on any Global Security on any Interest Payment Date will be paid, if other than in the manner provided in Section 3.7; the manner in which the principal of, or premium, if any, to which payment on or in respect of Securities of that series shall on, any Global Security will be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstancespaid, if any, the Issuer shall pay additional amounts other than as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourset forth elsewhere herein; and (2416) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Resolution relating thereto or provided in or pursuant to any supplemental indenture heretothereto. The terms of such Debt Securities, as set forth above, may be determined by the Issuer Company from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. Any of the terms of the Debt Securities, as set forth above, may be made dependent upon facts ascertainable outside the Board Resolution provided that the manner in which said facts shall operate upon the terms is set forth in the Board Resolution. All Debt Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Debt Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, in an Officer's Officers' Certificate of the Issuer, or established in one or more supplemental indentures heretoCompany, prior to the issuance of Securities of any series all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer Company with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section Sections 304, 305, 306, 906 or 1107); (3) and whether additional Securities of that series may are to be issued without issuable as Registered Securities, Bearer Securities or both and any restrictions on the consent exchange of Holders one form of outstanding Securities for another and on the offer, sale and delivery of that series or any other series; the Securities in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securitieseither form; (34) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Securities of the series issued from time to time); (45) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Registered Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months Date and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall Date will be paid if other than in the manner provided in Section 307; (56) the place or places where, subject to the provisions of Section 1002, the principal of (of, and premium, if any) , and interest, if any, on Securities of that series shall be payable, any Registered Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Securities of that series and this Indenture may be served; (67) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the IssuerCompany, if and any remarketing arrangements with respect to the Issuer is to have the optionSecurities of that series; (7) 8) the obligation, if any, of the Issuer Company to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) 9) if other than denominations the currency in which the Securities of $5,000 and integral multiples of $1,000 in excess thereofthat series shall be issuable is Dollars, the denominations in which any Registered Securities of that series shall be issuable; (9) , if other than denominations of $1,000 and any integral multiple thereof, and the percentage or other principal amount at denominations in which any Bearer Securities of that series shall be issued andissuable, if other than the denomination of $5,000; (10) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (1011) the inapplicability of any Event Events of Default or covenant set forth in Article Ten hereof and covenants of the Company with respect to the Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (1112) if a Person other than The Chase Manhattan Bank of New York is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (1213) if other than Dollars, the currency, currencies currency or currency units unit in which payment of the principal of (of, and premium, if any) , and interest, if any, on any the Securities of that series shall be payable if other than Dollars made or in which the Securities of that series shall be denominated and the manner of determining the equivalent thereof particular provisions applicable thereto in Dollars for any purposeaccordance with, including for purposes in addition to or in lieu of the definition provisions of "Outstanding" in Section 101311; (1314) if the principal of (or of, and premium, if any) or , and interest, if any, on any the Securities of that series is are to be payable, at the election of the Issuer Company or a Holder thereof, in one or more currencies a currency or currency units unit other than that or those in which the such Securities are denominated or stated to be payable, in accordance with provisions in addition to or in lieu of, or in accordance with, the currencyprovisions of Section 311, currencies the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency or currency units unit in which payment such Securities are denominated or stated to be payable and the currency or currency unit in which such Securities are to be so payable; (15) the designation of the original Currency Determination Agent, if any; (16) if the Securities of such series are issuable as Indexed Securities, the manner in which the amount of payments of principal of (of, and premium, if any) , and interest, if any, on Securities of such that series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (1517) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (1618) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (1719) the date as of which any Bearer Securities of that series and any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1820) the application, if any, of Section 1010 to the Securities of that series; (21) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, the Depositary and Global Exchange Agent, if any, for such Global Security or Securities, whether such global form shall be permanent or temporarytemporary and, if applicable, the Exchange Date; (1922) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive SecuritiesSecurities and whether the definitive Securities will be Registered Securities and/or Bearer Securities and will be in global form and whether interest in respect of any portion of such Global Security payable in respect of an Interest Payment Date prior to the Exchange Date shall be paid to any clearing organization with respect to a portion of such Global Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date if other than as provided in this Article Three; (20) the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (2123) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to will be convertible or exchangeable into other securities of the definition of such term) in respect of any taxCompany or another Person, assessment or governmental charge and, and if so, whether the Issuer shall have the option to redeem terms and conditions upon which such Securities rather than pay such additional amounts (will be so convertible or exchangeable, including the conversion price or exchange rate and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form conversion or exchange period, and any additions or changes to any the Indenture with respect to the Securities of the provisions of this Indenture as shall be necessary such series to permit or facilitate the issuance of Securities in bearer form, registrable such conversion or not registrable as to principal, and with or without interest couponsexchange; (2324) the applicability, if any, form of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourseries; and (2425) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Resolution relating thereto or provided in or pursuant to any supplemental indenture heretothereto. The terms of such Securities, as set forth above, may be determined by the Issuer Company from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to Board Resolutions of the Issuer. The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Officers’ Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board Resolutions, may be determined by the Issuer from time to time and set forth in the Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a any temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable, any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the option; (7) the obligation, if any, of the Issuer to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 1,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Securities of that series shall be issuable; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (10) the inapplicability of any Event of Default or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein to Securities of that series; (11) if a Person other than The U.S. Bank of New York National Association is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "“Outstanding" ” in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of (or any premium premium, if any) or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (17) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (18) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (20) the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether and under what circumstances, if any, Securities of that series are convertible into common shares of the Issuer or are convertible into or exchangeable for other securities of the Issuer or another issuer; (23) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (2324) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; and (2425) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be substantially identical except as to denomination and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Officers’ Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as set forth above, may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' ’ Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' ’ rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Subordinated Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions Resolution of the Issuer. The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions of the Issuer and, subject to Section 3033.03, set forth in, or determined in the manner provided in, an Officer's Certificate of the IssuerOfficers’ Certificate, or established in one or more indentures supplemental indentures hereto, prior to the issuance of Securities of any series any or all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that the series and set forth in the such Securities of that the series when issued from time to time): (1) whether Securities of that series are to be Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities; (2) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) ; if the Securities of that series will be in bearer rather than registered form, the forms, procedures and mechanisms to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Subordinated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3043.04, 3053.05, 3063.06, 906 9.06 or 110711.