Common use of Optional Redemption Clause in Contracts

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has no maturity datebeen given by the Subscriber employing the Conversion Price described in SECTION 2.1(b)(ii) of the Note. The Issuer maySubscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at its optionthe Subscription's election, redeem the shares Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Designated Senior Preferred Stock Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in whole or in partthe Note, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or shall have occurred; and (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender Company Shares issuable upon conversion of the certificate(s) evidencing such shares to full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formRedemption Date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall Purchase Price proceeds may not be paid used to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual Company may prepay this Note (“Optional Redemption”) by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and has no maturity dateany and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (the “Redemption Amount”) outstanding on the Redemption Payment Date (as defined below). The Issuer mayCompany shall deliver to the Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), at its optionwhich date shall be ten (10) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, redeem the shares of Designated Senior Preferred Stock (i) Redemption Amount must be paid in whole or in part, from time good funds to time, the Holder. In the event the Company fails to pay the Redemption Amount on any Dividend the Redemption Payment Date on or after as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment EventPurchase Agreement, in each caseaddition to this Note, at a cash redemption price equal are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.3 elects to make an Optional Redemption, then the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to Company shall take the redemption date (but with no amount same action with respect to any dividends that have not been declared prior all Outstanding Notes and make such payments to such date). The redemption price for any shares all holders of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable Outstanding Notes on a redemption date that occurs subsequent to pro rata basis based upon the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder Redemption Amount of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereach Outstanding Note.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer maySecurities are redeemable at the Company’s election, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any Dividend Payment Date portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Optional Redemption Par Call Date, or (ii) in whole but not in part at any time within ninety (90) days following the Company will pay a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to 100% of the Liquidation Amount, together (except as otherwise provided herein) with an principal amount equal of the Securities to any dividends that have been declared but not paid prior be redeemed plus accrued interest to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on If the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on Company selects a redemption date that occurs subsequent to is on or after a Regular Record Date and on or before the record date for a Dividend related Interest Payment Date shall not be paid to Date, the holder entitled to receive the redemption price on the redemption dateaccrued and unpaid interest, but rather if any, shall be paid to the holder person in whose name the Security is registered at the close of record business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed shares at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on such record and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date relating to the Dividend Payment Datefixed for redemption. Notwithstanding For purposes of the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received following terms have the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.following meanings:

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayAt any time prior to the Par Call Date, the Company may redeem the Notes at its option, redeem in whole or from time to time in part, at a redemption price (the shares “Redemption Price”) equal to the greater of Designated Senior Preferred Stock (i) in whole or in partthe principal amount of the Notes being redeemed, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or and (ii) in whole the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not in part including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at any time within ninety (90) days following a Regulatory Capital Treatment Eventthe Reinvestment Rate plus 25 basis points, plus, in each case, at accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid Regular Record Date and on or prior to the redemption date (but with no corresponding Interest Payment Date, the Company will pay the full amount with respect of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to any dividends that have not been declared prior to such date). The redemption price for any shares the Holder of Designated Senior Preferred Stock shall be payable record at the close of business on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment corresponding Regular Record Date. Notwithstanding the foregoing, if the Issuer may not redeem shares of Designated Senior Preferred Stock without having received Notes are redeemed on or after the prior approval Par Call Date, the Redemption Price will be equal to 100% of the Appropriate Federal Banking Agency principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the extent required under capital rules applicable date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Issuer Trustee) of the aggregate principal amount of Notes to be redeemed and without complying their Redemption Date. In connection with the capital rules applicable any redemption prior to the IssuerPar Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer maySecurities are redeemable at the Company’s election, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any Dividend Payment Date portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Optional Redemption Par Call Date, or (ii) in whole but not in part at any time within ninety (90) days following the Company will pay a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to 100% of the Liquidation Amount, together (except as otherwise provided herein) with an principal amount equal of the Securities to any dividends that have been declared but not paid prior be redeemed plus accrued interest to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on If the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on Company selects a redemption date that occurs subsequent to is on or after a Regular Record Date and on or before the record date for a Dividend related Interest Payment Date shall not be paid to Date, the holder entitled to receive the redemption price on the redemption dateaccrued and unpaid interest, but rather if any, shall be paid to the holder person in whose name the Security is registered at the close of record business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed shares at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on such record and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date relating to the Dividend Payment Datefixed for redemption. Notwithstanding For purposes of the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received following terms have the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.following meanings:

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, Company may redeem the shares of Designated Senior Preferred Stock (i) Securities at any time in whole or in part, from time at its option, prior to time, on any Dividend Payment Date on or after the First Optional Redemption Par Call Date, at a redemption price as calculated by the Company equal to the greater of: • 100% of the principal amount of the Securities to be redeemed; or • the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Securities matured on the Par Call Date (iiexclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventthe then current Treasury Rate plus 50 basis points, plus, in each case, at a cash redemption price equal accrued and unpaid interest, if any, on the amount being redeemed to, but excluding the date of redemption. If the Company elects to redeem any Securities on or after the Liquidation AmountPar Call Date, together (except as otherwise provided herein) with the Company shall pay an amount equal to any dividends that have been declared 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Notice of redemption will be sent at least 10 but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on more than 60 days before the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the each holder of record of the Securities to be redeemed shares at its registered address. The notice of redemption for the Securities will state, among other things, the series and amount of Securities to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on such record date relating any Securities that have been called for redemption at the redemption date. If fewer than all of the Securities are to be redeemed at any time, not more than 45 days prior to the Dividend Payment Date. Notwithstanding the foregoingredemption date, the Issuer may particular Securities or portions thereof for redemption from the outstanding Securities not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying previously called shall be selected in accordance with the capital rules applicable procedures of DTC. The Trustee shall have no obligation to the Issuercalculate any redemption price or premium.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayBorrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time by paying to timethe Holder a sum of money in cash equal to one hundred and twenty percent (120%) of the Principal amount to be redeemed, on together with accrued but unpaid interest thereon and any Dividend and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date on or as defined below (the “Redemption Amount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) business days after the First Optional date of the Notice of Redemption Date(the “Redemption Period”). A Notice of Redemption, or if given, must be given on the first business day following twenty (ii20) in whole but not in part at any time within ninety consecutive trading days (90“Lookback Period”) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to during which all of the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that Equity Conditions have been declared but in effect. A Notice of Redemption shall not paid prior to the redemption date (but with no amount be effective with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender portion of the certificate(s) evidencing such shares Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Issuer or Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its agentconversion rights, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid in good funds to the holder Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of record Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoingRedemption Amount, the Issuer Holder may not redeem shares cancel the Notice of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has no maturity date. The Issuer maythe right, at its optionbut not the obligation, to redeem the shares a Series or Class of Designated Senior Preferred Stock Notes in whole but not in part on (i) any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest and other amounts due in respect of the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement. (b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation. (c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, through (i) a Permitted Refinancing, (ii) the use of the proceeds of issuance and sale of a new Series of Notes issued hereunder, or (iii) the use of the proceeds received of any amounts funded under any Variable Funding Notes on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to the end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ prior notice to the Indenture Trustee, the Noteholders and any related Derivative Counterparty. Following issuance of the Redemption Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Amount on the date set for such redemption (the “Redemption Date”). (d) The Issuer may redeem any Series or Class of Notes through (i) a Permitted Refinancing, (ii) the use of proceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, or (iii) the use of proceeds received following a VFN Note Balance Adjustment Request, on any other Business Day specified in the related Indenture Supplement. (e) If necessary to satisfy the Collateral Test, the Notes of any Series or Class of Variable Funding Notes shall be subject to repayment by the Issuer, in whole or in part, up to the amount necessary to satisfy the Collateral Test, using any other cash or funds of the Issuer other than Collections on the Receivables, upon one (1) Business Day’s prior notice from time the Issuer to timethe Indenture Trustee, on each Derivative Counterparty and the related VFN Noteholders. Any such repayment pursuant to this Section 13.1(e) shall reduce the principal balance of such Variable Funding Notes but shall not result in a reduction of any Dividend Payment Date on funding commitments related thereto or after the First Optional Redemption Date, or Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of such Variable Funding Notes and the Issuer) and (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall may be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable made on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder non-pro rata basis with other Series of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerVariable Funding Notes.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer maySecurities are redeemable at the Company’s election, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any Dividend Payment Date portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 15 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Optional Redemption Par Call Date, or (ii) in whole but not in part at any time within ninety (90) days following the Company will pay a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to 100% of the Liquidation Amount, together (except as otherwise provided herein) with an principal amount equal of the Securities to any dividends that have been declared but not paid prior be redeemed plus accrued interest to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on If the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on Company selects a redemption date that occurs subsequent to is on or after a Regular Record Date and on or before the record date for a Dividend related Interest Payment Date shall not be paid to Date, the holder entitled to receive the redemption price on the redemption dateaccrued and unpaid interest, but rather if any, shall be paid to the holder person in whose name the Security is registered at the close of record business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed shares at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on such record and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date relating to the Dividend Payment Datefixed for redemption. Notwithstanding For purposes of the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received following terms have the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.following meanings:

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer Company may, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, at any time and from time to time, and so long as the Optional Redemption Conditions are satisfied on the Optional Redemption Notice Date and each Trading Day of the Optional Redemption Period, deliver a written notice (a “Optional Redemption Notice” and the date that such Optional Redemption Notice is delivered the “Optional Redemption Notice Date”) to the Holder of its election (which may be made contingent on the consummation of any Dividend Payment Date other transaction, but which is otherwise irrevocable) to redeem all, but not less than all, of the Notes for an amount in cash equal to the Early Redemption Amount on or the date that is 20 Trading Days after the First Optional Redemption Notice Date (such 20 Trading Day period the “Optional Redemption Period” and such date of payment specified by the Company, the “Optional Redemption Date”). The Optional Redemption Notice shall include a certification that the Optional Redemption Conditions are satisfied. On the Optional Redemption Date, or (ii) subject to the consummation of any other transaction on which the Optional Redemption Notice was made contingent, the Company shall deliver an amount in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price to the Holder equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares Early Redemption Amount by wire transfer of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Dateimmediately available funds. Notwithstanding the foregoing, if on any Trading Day during the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval Optional Redemption Period any of the Appropriate Federal Banking Agency Optional Redemption Conditions is not satisfied, the Holder may, at its option, send a written notice to the extent required under capital rules applicable Company voiding the Optional Redemption Notice ab initio. For the avoidance of doubt, the Company shall honor all Notices of Conversion delivered at any time, and from time to time, during the Issuer and without complying with the capital rules applicable to the IssuerOptional Redemption Notice Period.

Optional Redemption. The Designated Senior Preferred Stock Issuer may redeem the Notes at any time at the option of the Issuer, in whole or from time to time in part, at a redemption price equal to the Redemption Price. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is perpetual satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and has no maturity datetheir Redemption Date. The Issuer mayshall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Original Indenture, such notice from the Issuer shall be given to the Trustee at its optionsuch time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, redeem in such manner as it shall deem fair and appropriate, no less than 60 days prior to the shares date of Designated Senior Preferred Stock (i) redemption, the Notes to be redeemed in whole or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayIf specified in the applicable prospectus supplement, at its option, we may elect to redeem all or part of the shares outstanding debt securities of Designated Senior Preferred Stock (i) in whole or in part, a series from time to timetime before the maturity date of the debt securities of that series. Upon such election, on any Dividend Payment Date on we will notify the indenture trustee of the redemption date and the principal amount of debt securities of the series to be redeemed. If less than all the debt securities of the series are to be redeemed, the particular debt securities of that series to be redeemed will be selected by the depositary in accordance with its procedures. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventmethod of calculating such price), in each case, at a cash case in accordance with the terms and conditions of those debt securities. Notice of redemption price equal will be given to each holder of the Liquidation Amount, together (except as otherwise provided herein) with an amount equal debt securities to any dividends that have been declared but be redeemed not paid less than 30 nor more than 60 days prior to the date set for such redemption. This notice will include the following information, as applicable: the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The ; the redemption price for any shares (or the method of Designated Senior Preferred Stock shall calculating such price); if less than all of the outstanding debt securities of such series are to be payable redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular debt securities to be redeemed; that on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price will become due and payable upon each security to be redeemed and, if applicable, that interest thereon will cease to accrue after such date; the place or places where such debt securities are to be surrendered for payment of the redemption price; and that the redemption is for a sinking fund, if such is the case. Prior to any redemption date, we will deposit or cause to be deposited with the indenture trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in trust as provided in the applicable indenture) an amount of money sufficient to pay the aggregate redemption price of, and (except if the redemption date shall be an interest payment date or the debt securities of such series provide otherwise) accrued interest on, all of the debt securities or the part thereof to be redeemed on that date. On the redemption date, but rather shall the redemption price will become due and payable upon all of the debt securities to be paid redeemed, and interest, if any, on the debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date. Any debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we will execute, and the indenture trustee will authenticate and deliver to a holder of record without service charge, new debt securities of the redeemed shares on such record date relating same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in exchange for the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval unredeemed portion of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuerdebt securities that holder surrenders.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer maySecurities are redeemable at the Company’s election, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company will pay a redemption price equal to the greater of: (1) 100% of the principal amount of the Securities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be due if such Securities matured on the First Par Call Date (not including any Dividend Payment Date portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate, plus 25 basis points; plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Securities to be redeemed. If the Company redeems the Securities on or after the First Optional Redemption Par Call Date, or (ii) in whole but not in part at any time within ninety (90) days following the Company will pay a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to 100% of the Liquidation Amount, together (except as otherwise provided herein) with an principal amount equal of the Securities to any dividends that have been declared but not paid prior be redeemed plus accrued interest to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on If the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on Company selects a redemption date that occurs subsequent to is on or after a Regular Record Date and on or before the record date for a Dividend related Interest Payment Date shall not be paid to Date, the holder entitled to receive the redemption price on the redemption dateaccrued and unpaid interest, but rather if any, shall be paid to the holder person in whose name the Security is registered at the close of record business on such Regular Record Date. The Company shall mail or cause to be mailed a notice of redemption at least 15 days, but not more than 60 days, before the redemption date to each Holder of the Securities to be redeemed shares at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on such record and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date relating to the Dividend Payment Datefixed for redemption. Notwithstanding For purposes of the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received following terms have the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.following meanings:

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, Company may redeem the shares of Designated Senior Preferred Stock (i) Securities at any time in whole or in part, from time at its option, prior to time, on any Dividend Payment Date on or after the First Optional Redemption Par Call Date, or at a redemption price as calculated by the Company equal to the greater of: • 100% of the principal amount of the Securities to be redeemed; and • the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Securities matured on the Par Call Date (iiexclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventthe then current Treasury Rate plus 15 basis points, plus, in each case, at a cash redemption price equal accrued and unpaid interest, if any, on the amount being redeemed to, but excluding the date of redemption. If the Company elects to redeem any Securities on or after the Liquidation AmountPar Call Date, together (except as otherwise provided herein) with the Company shall pay an amount equal to any dividends that have been declared 100% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Notice of redemption will be sent at least 10 but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on more than 60 days before the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the each holder of record of the Securities to be redeemed shares at its registered address. The notice of redemption for the Securities will state, among other things, the series and amount of Securities to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on such record date relating any Securities that have been called for redemption at the redemption date. If fewer than all of the Securities are to be redeemed at any time, not more than 45 days prior to the Dividend Payment Date. Notwithstanding the foregoingredemption date, the Issuer may particular Securities or portions thereof for redemption from the outstanding Securities not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying previously called shall be selected in accordance with the capital rules applicable procedures of DTC. The Trustee shall have no obligation to the Issuercalculate any redemption price or premium.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, together but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to, but excluding, the Redemption Date (subject to the holder right of such shares against surrender Holders of record on the certificate(srelevant Record Date to receive interest due on the relevant Interest Payment Date). (c) evidencing such shares to If the Issuer optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to receive Holders whose Notes will be subject to redemption by the redemption price Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the redemption dateNotes are to be redeemed, but rather the Trustee shall be paid authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the holder of record unredeemed or unpurchased portion of the redeemed shares on such record date relating to Definitive Note surrendered representing the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency same indebtedness to the extent required under capital rules applicable not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Issuer and without complying with Company’s rights to redeem the capital rules applicable to Notes as set forth above, the IssuerCompany may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayCommencing six (6) months after the original Issue Date of this Note, at its optionthe Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time by paying to timethe Holder a sum of money in cash equal to one hundred percent (100%) of the Principal amount to be redeemed, on together with accrued but unpaid interest thereon, if any, and any Dividend and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date on or Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the “Redemption Amount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) Trading Days after the First Optional date of the Notice of Redemption Date(the “Redemption Period”). A Notice of Redemption, or if given, may be given on the first Trading Day following twenty (ii20) in whole but not in part at any time within ninety consecutive Trading Days (90the “Lookback Period”) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to during which all of the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that Equity Conditions have been declared but in effect. A Notice of Redemption shall not paid prior to the redemption date (but with no amount be effective with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender portion of the certificate(s) evidencing such shares Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Issuer or Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its agentconversion rights, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid in good funds to the holder Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of record Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoingRedemption Amount, the Issuer Holder may not redeem shares cancel the Notice of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayBorrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time by paying to timethe Holder a sum of money in cash equal to one hundred and fifty percent (150%) of the Principal amount to be redeemed, on together with accrued but unpaid interest thereon and any Dividend and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date on or Date, as defined below (the “Redemption Amount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing and include proof of funds to pay for the Optional Redemption (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than twenty (20) Trading Days after the First Optional date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions [until six months after the Original Issue Date, or except for part (iic) in whole but not in part at any time within ninety and (90i) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to of the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that definition of Equity Conditions] have been declared but in effect. A Notice of Redemption shall not paid prior to the redemption date (but with no amount be effective with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender portion of the certificate(s) evidencing such shares Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Issuer or Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its agentconversion rights, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid in good funds to the holder Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of record Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoingRedemption Amount, the Issuer Holder may not redeem shares cancel the Notice of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayAt any time prior to the Par Call Date, the Company may redeem the Notes at its option, redeem in whole or from time to time in part, at a redemption price (the shares “Redemption Price”) equal to the greater of Designated Senior Preferred Stock (i) in whole or in partthe principal amount of the Notes being redeemed, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or and (ii) in whole the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not in part including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at any time within ninety (90) days following a Regulatory Capital Treatment Eventthe Reinvestment Rate plus 30 basis points, plus, in each case, at accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid Regular Record Date and on or prior to the redemption date (but with no corresponding Interest Payment Date, the Company will pay the full amount with respect of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to any dividends that have not been declared prior to such date). The redemption price for any shares the Holder of Designated Senior Preferred Stock shall be payable record at the close of business on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment corresponding Regular Record Date. Notwithstanding the foregoing, if the Issuer may not redeem shares of Designated Senior Preferred Stock without having received Notes are redeemed on or after the prior approval Par Call Date, the Redemption Price will be equal to 100% of the Appropriate Federal Banking Agency principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the extent required under capital rules applicable date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Issuer Trustee) of the aggregate principal amount of Notes to be redeemed and without complying their Redemption Date. In connection with the capital rules applicable any redemption prior to the IssuerPar Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) Notes in whole or in part, at its option, at any time or from time to timetime prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before November 10, 2025 (the “Par Call Date”), the redemption price will be equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 15 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any Dividend Payment Date time on or after the First Optional Redemption Par Call Date, or (ii) the Issuer may redeem the Notes, in whole but not or in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each casepart, at a cash redemption price equal to 100% of the Liquidation Amountaggregate principal amount of the Notes to be redeemed, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared plus accrued and unpaid interest thereon to, but not paid prior to including, the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer may not redeem shares of Designated Senior Preferred Stock without having received defaults in the prior approval payment of the Appropriate Federal Banking Agency Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the extent required under capital rules applicable Trustee no later than two Business Days prior to the Issuer Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and without complying with payable on the capital rules Redemption Date and at the applicable to Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the IssuerRedemption Date.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) Notes in whole or in part, at its option, at any time or from time to timetime prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before May 15, 2029 (the “Par Call Date”), the redemption price will be equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 35 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any Dividend Payment Date time on or after the First Optional Redemption Par Call Date, or (ii) the Issuer may redeem Notes, in whole but not or in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each casepart, at a cash redemption price equal to 100% of the Liquidation Amountaggregate principal amount of the Notes to be redeemed, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared plus accrued and unpaid interest thereon to, but not paid prior to including, the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer may not redeem shares of Designated Senior Preferred Stock without having received defaults in the prior approval payment of the Appropriate Federal Banking Agency Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the extent required under capital rules applicable Trustee no later than two Business Days prior to the Issuer Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and without complying with payable on the capital rules Redemption Date and at the applicable to Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the IssuerRedemption Date.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, together but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 40 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to, but excluding, the Redemption Date (subject to the holder right of such shares against surrender Holders of record on the certificate(srelevant Record Date to receive interest due on the relevant Interest Payment Date). (c) evidencing such shares to If the Issuer optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to receive Holders whose Notes will be subject to redemption by the redemption price Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the redemption dateNotes are to be redeemed, but rather the Trustee shall be paid authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the holder of record unredeemed or unpurchased portion of the redeemed shares on such record date relating to Definitive Note surrendered representing the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency same indebtedness to the extent required under capital rules applicable not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Issuer and without complying with Company’s rights to redeem the capital rules applicable to Notes as set forth above, the IssuerCompany may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, together but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to, but excluding, the Redemption Date (subject to the holder right of such shares against surrender Holders of record on the certificate(srelevant Record Date to receive interest due on the relevant Interest Payment Date). (c) evidencing such shares to If the Issuer optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to receive Holders whose Notes will be subject to redemption by the redemption price Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the redemption dateNotes are to be redeemed, but rather the Trustee shall be paid authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the holder of record unredeemed or unpurchased portion of the redeemed shares on such record date relating to Definitive Note surrendered representing the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency same indebtedness to the extent required under capital rules applicable not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Issuer and without complying with Company’s rights to redeem the capital rules applicable to Notes as set forth above, the IssuerCompany may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) in whole or in partall or, from time to time, on any Dividend Payment Date on or after a part of the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseNotes, at a cash its option, at redemption price prices equal to 100% of the Liquidation Amountprincipal amount of the Notes being redeemed plus accrued interest, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior if any, to the redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed not including any portion of such payment of interest accrued on the date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on redemption, from the redemption date to the holder maturity date, discounted to the redemption date on a semi-annual basis A-7 (assuming a 360-day year consisting of such shares against surrender twelve 30-day months) at the Treasury Rate plus 50 basis points; over (b) 100% of the certificate(s) evidencing such shares to principal amount of the Issuer Notes being redeemed. If the optional redemption date is on or its agentafter an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled to receive Person in whose name the redemption price on Note is registered at the redemption date, but rather shall be paid to the holder close of record of the redeemed shares business on such record date date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to that Note will state the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval portion of the Appropriate Federal Banking Agency principal amount thereof to be redeemed. A new Note in principal amount equal to the extent required under capital rules applicable unredeemed portion thereof will be issued and delivered to the Issuer and without complying with Trustee, or in the capital rules applicable to case of Definitive Notes, issued in the Issuername of the Holder thereof upon cancellation of the original Note.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125% of the principal amount of the portion of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and has no maturity dategiven to a Subscriber ("Redemption Date"). The Issuer maySubscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber not later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at its optionthe Subscription's election, redeem the shares Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Designated Senior Preferred Stock Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in whole or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or Note shall have occurred; and (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender Company Shares issuable upon conversion of the certificate(s) evidencing such shares to full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formRedemption Date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall Note proceeds may not be paid used to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayAt any time prior to March 15, 2022, the Company may redeem the Notes at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or from time to time in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation AmountRedemption Price. At any time on or after March 15, together (except as otherwise provided herein) with an amount 2022, the Notes will be redeemable at the option of the Company, in whole or from time to time in part, at a redemption price equal to any dividends that 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to the Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been declared but made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not paid less than 30 days nor more than 60 days prior to the date fixed for redemption. The notice of redemption date (but with no will specify, among other items, the Redemption Price and the principal amount with respect of the Notes held by such Holder to any dividends that have not been declared be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such date)shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. The Company shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption price for any shares required by Section 1104 of Designated Senior Preferred Stock the Base Indenture, such notice from the Company shall be payable given to the Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the redemption date to day of mailing the holder relevant notice of such shares against surrender redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the certificate(s) evidencing such shares to the Issuer or its agent, if the shares unredeemed portion of Designated Senior Preferred Stock are issued any Note being redeemed in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuerpart.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming any ------------------- outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has no maturity datebeen given by the Subscriber employing the Conversion Price described in Section 2.1(b)(ii) of the Note. The Issuer maySubscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at its optionthe Subscription's election, redeem the shares Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Designated Senior Preferred Stock Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in whole or in partthe Note, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or shall have occurred; and (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender Company Shares issuable upon conversion of the certificate(s) evidencing such shares to full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formRedemption Date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall Purchase Price proceeds may not be paid used to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, together but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 45 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to, but excluding, the Redemption Date (subject to the holder right of such shares against surrender Holders of record on the certificate(srelevant Record Date to receive interest due on the relevant Interest Payment Date). (c) evidencing such shares to If the Issuer optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to receive Holders whose Notes will be subject to redemption by the redemption price Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the redemption dateNotes are to be redeemed, but rather the Trustee shall be paid authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the holder of record unredeemed or unpurchased portion of the redeemed shares on such record date relating to Definitive Note surrendered representing the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency same indebtedness to the extent required under capital rules applicable not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Issuer and without complying with Company’s rights to redeem the capital rules applicable to Notes as set forth above, the IssuerCompany may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed, together plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 40 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to, but excluding, the Redemption Date (subject to the holder right of such shares against surrender Holders of record on the certificate(srelevant Record Date to receive interest due on the relevant Interest Payment Date). (c) evidencing such shares to If the Issuer optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled to receive Person in whose name the redemption price on Note is registered at the redemption date, but rather shall be paid to the holder close of record of the redeemed shares business on such record date relating Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Dividend Payment Company. On and after the Redemption Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency interest will cease to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issueraccrue on Notes or portions thereof called for redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) Notes in whole or in part, at its option, at any time or from time to timetime prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any Dividend Payment Date time on or after the First Optional Redemption Par Call Date, or (ii) the Issuer may redeem the Notes, in whole but not or in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each casepart, at a cash redemption price equal to 100% of the Liquidation Amountaggregate principal amount of the Notes to be redeemed, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared plus accrued and unpaid interest thereon to, but not paid prior to including, the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer may not redeem shares of Designated Senior Preferred Stock without having received defaults in the prior approval payment of the Appropriate Federal Banking Agency Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the extent required under capital rules applicable Trustee no later than two Business Days prior to the Issuer Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and without complying with payable on the capital rules Redemption Date and at the applicable to Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the IssuerRedemption Date.