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (3) and whether additional the percentage or percentages of principal amount at which the debt securities of the series will be issued; (4) certain dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other seriesissued; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3b) the date or dates (or manner of determining the same) on which which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable payable; and (whichc) the record dates, if so provided in such Board Resolutionsany, may be determined by for the Issuer from time to time and set forth in the determination of Holders of Securities of the such series issued from time to time)whom such principal (and premium, if any) is payable; (45) information with regard to interest, including: (a) the rate or rates (or the manner of calculation thereof, including any provisions for the increase or decrease of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be issued; (b) the date or dates from which such interest shall accrue, ; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); (d) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, ; and (e) the basis upon manner in which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any paid (including whether such interest payable on a temporary Global Security on an Interest Payment Date, shall may be paid if other than in accordance with the manner provided in Section 307Alternative Coupon Satisfaction Mechanism); (56) the place or places where, subject to the provisions of Section 1002, 10.02: (a) the principal of (and premium, if any, on) and interestinterest or Deferred Interest, if any, on Securities of that series shall be payable, ; (b) any Registered Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, ; and (c) notices and demands to or upon the Issuer in respect of the Securities of that series and this Subordinated Indenture may be served; (67) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions conditions, if any, upon which Securities of that series may be redeemed, purchased or repaid in whole or in part, at the option of the IssuerIssuer or otherwise, if including the Issuer is to have period or periods within which or manner of determining the optionsame, the price or prices at which or manner of determining the same, and the currency or currency unit in which the Securities may be redeemed; (7) 8) the obligationobligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, 9) the minimum denomination or denominations in which any Registered Securities of that series shall be issuableissuable if other than integral multiples of $1,000; (910) the percentage with respect to Securities other than Perpetual Subordinated Debt Securities or other principal amount at which Securities of that series shall be issued andPerpetual Subordinated Capital Securities, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02; (1011) the inapplicability of any Event of Default additional covenants or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein agreements with respect to Securities of that series; (1112) if other than as set forth in this Subordinated Indenture, any Events of Default, Payment Defaults, Capital Security Defaults and Payment Events (including the Events of Default, Payment Defaults, Capital Security Defaults and Payment Events described in Sections 5.01 and 5.03) and any covenants or agreements of the Issuer with respect to the Securities of that series, whether or not such Events of Default, Payment Defaults, Capital Security Defaults or Payment Events or covenants or agreements are consistent with the Events of Default, Payment Defaults, Capital Security Defaults or Payment Events or covenants or agreements set forth herein; (13) if a Person other than The Bank of New York Citibank, N.A. is to act as Subordinated Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Subordinated Trustee; (1214) if other than Dollars, the currency, currencies currency or currency units unit in which payment of the principal of (and premium, if any, on) and interestinterest or Deferred Interest, if any, on any the Securities of that series shall be payable if other than Dollars made or in which the Securities of that series shall be denominated and the manner of determining the equivalent thereof particular provisions applicable thereto in Dollars for any purposeaccordance with, including for purposes in addition to or in lieu of the definition provisions of "Outstanding" in Section 1013.11; (1315) if the principal of (or and premium, if any, on) or interestand interest and Deferred Interest, if any, on any the Securities of that series is are to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies a currency or currency units unit other than that or those in which the such Securities are denominated or stated to be payable, in accordance with provisions in addition to, in lieu of or in accordance with the currencyprovisions of Section 3.11, currencies the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency and currency unit in which such Securities are denominated or stated to be payable and the currency or currency units unit in which payment such Securities are to be so payable; (16) the designation of the original Currency Determination Agent, if any, and in what circumstances a Currency Determination Agent’s Certificate or an Exchange Rate Officers’ Certificate shall be delivered for Securities of that series; (17) the index, if any, used to determine the amount of payments of principal of (and premium, if any, on) and interestinterest and Deferred Interest, if any, on the Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be madethat series; (1418) if other than as set forth in Section 4.01, provisions for the satisfaction and discharge of this Subordinated Indenture with respect to the Securities of that series; (19) if the amount of payments of principal of or any premium or (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of such that series may be determined determined, at the election of the Issuer or a Holder thereof, with reference to an index based on a currency or pursuant currency unit other than that in which such Securities are denominated or stated to a formulabe payable or any other index, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (1720) the date as of which any Global global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1821) the application, if any, of Sections 10.07 and 11.08 to the Securities of that series; (22) the form of the Securities of that series (including the terms and conditions of such Securities); (23) whether the Securities of the series shall be issued in whole or in part in the form of a Global global Security or Securities and, in such case, the Depositary for such Global global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (2024) whether any legends shall be stamped or imprinted on all or a portion of the extent and manner, if any, to which payment on or in respect of Securities of that series shall such series, and the terms and conditions upon which any such legends may be subordinated to the prior payment of other liabilities and obligations of the Issuerremoved; (2125) in the case of any series of Perpetual Subordinated Capital Securities, the particular terms of such series, including those relating to the Optional Interest Payment Dates, Alternative Coupon Satisfaction Mechanism, Definitive Suspension, optional redemption, and such other terms relating to Deferred Interest, Events of Default, Capital Security Defaults, Payment Events, Tax Events, Tax Call Events, Regulatory Events, Senior Securities, Junior Securities, Parity Securities and subordination; (26) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series shall be convertible or exchangeable into Preference Shares at the option of the Issuer pursuant to any Holder who is not a United States person (including any modification to Article Fourteen; the definition dates on which of such term) in respect of any tax, assessment conversion or governmental charge and, if so, whether exchange may occur the date upon which the Issuer shall have opts to exchange or convert the option Securities being referred to redeem such Securities rather than pay such additional amounts as (the “Event Date”); and the terms nature of any such option); (22) whether Securities of that series are to be issuable in bearer form the Preference Shares and any additions additional or changes other provisions relating to any of the provisions of this Indenture as shall be necessary to permit such conversion or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourexchange; and (2427) any other terms of that series (which terms shall not be inconsistent consistent with the provisions of this IndentureSubordinated Indenture except as such terms are otherwise expressly provided for in an applicable Board Resolution or supplemental indenture executed hereunder with respect to such series). All Securities of any particular series shall be substantially identical except as to authentication date, public offering price, denomination and the issue date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Officers’ Certificates relating thereto or provided in or pursuant to any supplemental indenture heretohereto (provided that the Securities of a series shall be fungible with all other Securities of such series). The terms of such Securities, as set forth above, Securities may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in the Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. If any of the terms of the Securities of a series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be certified by an appropriate officer of the Issuer and delivered to the Subordinated Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such Securities. Prior to the delivery of a Security of any series in any such form to the Subordinated Trustee for the Securities of such series for authentication, the Issuer shall deliver to such the Subordinated Trustee (and the Subordinated Trustee shall be fully protected in relying upon) the following: (1) The the Board Resolutions Resolution of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has to be endorsed thereon have been approved; (2) An an Officers' ’ Certificate of the Issuer dated the date such Certificate certificate is delivered to such the Subordinated Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Subordinated Indenture relating to the authentication and delivery of such Securities in such forms form have been complied with; and (3) An an Opinion of Counsel satisfying stating that each of the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such the Subordinated Trustee for authentication in accordance with this Subordinated Indenture, (b) authenticated (if appropriate) and delivered by such the Subordinated Trustee in accordance with this Indenture, Subordinated Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors of the Issuer and (c) issued by the Issuer sold in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute will be the legalvalid, valid binding and binding enforceable obligations of the Issuer, Issuer subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyanceinsolvency, moratorium, insolvency moratorium and other similar laws generally relating to or affecting creditors' rights’ rights generally, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution or pursuant to a supplemental indenture hereto. There shall be established in one or more Board Resolutions or pursuant to Resolutions, in one or more Board Resolutions of the Issuer andsupplemental indentures, subject to Section 303, or set forth in, or determined in the manner provided in, an Officer's Officers’ Certificate of the Issuer, or established in one or more supplemental indentures heretoCompany, prior to the issuance of Securities of any series all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer Company with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3043.2, 305Section 3.6, 306Section 3.7, 906 Section 9.5 or 1107) and whether additional Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional SecuritiesSection 11.7); (3) whether any restrictions on the exchange of one form of Securities for another and on the offer, sale and delivery of the Securities in such form; (4) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Securities of the series issued from time to time); (45) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months Date and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall Date will be paid if other than in the manner provided in Section 3073.8; (56) the place or places where, subject to the provisions of Section 100210.2, the principal of (of, and premium, if any) , and interest, if any, on Securities of that series shall be payable, any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Securities of that series and this Indenture may be served; (67) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the IssuerCompany, if and any remarketing arrangements with respect to the Issuer is to have the optionSecurities of that series; (7) 8) the obligation, if any, of the Issuer Company to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) 9) if other than denominations the currency in which the Securities of $5,000 and integral multiples of $1,000 in excess thereofthat series shall be issuable is Dollars, the denominations in which any Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (910) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2; (1011) the inapplicability of any Event Events of Default and covenants of the Company or covenant set forth in Article Ten hereof the Parent Guarantor with respect to the Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (1112) if a Person other than The Deutsche Bank of New York Trust Company Americas is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (1213) if other than Dollars, the currency, currencies currency or currency units unit in which payment of the principal of (of, and premium, if any) , and interest, if any, on any the Securities of that series shall be payable if other than Dollars made or in which the Securities of that series shall be denominated and the manner of determining the