Optional Redemption. The Designated Senior Preferred Stock Borrower will have the option of redeeming the outstanding principal amount of the Note ("Optional Redemption"), subject to the other payment provisions herein, by paying to the Purchaser 110% of such principal amount together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption (“Notice of Redemption”) is perpetual and delivered to a Purchaser ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which a Notice of Conversion has no maturity datebeen given by the Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. The Issuer mayPurchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Borrower a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. The Redemption Amount must be paid in good funds to the Purchaser no later than the seventh (7th) business day after the Redemption Date (“Optional Redemption Payment Date”). In the event the Borrower fails to pay the Redemption Amount by the Optional Redemption Payment Date, at its optionthen the Redemption Notice will be null and void. A Notice of Redemption may be given by the Borrower, redeem the shares of Designated Senior Preferred Stock provided (i) no Event of Default as described in whole the Note shall have occurred or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or be continuing; and (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender Note Shares issuable upon conversion of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock full outstanding Note principal are issued included for unrestricted resale in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record registration statement effective as of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal to 110% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and has no maturity date. The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock given to a Subscriber (i) in whole or in part, from time to time, on any Dividend Payment Date on or after the First Optional "Redemption Date, "). A Notice of Redemption may not be given in connection with a portion of a Note for which notice of conversion has been given by the Subscriber. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Liquidation Redemption Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not . The Redemption Amount must be paid prior in good funds to the redemption date Subscriber no later than the fifth (but with no amount with respect to any dividends that have not been declared prior to such date5th) business day after the Redemption Date ("Optional Redemption Payment Date"). The redemption price for any shares of Designated Senior Preferred Stock shall In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be payable on null and void and the redemption date Company will thereafter have no further right to effect an Optional Redemption, and at the holder of such shares against surrender of Subscription's election, the certificate(s) evidencing such shares to Redemption Amount will be deemed a Mandatory Redemption Payment and the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Optional Redemption Payment Date shall not will be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend deemed a Mandatory Redemption Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) This Note may be redeemed in whole or in partpart upon not less than 30 nor more than 60 days' notice, at any time and from time to time, on any Dividend Payment Date on or after time prior to the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseStated Maturity, at a cash the option of the Company at the redemption price equal to the Liquidation Amountof $1,000 per $1,000 principal amount of Notes, together (except as otherwise provided herein) with an amount equal to plus any dividends that have been declared interest accrued but not paid prior to the redemption date (but with no amount not including) the Optional Redemption Date, if both of the following have occurred: (i) payment in full by the Company of the Non-Convertible Notes including without limitation, accrued but unpaid interest, pre-payment penalties, fees or other expenses due thereunder and (ii) the New Conversion Rights Date. Unless the Company defaults in the payment of the Redemption Price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. If fewer than all the Notes are to be redeemed, the Trustee shall select the particular Notes to be redeemed from the outstanding Notes by the methods as provided in the Indenture. If any Note selected for partial redemption is converted in part before termination of the conversion right with respect to any dividends that have not been declared prior to the portion of the Note so selected, the converted portion of such date). The redemption price for any shares of Designated Senior Preferred Stock Note shall be payable on deemed to be the portion selected for redemption date to (provided, however, that the holder Holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date Note so converted and deemed redeemed shall not be paid entitled to the holder any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Note). Notes which have been converted during a selection of Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued and unpaid interest. Notice of redemption price on will be given by the redemption date, but rather shall be paid Company to the holder of record of Holders as provided in the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerIndenture.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, together but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to the holder of such shares against surrender of the certificate(s) evidencing such shares Redemption Date (subject to the Issuer right of Holders of record on the relevant ant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to receive Holders whose Notes will be subject to redemption by the redemption price Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the redemption dateNotes are to be redeemed, but rather the Trustee shall be paid authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the holder of record unredeemed or unpurchased portion of the redeemed shares on such record date relating to Definitive Note surrendered representing the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency same indebtedness to the extent required under capital rules applicable not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Issuer and without complying with Company’s rights to redeem the capital rules applicable to Notes as set forth above, the IssuerCompany may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayCompany may prepay this Note at any time, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, without penalty or premium. If within six (6) months of the date of issue of this Note, the Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (collectively, the “Redemption Amount”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) of any fees it received from time the Company on the date of issue of this Note. The Company shall deliver to timethe Holder a written notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be within ten (10) business days of the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on any Dividend the Redemption Payment Date on or after as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment EventPurchase Agreement, in each caseaddition to this Note, at a cash redemption price equal are outstanding (collectively, the “Outstanding Notes”) and the Company pursuant to this Section 1.4 elects to make an Optional Redemption, then the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to Company shall take the redemption date (but with no amount same action with respect to any dividends that have not been declared prior all Outstanding Notes and make such payments to such date). The redemption price for any shares all holders of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable Outstanding Notes on a redemption date that occurs subsequent to pro rata basis based upon the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder Redemption Amount of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereach Outstanding Note.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayNotes will be redeemable, at its optionthe option of the Company, redeem in whole at any time or in part from time to time (a “Redemption Date”), at a redemption price (the shares “Redemption Price”) equal to the greater of Designated Senior Preferred Stock (i) in whole or in part, from time 100% of the principal amount of the Senior Notes to time, on any Dividend Payment Date on or after the First Optional Redemption Date, be redeemed or (ii) in whole but an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed, not in part including any portion of the payments of interest accrued as of such Redemption Date, discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at any time within ninety (90) days following a Regulatory Capital Treatment Eventthe Treasury Rate, plus 20 basis points, as calculated by an Independent Investment Banker; plus in each case, at a cash accrued and unpaid interest on the Senior Notes to be redeemed to, but excluding, such Redemption Date. If the Company has given notice as provided in the Original Indenture and made funds available for the redemption price equal of any Senior Notes called for redemption on the Redemption Date referred to in that notice, those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued to the Liquidation Amountdate fixed for redemption will be paid as specified in such notice. The Company will give written notice of any redemption of any Senior Notes to Holders of the Senior Notes to be redeemed at their addresses, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but shown in the Security Register for the Senior Notes, at least 30 days and not paid more than 60 days prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date)fixed for redemption. The notice of redemption price will specify, among other items, the date fixed for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agentredemption, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on and the redemption dateaggregate principal amount of the Senior Notes to be redeemed. If the Company chooses to redeem less than all of the Senior Notes, but rather the particular Senior Notes to be redeemed shall be paid selected by the Trustee not more than 45 days prior to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding The Trustee will select the foregoingmethod in its sole discretion, in such manner as it shall deem appropriate and fair, for the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency Notes to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuerbe redeemed in part.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayCompany shall have the right, at in its option------------------- sole discretion, to redeem (an "Optional Redemption") all or a portion of the shares aggregate amount of Designated Senior Preferred Stock principal of this Note, together with accrued but unpaid interest thereon, as follows: (i) in whole If on the date of delivery of any Exchange Notice the Exchange Price for BLCI Stock is less than the Floor Exchange Price, the Company shall have the right to effect an Optional Redemption of the principal amount, and accrued interest thereon, sought to be exchanged by the Holder as of such Exchange Date, at the Optional Redemption Price therefor on the date ten (10) days after the proposed Exchange Date, or in partfirst business day thereafter (an "Optional Redemption Date" with respect to an Exchange Date). The Company must exercise its right to effect such Optional Redemption by written notice thereof given to the Holder, from time to on or before 8:00 p.m., New York time, on any Dividend Payment Date on or after the First next business day following the date of delivery of such Exchange Notice. Notice of such Optional Redemption, once given, shall obligate the Company to make the Optional Redemption Date, or specified therein. (ii) in whole but not in part at any time within If a Standstill Period continues for more than ninety (90) days, the Company shall have the right to effect an Optional Redemption of the unpaid principal amount of this Note at the Optional Redemption Price therefor on the date ten (10) days following a Regulatory Capital Treatment Eventafter the delivery of written notice to such effect, in each case, at a cash redemption price equal to the Liquidation Amount, together or first business day thereafter (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount "Optional Redemption Date" with respect to any dividends a Standstill Period); provided, that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock the Purchaser shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive as Exchange Shares, calculated at the redemption price Exchange Price therefor, as Purchaser may be eligible to purchase on the redemption such date, but rather shall be paid with a pro tanto reduction in the Optional Redemption Price payable on such date. The Company must exercise its right to effect such Optional Redemption by written notice thereof given to the holder Holder, on or before 8:00 p.m., New York time, within ten (10) business days following the termination of record such 90 day period. Notice of such Optional Redemption, once given, shall obligate the redeemed shares on such record date relating Company to make the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerOptional Redemption specified therein.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (a) At any time prior to (i) the Par Call Date (as defined below) in respect of a series of Fixed Rate Notes other than the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes and (ii) the Stated Maturity with respect to the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, the Company may redeem Fixed Rate Notes of such series, in whole or in part, from time at a redemption price equal to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or greater of (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on the Fixed Rate Notes to be redeemed from the Redemption Date to either (A) the Par Call Date of such series of Fixed Rate Notes other than the 2-Year Fixed Rate Notes or the 3-Year Fixed Rate Notes or (B) the Stated Maturity in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventthe case of the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, in each case, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the Make-Whole Basis Points applicable to such series of Fixed Rate Notes, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to but excluding the Redemption Date (the "Fixed Rate Make Whole Redemption Price"). (b) Subject to the immediately following sentence, at any time on or after the Par Call Date in respect of a series of Senior Notes, the Company may redeem Senior Notes of such series, in whole or in part, at a cash redemption price equal to 100% of the Liquidation Amountprincipal amount of the Senior Notes being redeemed, together (except as otherwise provided herein) with an amount equal to plus any dividends that have been declared interest accrued but not paid prior to to, but excluding, the redemption date Redemption Date (but with no amount with respect to any dividends that have not been declared prior to such dateredemption, a "Par Call"). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on 18-Month Floating Rate Notes, the redemption date to 2-Year Fixed Rate Notes and the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date 3-Year Fixed Rate Notes shall not be paid subject to a Par Call. (c) In the holder entitled to receive event of a redemption where the redemption price Fixed Rate Make Whole Redemption Price is payable, the Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. (d) Notice of redemption date, but rather shall be paid to mailed or otherwise delivered in accordance with the holder of record applicable procedures of the redeemed shares on such record date relating Depository in accordance with Section 11.04 of the Base Indenture at least fifteen (15) but not more than sixty (60) days before the Redemption Date, to each Holder of the Dividend Payment DateSenior Notes to be redeemed. Notwithstanding If less than all of the foregoingSenior Notes then Outstanding of any series are to be redeemed, the Issuer may not redeem shares of Designated Trustee will select the particular Senior Preferred Stock without having received the prior approval Notes or portions thereof in accordance with Section 11.03 of the Appropriate Federal Banking Agency to Base Indenture. (e) For the extent required under capital rules applicable to purposes of this Section, the Issuer and without complying with the capital rules applicable to the Issuer.terms below are defined as follows:

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayNotes shall be subject to ------------------- redemption at the option of the Operating Partnership, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, at any time, and from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amountsum of (i) the principal amount of the Senior Notes being redeemed, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior plus accrued and unpaid interest thereon to the redemption date date, and (but with no amount ii) the Make-Whole Amount (as defined below), if any, with respect to any dividends that have not been declared prior to such dateSenior Notes (together, the "Redemption Price"). The If notice has been given as provided in the Original Indenture and funds for the redemption price of any Senior Notes called for any shares of Designated Senior Preferred Stock redemption shall be payable have been made available on the redemption date referred to in such notice, such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders from and after the redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not less than 30 nor more than 60 days prior to the holder date fixed for redemption. The notice of such shares against surrender redemption shall specify, among other items, the Senior Notes to be redeemed, the Redemption Price and the principal amount of the certificate(s) evidencing Senior Notes held by such shares Holder to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Operating Partnership, the Operating Partnership will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Issuer Trustee) of the aggregate principal amount of the Senior Notes to be redeemed and their redemption date. The Trustee shall select, pro rata, by lot or its agentin such manner as it shall deem fair and appropriate, if Senior Notes to be redeemed in whole or in part. Senior Notes may be redeemed in part in the shares authorized denomination of Designated $1,000 or in any integral multiple thereof; provided, that, in the case of a partial redemption, until the Private Placement -------- Legend shall have been removed therefrom, the remaining principal amount of any Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date Notes owned by any Holder or beneficial owner shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Dateless than $100,000. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.As used herein:

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) Notes in whole or in part, at its option, at any time or from time to timetime prior to maturity on at least 30 days, on any Dividend Payment Date on but not more than 60 days, prior notice electronically delivered or after mailed to the First Optional registered address of each Holder of the Notes (the “Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date”). The redemption price for any shares of Designated Senior Preferred Stock shall will be payable on the redemption date equal to the holder of such shares against surrender greater of: (i) 100% of the certificate(saggregate principal amount of the Notes to be redeemed; or (ii) evidencing the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such shares redemption, exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable Redemption Date on a redemption date that occurs subsequent semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the record date for a Dividend Payment Date shall not Treasury Rate plus 25 basis points (such sum to be paid to calculated as set forth in the holder entitled to receive Indenture), plus, in the redemption price on the redemption datecase of (i) or (ii), accrued interest thereon to, but rather shall be paid to not including, the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer may not redeem shares of Designated Senior Preferred Stock without having received defaults in the prior approval payment of the Appropriate Federal Banking Agency Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the extent required under capital rules applicable Trustee no later than two Business Days prior to the Issuer Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and without complying with payable on the capital rules Redemption Date and at the applicable to Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the IssuerRedemption Date.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayCommencing six (6) months after the original Issue Date of this Note, at its optionthe Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time by paying to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) Holder a sum of money in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to one hundred and twenty-five percent (125%) of the Liquidation AmountPrincipal amount to be redeemed (or, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid if the average VWAP of the Common Stock for the ten trading days immediately prior to the redemption date the Notice of Redemption is given is $5.00 or more, 100% of the Principal amount to be redeemed), together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (but with no amount the “Redemption Amount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) during which all of the Equity Conditions have been in effect (other than the requirement to obtain the Stockholder Approval). A Notice of Redemption shall not be effective with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender portion of the certificate(s) evidencing such shares Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Issuer Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights (whether before or its agentafter the giving of the Notice of Redemption), if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid in good funds to the holder Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of record Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of the redeemed shares on such record date relating Redemption, and (iii) Borrower’s failure may be deemed by Holder to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares be a non-curable Event of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerDefault.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed, together plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 45 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to, but excluding, the Redemption Date (subject to the holder right of such shares against surrender Holders of record on the certificate(srelevant Record Date to receive interest due on the relevant Interest Payment Date). (c) evidencing such shares to If the Issuer optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled to receive Person in whose name the redemption price on Note is registered at the redemption date, but rather shall be paid to the holder close of record of the redeemed shares business on such record date relating Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Dividend Payment Company. On and after the Redemption Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency interest will cease to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issueraccrue on Notes or portions thereof called for redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) Notes in whole or in part, at its option, at any time or from time to timetime prior to maturity on at least 30 days, on any Dividend Payment Date on but not more than 60 days, prior notice electronically delivered or after mailed to the First Optional registered address of each Holder of the Notes (the “Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date”). The redemption price for any shares of Designated Senior Preferred Stock shall will be payable on the redemption date equal to the holder of such shares against surrender greater of: (i) 100% of the certificate(saggregate principal amount of the Notes to be redeemed; or (ii) evidencing the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such shares redemption, exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable Redemption Date on a redemption date that occurs subsequent semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the record date for a Dividend Payment Date shall not Treasury Rate plus 20 basis points (such sum to be paid to calculated as set forth in the holder entitled to receive Indenture), plus, in the redemption price on the redemption datecase of (i) or (ii), accrued interest thereon to, but rather shall be paid to not including, the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer may not redeem shares of Designated Senior Preferred Stock without having received defaults in the prior approval payment of the Appropriate Federal Banking Agency Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the extent required under capital rules applicable Trustee no later than two Business Days prior to the Issuer Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and without complying with payable on the capital rules Redemption Date and at the applicable to Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the IssuerRedemption Date.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) Notes in whole or in part, at its option, at any time or from time to timetime prior to Maturity (the date of such redemption, on any Dividend Payment the “Redemption Date”). The Redemption Price will be equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on or after a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the First Optional Redemption DateTreasury Rate plus 25 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii) in whole ), accrued interest thereon to, but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventincluding, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer may not redeem shares of Designated Senior Preferred Stock without having received defaults in the prior approval payment of the Appropriate Federal Banking Agency Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the extent required under capital rules applicable Trustee no later than two Business Days prior to the Issuer Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and without complying with payable on the capital rules Redemption Date and at the applicable to the IssuerRedemption Price.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The At any time prior to July 1, 2020, the Issuer may, may redeem the Notes at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or from time to time in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation AmountRedemption Price. At any time on or after July 1, together (except as otherwise provided herein) with an amount 2020, the Notes will be redeemable at the option of the Issuer, in whole or from time to time in part, at a redemption price equal to any dividends that 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to the Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been declared but made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not paid less than 30 days nor more than 60 days prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date)fixed for redemption. The notice of redemption price for any shares of Designated Senior Preferred Stock shall be payable on will specify, among other items, the redemption date to Redemption Price and the holder of such shares against surrender principal amount of the certificate(s) evidencing Notes held by such shares Holder to the Issuer be redeemed. If all or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record less than all of the Notes are to be redeemed shares on such record date relating to at the Dividend Payment Date. Notwithstanding option of the foregoingIssuer, the Issuer may not redeem shares will notify the Trustee at least 45 days prior to giving notice of Designated Senior Preferred Stock without having received redemption (or such shorter period as is satisfactory to the prior approval Trustee) of the Appropriate Federal Banking Agency aggregate principal amount of Notes to be redeemed and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give to the extent Holders the notice of redemption required under capital rules applicable by Section 1104 of the Base Indenture, such notice from the Issuer shall be given to the Issuer Trustee at such time as shall permit the Trustee to include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and without complying with the capital rules applicable appropriate, no less than 60 days prior to the Issuerdate of redemption, the Notes to be redeemed in part. Neither the Issuer nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, together but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 40 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to, but excluding, the Redemption Date (subject to the holder right of such shares against surrender Holders of record on the certificate(srelevant Record Date to receive interest due on the relevant Interest Payment Date). (c) evidencing such shares to If the Issuer optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to receive Holders whose Notes will be subject to redemption by the redemption price Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the redemption dateNotes are to be redeemed, but rather the Trustee shall be paid authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the holder of record unredeemed or unpurchased portion of the redeemed shares on such record date relating to Definitive Note surrendered representing the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency same indebtedness to the extent required under capital rules applicable not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Issuer and without complying with Company’s rights to redeem the capital rules applicable to Notes as set forth above, the IssuerCompany may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.

Optional Redemption. (a) The Designated Senior Preferred Stock is perpetual provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes. (b) At any time and has no maturity date. The Issuer mayfrom time to time, at its optionthe Notes shall be redeemable, redeem the shares of Designated Senior Preferred Stock (i) in as a whole or in part, from time to timeat the Company’s option, on any Dividend Payment Date on or after at least 30 days, but not more than 60 days, prior notice mailed to the First Optional registered address of each Holder of the Notes to be redeemed, at a Redemption DatePrice equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, or (ii) in whole as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not in part including, the Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at any time within ninety (90) days following a Regulatory Capital Treatment Eventthe Treasury Rate plus 25 basis points, plus, in each either case, at a cash redemption price equal to the Liquidation Amountaccrued and unpaid interest to, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to including, the redemption date (but with no amount with respect to any dividends that have not been declared prior to Redemption Date for such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agentNotes; provided, however, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not interest will be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid Redemption Date to the holder of record on the Regular Record Date. (c) On and after the Redemption Date for such Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed shares on the Redemption Date, and accrued and unpaid interest, if any, on such record date relating Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee and the Depositary deems appropriate; provided, however, that in no event, shall Notes of a principal amount of $1,000 or less be redeemed in part. (d) Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the Dividend Payment date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notwithstanding Notice of redemption having been given as provided in the foregoingIndenture, the Issuer may Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not redeem shares of Designated Senior Preferred Stock without having received including, the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption Date.