equivalent thereof particular provisions applicable thereto in Dollars for any purposeaccordance with, including for purposes in addition to or in lieu of the definition provisions of "Outstanding" in Section 1013.12; (1314) if the principal of (or of, and premium, if any) or , and interest, if any, on any the Securities of that series is are to be payable, at the election of the Issuer Company or a Holder thereof, in one or more currencies a currency or currency units unit other than that or those in which the such Securities are denominated or stated to be payable, in accordance with provisions in addition to or in lieu of, or in accordance with, the currencyprovisions of Section 3.12, currencies the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency or currency units unit in which payment such Securities are denominated or stated to be payable and the currency or currency unit in which such Securities are to be so payable; (15) the designation of the original Currency Determination Agent, if any; (16) if the Securities of such series are issuable as Indexed Securities, the manner in which the amount of payments of principal of (of, and premium, if any) , and interest, if any, on Securities of such that series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (1517) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 7017.1; (1618) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (1719) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1820) the application, if any, of Section 10.11 to the Securities of that series; (21) whether any of the Securities of such series shall be issuable in temporary or permanent global form or both, and, if so, the Depositary or Depositaries for such Global Security or Global Securities and the terms and conditions, if any, other than those set forth in Article Two and Three, upon which interests in such Global Security may be exchanged in whole or in part, for the individual Securities represented thereby in definitive registered form, and the form of any legend or legends to be borne by the Global Security in addition to or in lieu of the legend referred to in this Indenture; (22) whether the Securities of the series shall will be issued in whole convertible or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities exchangeable into other securities of the series are to be issuable initially in the form of a temporary Global SecurityCompany or another Person, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (20) the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem terms and conditions upon which such Securities rather than pay such additional amounts (will be so convertible or exchangeable, including the conversion price or exchange rate and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form conversion or exchange period, and any additions or changes to the Indenture with respect to the Securities of such series to permit or facilitate such conversion or exchange; (23) the form of the Securities of the series; (24) whether the Securities shall be issued with Guarantees (supplemental to the Parent Guarantees) and, if so, the terms, if any, of any Guarantee (including the Parent Guarantees) of the payment of principal and interest, if any, with respect to Securities of the Series and any corresponding changes to the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities then in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Foureffect; and (2425) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Resolution relating thereto or provided in or pursuant to any supplemental indenture heretothereto. The terms of such Securities, as set forth above, may be determined by the Issuer Company from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to The Terms and provisions contained in the delivery of a Security Securities of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103constitute, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery are hereby expressly made, a part of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued the Company, the Parent Guarantor and the Trustee, by the Issuer in the manner their execution and subject delivery of this Indenture, expressly agree to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid terms and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing provisions and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.be bound thereby

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to Board Resolutions of the Issuer. The Securities may be issued in one or more series, each of which shall be issued pursuant to in accordance with Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Officers’ Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional Securities of that series may be issued without the consent of Holders of outstanding Outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board ResolutionsResolutions or Officers’ Certificate, may be determined by the Issuer from time to time and set forth in the Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a any temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable, any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionat all; (7) the obligation, if any, of the Issuer to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency, currencies, currency unit or other form of consideration in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 1,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Securities of that series shall be issuable; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (10) the inapplicability of any Event of Default or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein to Securities of that series; (11) if a Person other than The Bank of New York Xxxxx Fargo Bank, National Association is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currencies, currency units or other form of consideration in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "“Outstanding" ” in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currencies, currency units or other form of consideration other than that or those in which the Securities are stated to be payable, the currency, currencies or ,currency units or other form of consideration in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of (or any premium premium, if any) or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (1716) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1817) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary; (1918) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (2019) the extent to and mannermanner in, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (2120) whether and under what circumstancescircumstances and as of what dates, if any, Securities of that series are convertible into other securities of the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities or are exchangeable for securities of the series Parent Guarantor or another Person, and the manner of determining the number and value of the securities to any Holder who is not a United States person (including any modification be issued upon such conversion or exchange and the extent to the definition of such term) in respect of any tax, assessment or governmental charge andwhich, if soat all, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms securities may be substituted for another form of any such option)consideration upon conversion or exchange; (2221) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (2322) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and the applicability of any provisions in modification ofthat modify, in addition add to or in lieu of replace any of the provisions of Article Four; and (2423) any other terms of that series of Securities (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be substantially identical except as to denomination and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Officers’ Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as determined in the manner set forth above, may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in Board ResolutionsResolutions related to such Securities. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant referred to which such form of Security have been approved in Section 201 and, if applicable, the supplemental indenture or Officer’s Certificate by or pursuant to which the terms of such form of Security has have been approved; (2) An Officers' ’ Certificate of the Issuer dated the date such Officers’ Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) supplemented or completed by with relevant or appropriate insertions provisions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' ’ rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Debt Securities which may be authenticated and delivered and Outstanding outstanding under this Indenture is unlimited. The Debt Securities may be issued up to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Debt Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with With respect to unissued Securities any particular series of that series and set forth in Debt Securities, the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Debt Securities of that series (which shall distinguish the Debt Securities of that series from all other series of Debt Securities); (2) any limit upon the aggregate principal amount of the Debt Securities of that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional 1107 or otherwise pursuant to any covenant permitting the purchase of a portion of the Debt Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities); (3) the date or dates (or manner of determining the same) on which the principal of the Debt Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Debt Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Debt Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Debt Securities on any Interest Payment Date, the basis upon which interest Date whether and under what circumstances Additional Amounts on Debt Securities of that series shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307payable; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Debt Securities of that series shall be payable, any Debt Securities of that series may be surrendered for registration of transfer, any Debt Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Debt Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), and the terms and conditions upon which Debt Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionCompany; (7) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Debt Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Debt Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations U.S. Dollars, the currency or currencies or units based on or related to currencies in which the Debt Securities of $5,000 such series shall be denominated and integral multiples in which payments of $1,000 in excess principal of (and premium, if any) and interest, if any, on such Debt Securities shall or may be payable; (9) if the principal of (and premium, if any) or interest, if any, on the Debt Securities of a series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies or units based on or related to currencies other than that in which the Debt Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (10) if the amount of payments of principal of (and premium, if any) and interest, if any, on the Debt Securities of a series may be determined with reference to an index based on (i) a currency or currencies or units based on or related to currencies other than that in which the Debt Securities are stated to be payable, (ii) changes in the price of one or more other securities or groups or indexes of securities or (iii) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts shall be determined; (11) the denominations in which any Debt Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (912) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (1013) the inapplicability of any Event addition to, or modification or deletion of, any Events of Default or covenant set forth in Article Ten hereof covenants of the Company with respect to the Debt Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (1114) if a Person other than The Bank of New York [____________________] is to act as Trustee for the Debt Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 401, provisions for the satisfaction and discharge of this Indenture with respect to the Debt Securities of that series; (16) any provision relating to the defeasance of the obligations of the Company in connection with the Debt Securities of that series; (17) any provisions regarding exchangeability or