Optional Redemption. The Designated Senior Preferred Stock Securities are redeemable, at the option of the Company, at any time prior to maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) and at a price (the “Redemption Price”) equal to 100% of the principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is perpetual required to be paid pursuant to the immediately following paragraph. However, if the Redemption Date is after a Regular Record Date and has no maturity dateon or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of business on the Regular Record Date and not included in the Redemption Price. The Issuer mayRedemption Price will never be less than 100% of the principal amount of the Securities plus accrued and unpaid interest up to but not including the Redemption Date. The Company will calculate the Make-Whole Premium, at its optionif any, redeem in good faith, applying the shares Treasury Rate determined as set forth in the definition thereof. The amount of Designated Senior Preferred Stock the Make-Whole Premium is equal to the excess, if any, of: (i) in whole or in partthe sum of the present values, from time to time, on any Dividend Payment Date on or after calculated as of the First Optional Redemption Date, or of: (A) the remaining scheduled payments of interest on the Securities to be redeemed that would be due after the Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the Redemption Date); and (B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in whole clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but not in part at any time within ninety for the redemption, to the Redemption Date on a semiannual basis (90assuming a 360-day year consisting of twelve 30-day months) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price discount rate equal to the Liquidation Amount, together Treasury Rate (except as otherwise provided hereindefined below) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuerplus 50 basis points.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, together but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to the holder of such shares against surrender of the certificate(s) evidencing such shares Redemption Date (subject to the Issuer right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled to receive Person in whose name the redemption price on Note is registered at the redemption date, but rather shall be paid to the holder close of record of the redeemed shares business on such record date relating Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Dividend Payment Company. On and after the Redemption Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency interest will cease to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issueraccrue on Notes or portions thereof called for redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayCommencing on the original Issue Date of this Note, at its optionthe Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time by paying to timethe Holder a sum of money in cash equal to one hundred and twenty-five percent (125%) of the Principal amount to be redeemed, on together with accrued but unpaid interest thereon and any Dividend and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date on or Date, as defined below (the “Redemption Amount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) Trading Days after the First Optional date of the Notice of Redemption Date(the “Redemption Period”). A Notice of Redemption, or if given, may be given on the first Trading Day following ten (ii10) in whole but not in part at any time within ninety consecutive Trading Days (90the “Lookback Period”) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to during which all of the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that Equity Conditions have been declared but in effect. A Notice of Redemption shall not paid prior to the redemption date (but with no amount be effective with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender portion of the certificate(s) evidencing such shares Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Issuer or Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its agentconversion rights, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid in good funds to the holder Holder. If during the Redemption Period, Borrower announces or engages in a Fundamental Transaction, the Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of record Redemption will be null and void, and (ii) Borrower will have no right to deliver another Notice of Redemption. In the event the Equity Conditions cease to be in effect prior to the payment of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoingRedemption Amount, the Issuer Holder may not redeem shares cancel the Notice of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming the Note and Put Notes ("Optional Redemption") by paying to the Subscriber a sum of money determined by multiplying the principal amount of the Note or Put Note by 130% together with accrued but unpaid interest thereon ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has no maturity datebeen given by the Subscriber at any time before receipt of a Notice of Redemption. The Issuer maySubscriber may elect within three (3) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Put Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the sixth business day after the Redemption Date. In the event the Company fails to pay the Redemption Amount by such date, at its optionthen the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption. Such failure will also be deemed an Event of Default under the Note and Put Note. Any Notice of Redemption must be given to all holders of Notes and Put Notes issued in connection with the Initial Offering, redeem in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the shares of Designated Senior Preferred Stock Company, provided (i) no Event of Default, as described in whole the Note shall have occurred or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or be continuing; and (ii) the Company Shares issuable upon conversion of the full outstanding Note and Put Note principal are included in whole but not in part at any time within ninety a registration statement effective as of the Redemption Date and the average closing price of the common stock on the Principal Market for the twenty-two (9022) consecutive trading days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have Redemption Date is not been declared prior to such date). The redemption price for any shares less than 300% of Designated Senior Preferred Stock shall be payable the Conversion Price in effect on the redemption date Redemption Date and the daily trading volume during such period is not less than 600,000 Common Shares per day. Only one Notice of Redemption may be given to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerSubscriber.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming ------------------- any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has no maturity datebeen given by the Subscriber employing the Conversion Price described in Section 2.1(b)(ii) of the Note. The Issuer maySubscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at its optionthe Subscription's election, redeem the shares Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Designated Senior Preferred Stock Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in whole or in partthe Note, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or shall have occurred; and (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender Company Shares issuable upon conversion of the certificate(s) evidencing such shares to full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formRedemption Date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall Purchase Price proceeds may not be paid used to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) Notes in whole or in part, at its option, at any time or from time to timetime prior to maturity on at least 30 days, on any Dividend Payment Date on but not more than 60 days, prior notice electronically delivered or after mailed to the First Optional registered address of each Holder of the Notes (the “Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date”). The redemption price for any shares of Designated Senior Preferred Stock shall will be payable on the redemption date equal to the holder of such shares against surrender greater of: (i) 100% of the certificate(saggregate principal amount of the Notes to be redeemed; or (ii) evidencing the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such shares redemption, exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable Redemption Date on a redemption date that occurs subsequent semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the record date for a Dividend Payment Date shall not Treasury Rate plus 15 basis points (such sum to be paid to calculated as set forth in the holder entitled to receive Indenture), plus, in the redemption price on the redemption datecase of (i) or (ii), accrued interest thereon to, but rather shall be paid to not including, the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer may not redeem shares of Designated Senior Preferred Stock without having received defaults in the prior approval payment of the Appropriate Federal Banking Agency Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the extent required under capital rules applicable Trustee no later than two Business Days prior to the Issuer Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and without complying with payable on the capital rules Redemption Date and at the applicable to Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the IssuerRedemption Date.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(a) At any time prior to the Par Call Date, at its optionthe Notes may be redeemed by the Company, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseCompany’s option, at a cash redemption price equal to the Liquidation Amountgreater of: (i) 100% of the principal amount of the Notes being redeemed, together plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (except ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but with no amount with respect to excluding, the Redemption Date. (b) At any dividends that have not been declared prior to such date). The time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price for any shares equal to 100% of Designated Senior Preferred Stock shall the principal amount of Notes to be payable redeemed, plus accrued and unpaid interest, if any, on the redemption date Notes to, but excluding, the Redemption Date (subject to the holder right of such shares against surrender Holders of record on the certificate(srelevant Record Date to receive interest due on the relevant Interest Payment Date). (c) evidencing such shares to If the Issuer optional Redemption Date is on or its agentafter a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not any, will be paid to the holder entitled to receive Person in whose name the redemption price on Note is registered at the redemption date, but rather shall be paid to the holder close of record of the redeemed shares business on such record date relating Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Dividend Payment Company. On and after the Redemption Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency interest will cease to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issueraccrue on Notes or portions thereof called for redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) Notes may be redeemed in whole or in part, from time to time, on any Dividend Payment Date part at the option of the Issuer on or after January 19, 2018 (such redemption, an “Optional Redemption”) at a price (the First “Optional Redemption Price”) payable in cash and equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, including Additional Interest, if any, to, but excluding, the Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventor, in each casethe case of a Default by the Issuer in the payment of the Optional Redemption Price, at the day on which such Default is no longer continuing; provided, however, that if the Notes are redeemed on a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends date that have been declared but not paid is after a Regular Record Date and prior to the redemption date (but with no amount with corresponding Interest Payment Date, the accrued interest payable in respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Interest Payment Date shall not be paid payable to Holders of the Notes to whom the principal amount of the Notes being redeemed pursuant to the holder entitled Optional Redemption is paid, and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to receive the redemption price Holder of record on the redemption date, but rather shall be paid to relevant Regular Record Date for the holder of record of the redeemed shares on such record date relating to the Dividend corresponding Interest Payment Date. Notwithstanding For the foregoingavoidance of doubt, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received any Notes in an Optional Redemption unless all accrued and unpaid interest thereon has been or is simultaneously paid (or will be paid at the next Interest Payment Date in accordance with the immediately preceding sentence) for all semi-annual interest periods or portions thereof terminating prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption Date.

Optional Redemption. (a) The Designated Senior Preferred Stock is perpetual provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes. (b) At any time and has no maturity date. The Issuer mayfrom time to time, at its optionthe Notes shall be redeemable, redeem the shares of Designated Senior Preferred Stock (i) in as a whole or in part, from time to timeat the Company’s option, on any Dividend Payment Date on or after at least 30 days, but not more than 60 days, prior notice mailed to the First Optional registered address of each Holder of the Notes to be redeemed, at a Redemption DatePrice equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, or (ii) in whole as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not in part including, the Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at any time within ninety (90) days following a Regulatory Capital Treatment Eventthe Treasury Rate plus 25 basis points, plus, in each either case, at a cash redemption price equal to the Liquidation Amountaccrued and unpaid interest to, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to including, the redemption date (but with no amount with respect to any dividends that have not been declared prior to Redemption Date for such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agentNotes; provided, however, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not interest will be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid Redemption Date to the holder of record on the Regular Record Date. (c) On and after the Redemption Date for such Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed shares on the Redemption Date, and accrued and unpaid interest, if any, on such record date relating Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in no event, shall Notes of a principal amount of $1,000 or less be redeemed in part. (d) Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the Dividend Payment date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notwithstanding Notice of redemption having been given as provided in the foregoingIndenture, the Issuer may Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not redeem shares of Designated Senior Preferred Stock without having received including, the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption Date.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayNotes will be redeemable, at its optionthe option of the Company, redeem the shares of Designated Senior Preferred Stock (i) at any time in whole or in part, from time to time, time in part. The Redemption Price for the Notes to be redeemed on any Dividend Payment Redemption Date shall be equal to the greater of the following amounts: (a) 100% of the principal amount of the Notes being redeemed on the Redemption Date; or (b) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed on that Redemption Date (not including any portion of any payments of interest accrued to the Redemption Date) discounted to the Redemption Date on or after a semi-annual basis at the First Optional Redemption DateTreasury Rate, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventplus 25 basis points; plus, in each case, at a cash accrued and unpaid interest on the Notes to, but excluding, the Redemption Date. If money sufficient to pay the redemption price equal of all of the Notes (or portions thereof) to be redeemed on the Liquidation AmountRedemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date, together then on and after such Redemption Date, interest will cease to accrue on such Notes (except as otherwise provided hereinor such portion thereof) with an amount equal to any dividends called for redemption. Notwithstanding the foregoing, installments of interest on the Notes that have been declared but not paid are due and payable on Interest Payment Dates falling on or prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock a Redemption Date shall be payable on the redemption date Interest Payment Date to the holder of such shares against surrender registered Holders as of the certificate(s) evidencing such shares close of business on the relevant record date according to the Issuer or its agent, if Notes and the shares of Designated Senior Preferred Stock are issued in certificated formIndenture. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not The Redemption Price will be paid to the holder entitled to receive the redemption price calculated on the redemption date, but rather shall be paid to the holder basis of record a 360-day year consisting of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuertwelve 30-day months.