conversion of the date as of which any Global Security representing Outstanding Debt Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issuedseries; (18) whether the Debt Securities of the series shall be issued in whole or in part in the form of a one or more Global Security or Securities and, in such case, the U.S. Depositary for such Global Security or Securities, ; whether such global form shall be permanent or temporary; (19) if ; the manner in which and the circumstances under which Global Securities representing Debt Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can may be exchanged for Debt Securities in definitive Securities; (20) form, if other than, or in addition to, the manner and circumstances specified in Section 305 hereof; the extent and mannerto which, or the manner in which, any interest payable on any Global Security on an Interest Payment Date will be paid, if other than in the manner provided in Section 307; the manner in which the principal of, or premium, if any, to which payment on or in respect of Securities of that series shall on, any Global Security will be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstancespaid, if any, the Issuer shall pay additional amounts other than as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourset forth elsewhere herein; and (2419) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Resolution relating thereto or provided in or pursuant to any supplemental indenture heretothereto. The terms of such Debt Securities, as set forth above, may be determined by the Issuer Company from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. All Debt Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Debt Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. (a) The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to Board Resolutions of the Issuer. . (b) The Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions Resolution and, except as otherwise provided herein, each such series shall be unsecured and shall rank pari passu with each other and with all other unsecured and unsubordinated indebtedness for borrowed money of the IssuerCompany. There shall be established in one or more Board Resolutions or pursuant With respect to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance any particular series of Securities of any series all or any of and the followingGuarantees to be endorsed thereon, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3043.4, 305Section 3.5, 3063.6, 906 9.6, 11.7 or 110713.5); (3) the extent and whether additional manner, if any, to which payment on or in respect of Securities of that series may and the related Guarantees will be issued without senior or will be subordinated to the consent prior payment of Holders other liabilities and obligations of outstanding the Company and the Guarantor; (4) the percentage or percentages of principal face amount at which Securities of that series or any other series; in the event that additional Securities of such series may shall be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (35) the date or dates (or manner of determining the sameby which such date or dates will be determined or extended) on which the principal of the Securities of that series is payable (which, if so provided in such Board Resolutions, Resolution may be determined by the Issuer Company from time to time and set forth in the Securities of the series issued from time to time); (46) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such portion shall be determined; (7) the rate or rates (whether fixed or the manner of calculation thereofvariable) at which the Securities of that series shall bear interest (if any), ) (or the manner of calculation thereof) and the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution may be determined by the Company from time to time and set forth in the Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) Dates for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months Date and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall Date will be paid if other than in the manner provided in Section 3073.7; (5) 8) the place or places where, subject to the provisions of Section 100210.2, the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable, any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Securities of that series series, the related Guarantees and this Indenture may be served; (69) the period or periods within which (or manner of determining the same)if other than Dollars, the price currency or prices at currency unit in which (or manner of determining the same), and the terms and conditions upon which Securities of that series may are determined or in which payment of the principal of (and premium, if any) and interest, if any, on the Securities of that series shall be redeemedmade and the particular provisions applicable thereto in accordance with, in addition to or in lieu of the provisions of Section 3.12; (10) Intentionally deleted; (11) Intentionally deleted; (i) whether the Securities of the series shall be issued in whole or in partpart in the form of a Global Security or Securities and, at in such case, the option Depositary for such Global Security or Securities, whether such global form shall be permanent or temporary, if applicable, the Exchange Date, and whether beneficial owners of interests in any permanent Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.5 and, (ii) whether (a) Restricted Global Securities of the Issuerseries may be exchanged for Regulation S Global Securities of the series, if (b) Regulation S Global Securities of the Issuer is to have series may be exchanged for Restricted Global Securities of the option;series or (c) Restricted Global Securities of the series may be exchanged for unrestricted Global Securities. (713) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same)which, the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) 14) the period or periods within which, the price or prices at which, the currency or currency unit in which, and the terms and conditions upon which, Securities of that series may be redeemed or purchased, in whole or in part, at the option of the Company or otherwise; (15) if other than denominations the Securities of $5,000 and integral multiples that series are to be repayable prior to Maturity at the option (which option may be conditional) of $1,000 in excess the Holder thereof, the terms and conditions upon which such Securities will be so repayable and the price or prices in the currency or currency unit in which such Securities will be repayable; (16) the index, if any, used to determine the amount of payments of principal of (and premium, if any) or interest, if any, on the Securities of that series; (17) if the Securities of that series are to be convertible into or exchangeable for any securities of any Person (the Company or the Guarantor), the terms and conditions upon which such Securities will be so convertible or exchangeable; (18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to the Securities of that series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; (19) the denominations in which any Securities of that series shall be issuable; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount denominations of $1,000 and any integral multiple thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (10) the inapplicability of any Event of Default or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein to Securities of that series; (1120) if a Person other than The Bank of Nova Scotia Trust Company of New York is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (1221) the currency, currencies or currency units in which payment of if the principal of (and premium, if any) and interest, if any, on any the Securities of that series shall are to be payable if payable, at the election of the Company or a Holder thereof, in a currency or currency unit other than Dollars that in which such Securities are denominated or stated to be payable, in accordance with provisions in addition to or in lieu of, or in accordance with the provisions of, Section 3.12, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the equivalent thereof exchange rate between the currency or currency unit in Dollars for any purpose, including for purposes of which such Securities are denominated or stated to be payable and the definition of "Outstanding" currency or currency unit in Section 101which such Securities are to be so payable; (1322) the designation of the original Currency Determination Agent, if other than Canadian Imperial Bank of Commerce; (23) if the amount of payments of principal of (or and premium, if any) or interest, if any, on any the Securities of that series is to may be payabledetermined, at the election of the Issuer Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index based on a currency or pursuant currency unit other than that in which such Securities are denominated or stated to a formulabe payable or any other index, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (1724) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1825) whether any provisions granting special rights to holders of Securities of that series or to the Securities Company upon the occurrence of such events as may be specified; (26) the Person to whom any interest on any Security of the series shall be issued payable, if other than the Person in whole whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in part which, any interest payable on a temporary Global Security on an Interest Payment Date will be paid if other than in the form of a Global Security or Securities and, manner provided in such case, for such Global Security or Securities, whether such global form shall be permanent or temporarySection 3.4; (1927) if Securities of the series are to be issuable initially in the definitive form (whether upon original issue or upon exchange of a temporary Global SecuritySecurity of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the circumstances under which the temporary Global Security can be exchanged for definitive Securitiesform and/or terms of such certificates, documents or conditions; (2028) the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series are to any Holder who is not a United States person (including any modification to be issued upon the definition exercise of such term) in respect of any taxwarrants, assessment or governmental charge andthe time, if so, whether the Issuer shall have the option to redeem manner and place for such Securities rather than pay such additional amounts (to be authenticated and the terms of any such option)delivered; (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (2329) the applicabilityapplication, if any, of Sections 402 and/or 403 10.9 or 11.8 to the Securities of the that series and any provisions in modification ofthe related Guarantees; (30) intentionally deleted; (31) if other than the Trustee, in addition to or in lieu the identity of any of the provisions of Article Foureach Security Registrar and/or Paying Agent; and (2432) any other terms of that series (which terms shall not be inconsistent with the requirements of the Trust Indenture Legislation or the provisions of this Indenture). . (c) All Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate relating thereto or provided in or pursuant to any supplemental indenture heretoResolution. The terms of such SecuritiesSecurities and the related Guarantees, as set forth above, may be determined by the Issuer Company and the Guarantor from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Senior Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions Resolution of the Issuer. The Securities will constitute direct, unsubordinated, unconditional and (except as provided in Section 10.06) unsecured obligations of the Issuer and will rank at least equally with all other unsecured and unsubordinated obligations of the Issuer (subject, in the event of insolvency, to laws of general applicability relating to or affecting creditors’ rights). The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions of the Issuer and, subject to Section 3033.03, set forth in, or determined in the manner provided in, an Officer's Certificate of the IssuerOfficers’ Certificate, or established in one or more indentures supplemental indentures hereto, prior to the issuance of Securities of any series any or all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that the series and set forth in the such Securities of that the series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) ; if the Securities of that series will be in bearer rather than registered form, the forms, procedures and mechanics to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Senior Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3043.04, 3053.05, 3063.06, 906 9.06 or 110711.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (2) and whether additional the percentage or percentages of principal amount at which the debt securities of the series will be issued; (3) certain dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other seriesissued; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3b) the date or dates (or manner of determining the same) on which which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable payable; and (whichc) the record dates, if so provided in such Board Resolutionsany, may be determined by for the Issuer from time to time and set forth in the determination of Holders of Securities of the such series issued from time to time)whom such principal (and premium, if any) is payable; (4) information with regard to interest, including: (a) the rate or rates (or the manner of calculation thereof, including any provisions for the increase or decrease of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be issued; (b) the date or dates from which such interest shall accrue, ; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); and (d) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 1002, 10.02: (a) the principal of (and premium, if any, on) and interest, if any, on Securities of that series shall be payable, ; (b) any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the option; (7) the obligation, if any, of the Issuer to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Securities of that series shall be issuable; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (10) the inapplicability of any Event of Default or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein to Securities of that series; (11) if a Person other than The Bank of New York is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (17) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (18) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (20) the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; and (24) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be substantially identical except as to denomination and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as set forth above, may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to the applicable Board Resolutions of the IssuerIssuers. The Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions Resolution or Issuer Order of the each Issuer. There shall be established in one or more Board Resolutions or Issuer Orders of each Issuer or pursuant to one or more Board Resolutions of the each Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the each Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer Issuers with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 309, 906 or 1107); (3) and whether additional Securities of that series may are to be issued without the consent of Holders of outstanding issuable as Registered Securities, Bearer Securities of that series or any other series; in the event that additional both (and, if Bearer Securities of such series may are to be so issued, the terms thereof shall indicate whether any such additional Bearer Securities shall have interest coupons attached) and, if other than as provided herein, any restrictions on the same terms as exchange of one form of Securities for another and on the prior offer, sale and delivery of the Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securitiesin either form; (34) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board ResolutionsResolutions or Issuer Orders, may be determined by the Issuer Issuers from time to time and set forth in the Securities of the series issued from time to time); (45) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Registered Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months Date and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall Date will be paid if other than in the manner provided in Section 307310 with respect to permanent Global Securities; (56) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable, any Registered Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Issuers in respect of the Securities of that series and this Indenture may be served; (67) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the IssuerIssuers, if and any remarketing arrangements with respect to the Issuer is to have the optionSecurities of that series; (7) 8) the obligation, if any, of the Issuer Issuers to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) 9) if other than denominations the currency in which the Securities of $5,000 and integral multiples of $1,000 in excess thereofthat series shall be issuable is Dollars, the denominations in which any Registered Securities of that series shall be issuable; (9) , if other than denominations of $1,000 and any integral multiple thereof, and the percentage or other principal amount at denominations in which any Bearer Securities of that series shall be issued andissuable, if other than the denomination of $5,000; (10) if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (1011) the inapplicability of any Event Events of Default or covenant set forth in Article Ten hereof and covenants of the Issuers with respect to the Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (1112) if a Person other than The First Union National Bank of New York is to act as Trustee trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trusteetrustee; (1213) if other than Dollars, the currency, currencies currency or currency units unit in which payment of the principal of (and premium, if any) or interest, if any, on the Securities of that series shall be made or in which the Securities of that series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of the provisions of Section 314; (14) if the principal of (and premium, if any) and interest, if any, on any the Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is are to be payable, at the election of the Issuer Issuers or a Holder thereof, in one or more currencies a currency or currency units unit other than that or those in which the such Securities are denominated or stated to be payable, in accordance with provisions in addition to or in lieu of, or in accordance with the currencyprovisions of, currencies Section 314, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency or currency units unit in which payment such Securities are denominated or stated to be payable and the currency or currency unit in which such Securities are to be so payable; (15) the designation of the principal original Currency Determination Agent, if any; (16) if the Securities of (and such series are issuable as Indexed Securities, the manner in which the amount of payments of principal, premium, if any) , and interest, if any, on Securities of such that series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (1517) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (1618) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (1719) the date as of which any Bearer Securities of that series and any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1820) the application, if any, of Sections 1006 and 1108 to the Securities of that series; (21) if other than as provided in Article II and this Article III, whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, the Depositary and Global Exchange Agent, if any, for such Global Security or Securities, whether such global form shall be permanent or temporarytemporary and, if applicable, the Exchange Date; (1922) if other than as provided in Article II and this Article III, if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive SecuritiesDefinitive Securities and whether the Definitive Securities will be Registered Securities and/or Bearer Securities and will be in global form and whether interest in respect of any portion of such Global Security payable in respect of an Interest Payment Date prior to the Exchange Date shall be paid to any clearing organization with respect to a portion of such Global Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date if other than as provided in this Article III; (2023) the extent and manner, if any, to which payment on or in respect of Securities of that series shall will be subordinated to the prior payment of other liabilities and obligations of the IssuerIssuers; (2124) whether the Issuers shall enter into an exchange and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in registration rights agreement with respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any series; (25) the forms of the provisions Securities of Article Fourthat series; and (2426) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Except as provided in or pursuant to Section 204, all Securities of any particular series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Certificates relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as set forth above, may be determined by the Issuer Issuers from time to time if so provided in or established pursuant to the authority granted in Board ResolutionsResolutions or Issuer Order of each Issuer. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer Issuers shall deliver to such Trustee the following: (1) The Board Resolutions or Issuer Order of the each Issuer by or pursuant to which such form of Security have has been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Officer's Certificate of the each Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect stating that Securities in such forms, together with any coupons appertaining thereto, when (a) completed by appropriate insertions and executed and delivered by the Issuer Issuers to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, Indenture within the authorization as to aggregate principal amount established from time to time by the Board of each Issuer and (c) issued by the Issuer sold in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute will be the legal, valid and binding obligations of the IssuerIssuers, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securitiescustomary qualifications.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Subordinated Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions Resolution of the Issuer. The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions of the Issuer and, subject to Section 3033.03, set forth in, or determined in the manner provided in, an Officer's Certificate of the IssuerOfficers’ Certificate, or established in one or more indentures supplemental indentures hereto, prior to the issuance of Securities of any series any or all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that the series and set forth in the such Securities of that the series when issued from time to time): (1) whether Securities of that series are to be Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities; (2) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) ; if the Securities of that series will be in bearer rather than registered form, the forms, procedures and mechanisms to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Subordinated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3043.04, 3053.05, 3063.06, 906 9.06 or 110711.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (3) and whether additional the percentage or percentages of principal amount at which the debt securities of the series will be issued; (4) certain dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other seriesissued; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3b) the date or dates (or manner of determining the same) on which which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable payable; and (whichc) the record dates, if so provided in such Board Resolutionsany, may be determined by for the Issuer from time to time and set forth in the determination of Holders of Securities of the such series issued from time to time)whom such principal (and premium, if any) is payable; (45) information with regard to interest, including: (a) the rate or rates per annum (or the manner of calculation thereof, including any provisions for the increase or decrease of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be issued; (b) the date or dates from which such interest shall accrue, ; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); (d) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, ; and (e) the basis upon manner in which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any paid (including whether such interest payable on a temporary Global Security on an Interest Payment Date, shall may be paid if other than in accordance with the manner provided in Section 307Alternative Coupon Satisfaction Mechanism); (56) the place or places where, subject to the provisions of Section 1002, 10.02: (a) the principal of (and premium, if any, on) and interestinterest or Deferred Interest, if any, on Securities of that series shall be payable, ; (b) any Registered Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, ; and (c) notices and demands to or upon the Issuer in respect of the Securities of that series and this Subordinated Indenture may be served; (67) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions conditions, if any, upon which Securities of that series may be redeemed, purchased or repaid in whole or in part, at the option of the IssuerIssuer or otherwise, if including the Issuer is to have period or periods within which or manner of determining the optionsame, the price or prices at which or manner of determining the same, and the currency or currency unit in which the Securities may be redeemed; (7) 8) the obligationright or obligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation; (8) 9) the terms and conditions, if other than denominations any, upon which Securities of $5,000 and integral multiples of $1,000 in excess thereof, that series may be converted or exchanged into Preference Shares; (10) the minimum denomination or denominations in which any Registered Securities of that series shall be issuableissuable if other than integral multiples of $1,000; (911) the percentage with respect to Securities other than Perpetual Subordinated Debt Securities or other principal amount at which Securities of that series shall be issued andPerpetual Subordinated Capital Securities, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a redemption prior to Maturity or a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02; (1012) any additional covenants or agreements with respect to Securities of that series or whether any covenants or agreements in this Subordinated Indenture shall not apply or the inapplicability of any Event of Default extent to which such covenants or covenant agreements shall apply or be modified, supplemented or replaced; (13) if other than as set forth in Article Ten hereof this Subordinated Indenture, any additional or differing provisions, if any, with respect to Deferred Interest, Events of Default, Payment Defaults, Perpetual Security Defaults, Payment Events, Tax Events, Regulatory Events, Junior Securities, Parity Securities and subordination, together with details for any indemnification or application of alternative coupon satisfaction mechanisms through the issuance of ordinary shares or otherwise (including the Events of Default, Payment Defaults, Perpetual Security Defaults and Payment Events described in Sections 5.01 and 5.03) and any covenants or agreements of the Issuer with respect to the Securities of that series, whether or the applicability of any other not such Events of Default, Payment Defaults, Perpetual Security Defaults or Payment Events or covenants in addition to or agreements are consistent with the Events of Default Default, Payment Defaults, Perpetual Security Defaults or Payment Events or covenants or agreements set forth herein to Securities of that seriesherein; (1114) if a Person other than The Deutsche Bank of New York Trust Company Americas is to act as Subordinated Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such TrusteeSubordinated Trustee and, with respect to Securities of that Series, if a person other than the applicable trustee, in its capacity as principal payment agent for the debt securities, is to act as such agent, the name and location of the principal office of such principal paying agent; (1215) if other than Dollars, the currency, currencies currency or currency units unit in which payment of the principal of (and premium, if any, on) and interestinterest or Deferred Interest, if any, on any the Securities of that series shall be payable if other than Dollars made or in which the Securities of that series shall be denominated and the manner of determining the equivalent thereof particular provisions applicable thereto in Dollars for any purposeaccordance with, including for purposes in addition to or in lieu of the definition provisions of "Outstanding" in Section 1013.11; (1316) if the principal of (or and premium, if any, on) or interestand interest and Deferred Interest, if any, on any the Securities of that series is are to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies a currency or currency units unit other than that or those in which the such Securities are denominated or stated to be payable, in accordance with provisions in addition to, in lieu of or in accordance with the currencyprovisions of Section 3.11, currencies the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the currency and currency unit in which such Securities are denominated or stated to be payable and the currency or currency units unit in which payment such Securities are to be so payable; (17) the designation of the original Currency Determination Agent, if any, and in what circumstances a Currency Determination Agent’s Certificate or an Exchange Rate Officers’ Certificate shall be delivered for Securities of that series; (18) the index, if any, used to determine the amount of payments of principal of (and premium, if any, on) and interestinterest and Deferred Interest, if any, on the Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be madethat series; (1419) if other than as set forth in Section 4.01, provisions for the satisfaction and discharge of this Subordinated Indenture with respect to the Securities of that series; (20) if the amount of payments of principal of or any premium or (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of such that series may be determined determined, at the election of the Issuer or a Holder thereof, with reference to an index based on a currency or pursuant currency unit other than that in which such Securities are denominated or stated to a formulabe payable or any other index, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (1721) the date as of which any Global global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (1822) the application, if any, of Sections 10.07 and 11.08 to the Securities of that series; (23) the form of the Securities of that series (including the terms and conditions of such Securities); (24) whether the Securities of the series shall be issued in whole or in part in the form of a Global global Security or Securities and, in such case, the Depositary for such Global global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities; (2025) whether any legends shall be stamped or imprinted on all or a portion of the extent and manner, if any, to which payment on or in respect of Securities of that series shall such series, and the terms and conditions upon which any such legends may be subordinated to the prior payment of other liabilities and obligations of the Issuerremoved; (2126) in the case of any series of Perpetual Subordinated Capital Securities and any series of Perpetual Subordinated Debt Securities, the particular terms of such series, including those relating to the Optional Interest Payment Dates, Alternative Coupon Satisfaction Mechanism, Definitive Suspension, optional redemption, and such other terms relating to Deferred Interest, Events of Default, Perpetual Security Defaults, Payment Events, Tax Events, Tax Call Events, Regulatory Events, Senior Securities, Junior Securities, Parity Securities and subordination; (27) in the case of any series of Dated Subordinated Debt Securities, any additional terms relating to the deferral of interest; (28) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series shall be convertible or exchangeable into Preference Shares at the option of the Issuer pursuant to any Holder who is not a United States person (including any modification to Article Fourteen; the definition dates on which of such term) in respect of any tax, assessment conversion or governmental charge and, if so, whether exchange may occur the date upon which the Issuer shall have opts to exchange or convert the option Securities being referred to redeem such Securities rather than pay such additional amounts as (the “Event Date”); and the terms nature of any such option); (22) whether Securities of that series are to be issuable in bearer form the Preference Shares and any additions additional or changes other provisions relating to any of the provisions of this Indenture as shall be necessary to permit such conversion or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourexchange; and (2429) any other terms of that series (which terms shall not be inconsistent consistent with the provisions of this IndentureSubordinated Indenture except as such terms are otherwise expressly provided for in an applicable Board Resolution or supplemental indenture executed hereunder with respect to such series). All Securities of any particular series shall be substantially identical except as to authentication date, public offering price, denomination and the issue date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Officers’ Certificates relating thereto or provided in or pursuant to any supplemental indenture heretohereto (provided that the Securities of a series shall be fungible with all other Securities of such series). The terms of such Securities, as set forth above, Securities may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in the Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. If any of the terms of the Securities of a series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be certified by an appropriate officer of the Issuer and delivered to the Subordinated Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such Securities. Prior to the delivery of a Security of any series in any such form to the Subordinated Trustee for the Securities of such series for authentication, the Issuer shall deliver to such the Subordinated Trustee (and the Subordinated Trustee shall be fully protected in relying upon) the following: (1) The the Board Resolutions Resolution of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has to be endorsed thereon have been approved; (2) An an Officers' ’ Certificate of the Issuer dated the date such Certificate certificate is delivered to such the Subordinated Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Subordinated Indenture relating to the authentication and delivery of such Securities in such forms form have been complied with; and (3) An an Opinion of Counsel satisfying stating that each of the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such the Subordinated Trustee for authentication in accordance with this Subordinated Indenture, (b) authenticated (if appropriate) and delivered by such the Subordinated Trustee in accordance with this Indenture, Subordinated Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors of the Issuer and (c) issued by the Issuer sold in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute will be the legalvalid, valid binding and binding enforceable obligations of the Issuer, Issuer subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyanceinsolvency, moratorium, insolvency moratorium and other similar laws generally relating to or affecting creditors' rights’ rights generally, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Debt Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Debt Securities may be issued up to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to a Board Resolutions of the IssuerResolution. The Debt Securities may be issued in one or more series, each of which shall be issued pursuant to a Board Resolutions of the IssuerResolution. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with With respect to unissued Securities any particular series of that series and set forth in Debt Securities, the Securities of that series when issued from time to time):Board Resolution relating thereto shall specify: (1) the title of the Debt Securities of that series (which shall distinguish the Debt Securities of that series from all other series of Debt Securities); (2) any limit upon the aggregate principal amount of the Debt Securities of that series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of that series pursuant to Section 3043.4, 3053.5, 3063.6, 906 9.6 or 1107) and whether additional 11.7 or otherwise pursuant to any covenant permitting the purchase of a portion of the Debt Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities); (3) the date or dates (or manner of determining the same) on which the principal of the Debt Securities of that series is payable (which, if so provided in such Board ResolutionsResolution, may be determined by the Issuer Company from time to time and set forth in the Debt Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Debt Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrueaccrue (which, in either case or both, if so provided in such Board Resolution, may be determined by the Company from time to time and set forth in the Debt Securities of the series issued from time to time), the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Debt Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 100210.2, the principal of (and premium, if any) and interest, if any, on Debt Securities of that series shall be payable, any Debt Securities of that series may be surrendered for registration of transfer, any Debt Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer Company in respect of the Debt Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), and the terms and conditions upon which Debt Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the optionCompany; (7) the obligation, if any, of the Issuer Company to redeem, repay redeem or purchase Debt Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same)which, the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Debt Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Debt Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Debt Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5025.2; (10) the inapplicability of any Event addition to, or modification or deletion of, any Events of Default or covenant set forth in Article Ten hereof covenants of the Company with respect to the Debt Securities of that series, whether or the applicability of any other not such Events of Defaults Default or covenants in addition to are consistent with the Events of Default or covenants set forth herein to Securities of that seriesherein; (11) if a Person other than The Bank of New York Firstar Bank, N.A. is to act as Trustee for the Debt Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 4.1, provisions for the satisfaction and discharge of this Indenture with respect to the Debt Securities of that series; (1713) any provision relating to the date as defeasance of which any Global Security representing Outstanding the obligations of the Company in connection with the Debt Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issuedseries; (1814) any provisions regarding exchangeability or conversion of the Debt Securities of that series; (15) whether the Debt Securities of the series shall be issued in whole or in part in the form of a one or more Global Security or Securities and, in such case, the U.S. Depositary for such Global Security or Securities, ; whether such global form shall be permanent or temporary; (19) if ; the manner in which and the circumstances under which Global Securities representing Debt Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can may be exchanged for Debt Securities in definitive Securities; (20) form, if other than, or in addition to, the manner and circumstances specified in Section 3.5 hereof; the extent and mannerto which, or the manner in which, any interest payable on any Global Security on any Interest Payment Date will be paid, if other than in the manner provided in Section 3.7; the manner in which the principal of, or premium, if any, to which payment on or in respect of Securities of that series shall on, any Global Security will be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstancespaid, if any, the Issuer shall pay additional amounts other than as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourset forth elsewhere herein; and (2416) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Debt Securities of any particular series shall be substantially identical except as to denomination denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Resolution relating thereto or provided in or pursuant to any supplemental indenture heretothereto. The terms of such Debt Securities, as set forth above, may be determined by the Issuer Company from time to time if so provided in or established pursuant to the authority granted in a Board ResolutionsResolution. Any of the terms of the Debt Securities, as set forth above, may be made dependent upon facts ascertainable outside the Board Resolution provided that the manner in which said facts shall operate upon the terms is set forth in the Board Resolution. All Debt Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Debt Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to Board Resolutions of the Issuer. Back to Contents The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to one or more Board Resolutions of the Issuer and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer's ’s Certificate of the Issuer, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series all or any of the following, as the case may be (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that series and set forth in the Securities of that series when issued from time to time): (1) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and whether additional Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other series; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3) the date or dates (or manner of determining the same) on which the principal of the Securities of that series is payable (which, if so provided in such Board Resolutions, may be determined by the Issuer from time to time and set forth in the Securities of the series issued from time to time); (4) the rate or rates (or the manner of calculation thereof) at which the Securities of that series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable (or manner of determining the same) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any interest payable on a temporary Global Security on an Interest Payment Date, shall be paid if other than in the manner provided in Section 307; (5) the place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any) and interest, if any, on Securities of that series shall be payable, any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, and notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served; (6) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions upon which Securities of that series may be redeemed, in whole or in part, at the option of the Issuer, if the Issuer is to have the option; (7) the obligation, if any, of the Issuer to redeem, repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (8) if other than denominations of $5,000 and integral multiples of $1,000 in excess thereof, the denominations in which any Securities of that series shall be issuable; (9) the percentage or other principal amount at which Securities of that series shall be issued and, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502; (10) the inapplicability of any Event of Default or covenant set forth in Article Ten hereof to the Securities of that series, or the applicability of any other Events of Defaults or covenants in addition to the Events of Default or covenants set forth herein to Securities of that series; (11) if a Person other than The Bank of New York is to act as Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Trustee; (12) the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on any Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "“Outstanding" ” in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article Four, provisions for the satisfaction and discharge of this Indenture with respect to the Securities of that series; (17) the date as of which any Global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (18) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities and, in such case, for such Global Security or Securities, whether such global form shall be permanent or temporary; (19) if Securities of the series are to be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securities;; Back to Contents (20) the extent and manner, if any, to which payment on or in respect of Securities of that series shall be subordinated to the prior payment of other liabilities and obligations of the Issuer; (21) whether and under what circumstances, if any, the Issuer shall pay additional amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer shall have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; and (24) any other terms of that series (which terms shall not be inconsistent with the provisions of this Indenture). All Securities of any particular series shall be substantially identical except as to denomination and the date from which interest, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's ’s Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The terms of such Securities, as set forth above, may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Issuer shall deliver to such Trustee the following: (1) The Board Resolutions of the Issuer by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An Officers' ’ Certificate of the Issuer dated the date such Certificate is delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such forms have been complied with; and (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect that Securities in such forms, when (a) completed by appropriate insertions and executed and delivered by the Issuer to such Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the conditions specified in such Opinion of Counsel, shall constitute the legal, valid and binding obligations of the Issuer, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' ’ rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. Back to Contents Section 302. Denominations. Unless otherwise provided with respect to any series of Securities as contemplated by Section 301, Securities shall be issuable only in registered form without coupons. Unless otherwise provided with respect to any series of Securities as contemplated by Section 301, any Securities of a series other than Global Securities (which may be of any denomination) shall be issuable in denominations of $5,000 and integral multiples of $1,000 in excess thereof.

Title; Payment and Terms. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Subordinated Indenture is unlimited. The Securities may be issued up to the aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolutions Resolution of the Issuer. The Securities may be issued in one or more series, each of which shall be issued pursuant to Board Resolutions of the Issuer. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions of the Issuer and, subject to Section 3033.03, set forth in, or determined in the manner provided in, an Officer's Certificate of the IssuerOfficers’ Certificate, or established in one or more indentures supplemental indentures hereto, prior to the issuance of Securities of any series any or all or any of the following, as the case may be applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of that the series and set forth in the such Securities of that the series when issued from time to time): (1) whether Securities of that series are to be Dated Subordinated Debt Securities, Perpetual Subordinated Debt Securities or Perpetual Subordinated Capital Securities; (2) the title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); (2) ; if the Securities of that series will be in bearer rather than registered form, the forms, procedures and mechanics to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that series which may be authenticated and delivered under this Subordinated Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 3043.04, 3053.05, 3063.06, 906 9.06 or 110711.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (3) and whether additional the percentage or percentages of principal amount at which the debt securities of the series will be issued; (4) certain dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued without the consent of Holders of outstanding Securities of that series or any other seriesissued; in the event that additional Securities of such series may be so issued, the terms thereof shall indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Issuer may establish additional or different terms with respect to such additional Securities; (3b) the date or dates (or manner of determining the same) on which which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable payable; and (whichc) the record dates, if so provided in such Board Resolutionsany, may be determined by for the Issuer from time to time and set forth in the determination of Holders of Securities of the such series issued from time to time)whom such principal (and premium, if any) is payable; (45) information with regard to interest, including: (a) the rate or rates (or the manner of calculation thereof, including any provisions for the increase or decrease of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be issued; (b) the date or dates from which such interest shall accrue, ; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); (d) and the Regular Record Date (or the method by which such date shall be determined) for the interest payable on any Securities on any Interest Payment Date, ; and (e) the basis upon manner in which such interest shall be calculated if other than that of a 360-day year of twelve 30-day months and the extent to which, or the manner in which, any paid (including whether such interest payable on a temporary Global Security on an Interest Payment Date, shall may be paid if other than in accordance with the manner provided in Section 307Alternative Coupon Satisfaction Mechanism); (56) the place or places where, subject to the provisions of Section 1002, 10.02: (a) the principal of (and premium, if any, on) and interestinterest or Deferred Interest, if any, on Securities of that series shall be payable, ; (b) any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange, ; and (c) notices and demands to or upon the Issuer in respect of the Securities of that series and this Subordinated Indenture may be served; (67) the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), and the terms and conditions conditions, if any, upon which Securities of that series may be redeemed, purchased or repaid, in whole or in part, at the option of the IssuerIssuer or otherwise including the period or periods within which or manner of determining the same and the price or prices at which or manner of determining the same, if the Issuer is and whether and under what conditions such Securities shall be subject to have the optiona Permitted Variation in lieu of redemption; (7) 8) the obligationright or obligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay or purchase Securities of that series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof, and the period or periods within which (or manner of determining the same), the price or prices at which (or manner of determining the same), the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed redeemed, purchased or purchasedrepaid, in whole or in part, pursuant to such obligation; (8) 9) the terms and conditions, if other than denominations any, upon which Securities of $5,000 and integral multiples of $1,000 in excess thereof, that series may be converted or exchanged into Preference Shares; (10) the minimum denomination or denominations in which any Securities of that series shall be issuableissuable if other than integral multiples of $1,000; (911) the percentage with respect to Securities other than Perpetual Subordinated Debt Securities or other principal amount at which Securities of that series shall be issued andPerpetual Subordinated Capital Securities, if other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a redemption prior to Maturity or a declaration of acceleration of the Maturity thereof pursuant to Section 5025.02; (1012) the inapplicability of any Event of Default or covenant if other than as set forth in Article Ten hereof this Subordinated Indenture, any additional or differing provisions, if any, with respect to Deferred Interest, Events of Default, Payment Defaults, Perpetual Security Defaults, Payment Events, Tax Events, Regulatory Events, Junior Securities, Parity Securities and subordination, together with details for any indemnification or application of the Alternative Coupon Satisfaction Mechanism through the issuance of Ordinary Shares or otherwise (including the Events of Default, Payment Defaults, Perpetual Security Defaults and Payment Events described in Sections 5.01 and 5.03) and any covenants or agreements of the Issuer with respect to the Securities of that series, whether or the applicability of any other not such Events of Default, Payment Defaults, Perpetual Security Defaults or Payment Events or covenants in addition to or agreements are consistent with the Events of Default Default, Payment Defaults, Perpetual Security Defaults or Payment Events or covenants or agreements set forth herein to Securities of that seriesherein; (1113) if a Person other than The Bank of New York Citibank, N.A. is to act as Subordinated Trustee for the Securities of that series, the name and location of the Corporate Trust Office of such Subordinated Trustee and if other than such Subordinated Trustee, the identity of each Security Registrar and/or Paying Agent; (1214) the currencyindex, currencies or currency units in which payment if any, used to determine the amount of the payments of principal of (and premium, if any, on) and interestinterest and Deferred Interest, if any, on any the Securities of that series shall be payable if other than Dollars and the manner of determining the equivalent thereof in Dollars for any purpose, including for purposes of the definition of "Outstanding" in Section 101; (13) if the principal of (or premium, if any) or interest, if any, on any Securities of that series is to be payable, at the election of the Issuer or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of (and premium, if any) and interest, if any, on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; (14) if the amount of payments of principal of or any premium or interest on the Securities of such series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determinedseries; (15) if the Securities of that series do not bear interest, the applicable dates for purposes of Section 701; (16) if other than as set forth in Article FourSection 4.01, provisions for the satisfaction and discharge of this Subordinated Indenture with respect to the Securities of that series; (1716) the date as of which any Global global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first Security of that series to be issued; (17) the application, if any, of Sections 10.07 and 11.08 to the Securities of that series; (18) whether the Securities of the series shall be issued in whole or in part in the form of a Global global Security or Securities and, in such case, the Depositary for such Global global Security or Securities, whether such global form shall be permanent or temporary; (19) if whether any legends shall be stamped or imprinted on all or a portion of the Securities of such series, and the series are to terms and conditions upon which any such legends may be issuable initially in the form of a temporary Global Security, the circumstances under which the temporary Global Security can be exchanged for definitive Securitiesremoved; (20) the extent and manner, if any, to which payment on or in respect form of the Securities of that series shall be subordinated to (including the prior payment terms and conditions of other liabilities and obligations of the Issuersuch Securities); (21) in the case of any series of Perpetual Subordinated Capital Securities and any series of Perpetual Subordinated Debt Securities, the particular terms of such series, including those relating to the Optional Interest Payment Dates, Alternative Coupon Satisfaction Mechanism, Definitive Suspension, optional redemption, and such other terms relating to Deferred Interest, Events of Default, Perpetual Security Defaults, Payment Events, Tax Events, Tax Call Events, Regulatory Events, Junior Securities, Parity Securities and subordination; (22) in the case of any series of Dated Subordinated Debt Securities, any additional terms relating to the deferral of interest; (23) whether the Securities of the series shall be convertible or exchangeable into Preference Shares at the option of the Issuer pursuant to Article Fourteen; the dates on which of such conversion or exchange may occur the date upon which the Issuer opts to exchange or convert the Securities being referred to as (the “Event Date”); and the nature of the Preference Shares and any additional or other provisions relating to such conversion or exchange; (24) under what circumstances, if any, the Issuer shall will pay additional amounts as contemplated by Section 1011 Additional Amounts on the Securities of the that series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any taxtaxes, assessment duties, assessments or other governmental charge charges of whatever nature imposed, levied, collected, withheld, deducted or assessed (and the relevant Taxing Jurisdiction) and, if so, whether the Issuer shall will have the option to redeem or enter into a Permitted Variation of the terms of such Securities rather than pay such additional amounts Additional Amounts (and the terms of any such option); (22) whether Securities of that series are to be issuable in bearer form and any additions or changes to any of the provisions of this Indenture as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (23) the applicability, if any, of Sections 402 and/or 403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Four; and (2425) any other terms of that series (which terms shall not be inconsistent consistent with the provisions of this IndentureSubordinated Indenture except as such terms are otherwise expressly provided for in an applicable Board Resolution or supplemental indenture executed hereunder with respect to such series). All Securities of any particular series shall be substantially identical except as to authentication date, public offering price, denomination and the date from which interestissue date, if any, shall accrue, and except as may otherwise be provided in or pursuant to such Board Resolutions and set forth in such Officer's Certificate Officers’ Certificates relating thereto or provided in or pursuant to any supplemental indenture heretohereto (provided that the Securities of a series shall be fungible with all other Securities of such series). The terms of such Securities, as set forth above, Securities may be determined by the Issuer from time to time if so provided in or established pursuant to the authority granted in the Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series. If any of the terms of the Securities of a series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be certified by an appropriate officer of the Issuer and delivered to the Subordinated Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such Securities. Prior to the delivery of a Security of any series in any such form to the Subordinated Trustee for the Securities of such series for authentication, the Issuer shall deliver to the Subordinated Trustee (and the Subordinated Trustee shall be fully protected in relying upon) an Issuer Order for the authentication and delivery of such Trustee Securities and the following: (1) The the Board Resolutions of Resolution, the Issuer Officers’ Certificate and the supplemental indenture, as applicable, by or pursuant to which such form of Security have been approved and, if applicable, the supplemental indenture by or pursuant to which such form of Security has been approved; (2) An an Officers' ’ Certificate of the Issuer dated the date such Certificate certificate is delivered to such the Subordinated Trustee satisfying the requirements of Sections 102 and 103, and stating that all conditions precedent provided for in this Subordinated Indenture relating to the authentication and delivery of such Securities in such forms form have been complied with; and (3) An an Opinion of Counsel satisfying the requirements of Sections 102 and 103 substantially to the effect stating that such Securities in such forms, when (a) completed by appropriate insertions and executed authenticated and delivered by the Issuer to such Subordinated Trustee for authentication in accordance with this Indenture, (b) authenticated and delivered by such Trustee in accordance with this Indenture, and (c) issued by the Issuer in the manner and subject to the any conditions specified in such Opinion of Counsel, shall will constitute the legal, valid and binding obligations of the IssuerIssuer enforceable in accordance with their terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium, insolvency moratorium and other similar laws generally of general applicability relating to or affecting creditors' rights, ’ rights and to general equitable equity principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.