Optional Redemption. The Designated Senior Preferred Stock is perpetual (a) Beginning on September 22, 2022 and has no maturity date. The Issuer mayprovided that the applicable Conditions to Redemption have been satisfied and will continue to be satisfied if the optional redemption payment were made on the Subordinated Notes, at its optionthe Subordinated Notes may be redeemed, redeem the shares of Designated Senior Preferred Stock (i) in whole at any time or in part, part from time to time, on any Dividend Payment Date on or after at the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each caseIssuer’s option, at a cash redemption price Redemption Price equal to the Liquidation Amount, together accrued and unpaid interest (except as otherwise provided hereinincluding Arrears of Interest) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder principal amount of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agentSubordinated Notes being redeemed to, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on excluding, the redemption date, and any Additional Amounts thereon, plus 100% of the principal amount of the Subordinated Notes to be redeemed. (b) Notice of any optional redemption will be mailed at least 30 days but rather not more than 60 days before the date of redemption to each Holder of the Subordinated Notes to be redeemed. The Issuer shall notify the Trustee and the Holders of the Subordinated Notes in writing not less than 10 Business Days prior to the applicable redemption date (or as soon as reasonably practicable if the applicable Conditions to Redemption are no longer satisfied as of a date less than 10 Business Days prior to the applicable redemption date) if the applicable Conditions to Redemption will not be satisfied on the applicable redemption date, which written notice shall state the cause of the failure to satisfy such conditions, and the redemption shall be paid deferred until such time as the applicable Conditions to the holder of record of the redeemed shares on Redemption are satisfied. In such record date relating to the Dividend Payment Date. Notwithstanding the foregoingevent, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received shall further notify the prior approval Trustee and the Holders of the Appropriate Federal Banking Agency Subordinated Notes in writing not more than 5 Business Days following the satisfaction of the applicable Conditions to Redemption that such conditions have been satisfied and stating the new redemption date for the Subordinated Notes, which shall be the 10th Business Day following the date such conditions were satisfied. If at any time following the date of such written notice and prior to the extent required under capital rules new redemption date the applicable Conditions to Redemption are no longer satisfied, the above notice provisions shall again apply. (c) Unless the Issuer defaults in payment of the Redemption Price (including, for this purpose, a non-payment in the event the applicable Conditions to Redemption have not been satisfied), on and without complying with after the capital rules applicable redemption date, interest will cease to accrue on the IssuerSubordinated Notes or portions thereof called for redemption. In the event the Subordinated Notes are called for redemption, neither the Issuer nor the Trustee will be required to register the transfer of or exchange the Subordinated Notes to be redeemed during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption and ending at the close of business on the day of such mailing.

Optional Redemption. The Designated Senior Preferred Stock Securities are redeemable, at the option of the Company, at any time prior to maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) at a redemption price (the “Redemption Price”) calculated as follows. If the relevant Redemption Date occurs prior to July 15, 2022, the Redemption Price will be equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is perpetual required to be paid pursuant to the immediately following paragraph. If the relevant Redemption Date occurs on or after July 15, 2022, the Redemption Price payable will be equal to 100% of the principal amount of the Securities being redeemed plus accrued and has unpaid interest up to but not including the Redemption Date (with no maturity dateMake-Whole Premium). If the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of business on the Regular Record Date and not included in the Redemption Price. The Issuer mayRedemption Price will never be less than 100% of the principal amount of the Securities plus accrued and unpaid interest up to but not including the Redemption Date. The Company will calculate the Make-Whole Premium, at its optionif any, redeem in good faith, applying the shares Treasury Rate determined as set forth in the definition thereof. The amount of Designated Senior Preferred Stock the Make-Whole Premium is equal to the excess, if any, of: (i) in whole or in partthe sum of the present values, from time to time, on any Dividend Payment Date on or after calculated as of the First Optional Redemption Date, or of: (A) the remaining scheduled payments of interest on the Securities to be redeemed that would be due after the Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued thereon to the Redemption Date); and (B) the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in whole clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but not in part at any time within ninety for the redemption, to the Redemption Date on a semiannual basis (90assuming a 360-day year consisting of twelve 30-day months) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price discount rate equal to the Liquidation Amount, together Treasury Rate (except as otherwise provided hereindefined below) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuerplus 35 basis points.

Optional Redemption. (a) The Designated Senior Preferred Stock is perpetual Partnership shall have the right at any time, and has no maturity date. The Issuer mayfrom time to time, at its optionon or after December 20, 2024 to redeem the shares of Designated Senior Preferred Stock (i) Interests, in whole or in part, from time any source of funds legally available for such purpose. Any such redemption shall occur on a date set by the General Partner (the “Preferred Interest Redemption Date”). (b) The Partnership shall effect any such redemption by paying cash for each Preferred Interest, to timebe redeemed equal to the Preferred Interest Liquidation Preference for such Preferred Interest on such Preferred Interest Redemption Date (the “Preferred Interest Redemption Price”). Preferred Interest Redemption Price shall be paid by the Paying Agent to each holder on the Preferred Interest Redemption Date. (c) The Partnership shall give notice of any redemption by mail, on any Dividend Payment Date on or after postage prepaid, not less than 30 days and not more than 60 days before the First Optional scheduled Preferred Interest Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation AmountPreferred Interest Holders (as of 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is given) of any Preferred Interests to be redeemed as such Preferred Interest Holders’ names appear on the books of the Transfer Agent and at the address of such Preferred Interest Holder shown therein. Such notice (the “Preferred Interest Redemption Notice”) shall state: (1) the Preferred Interest Redemption Date, together (except 2) the number of Preferred Interests to be redeemed and, if less than all Outstanding Preferred Interests are to be redeemed, the number (and the identification) of Preferred Interests to be redeemed from such Preferred Interest Holder, (3) the Preferred Interest Redemption Price, (4) the place where the Preferred Interests are to be redeemed and shall be presented and surrendered for payment of the Preferred Interest Redemption Price therefor and (5) that distributions on the Preferred Interests to be redeemed shall cease to accumulate from and after such Preferred Interest Redemption Date. (d) If the Partnership elects to redeem less than all of the Outstanding Preferred Interests, the number of Preferred Interests to be redeemed shall be determined by the General Partner, and such Preferred Interests shall be redeemed by such method of selection as otherwise the holders shall determine either Pro Rata or by lot, with adjustments to avoid redemption of fractional Preferred Interests. The aggregate Preferred Interest Redemption Price for any such partial redemption of the Outstanding Preferred Interests shall be allocated correspondingly among the redeemed Preferred Interests. The Preferred Interests not redeemed shall remain outstanding and entitled to all the rights and preferences provided hereinin this Article XVI. (e) If the Partnership gives or causes to be given a Preferred Interest Redemption Notice, the Partnership shall deposit with an amount equal the Paying Agent funds, sufficient to any dividends that redeem the Preferred Interests, as applicable, as to which such Preferred Interest Redemption Notice shall have been declared but not paid prior given, no later than 5:00 p.m. New York City time on the Business Day immediately preceding the Preferred Interest Redemption Date, and shall give the Paying Agent irrevocable instructions and authority to pay the Preferred Interest Redemption Price to the Preferred Interest Holders to be redeemed upon surrender or deemed surrender of the certificates therefor as set forth in the Preferred Interest Redemption Notice. If the Preferred Interest Redemption Notice shall have been given, from and after the Preferred Interest Redemption Date unless the Partnership defaults in providing funds sufficient for such redemption date (but with no amount at the time and place specified for payment pursuant to the Preferred Interest Redemption Notice, all Preferred Interest Distributions on such Preferred Interests to be redeemed shall cease to accumulate and all rights of holders of the Preferred Interests as Limited Partners with respect to the Preferred Interests to be redeemed shall cease, except the right to receive the Preferred Interest Redemption Price and the Preferred Interests shall not thereafter be transferred on the books of the Transfer Agent or be deemed to be outstanding for any dividends purpose whatsoever. The Partnership shall be entitled to receive from the Paying Agent the interest income, if any, earned on such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Preferred Interest Redemption Price of the Preferred Interests to be redeemed), and the holders of any Preferred Interests so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Partnership for any reason, including redemption of the Preferred Interests that remain unclaimed or unpaid after two years after the applicable Preferred Interest Redemption Date or other payment date, as applicable, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Preferred Interest Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Preferred Interest Redemption Notice, there shall be no redemption of any Preferred Interests called for redemption until funds sufficient to pay the full Preferred Interest Redemption Price of the Preferred Interests shall have been deposited by the Partnership with the Paying Agent. (f) Any Preferred Interests that are redeemed or otherwise acquired by the Partnership shall be canceled. If only a portion of the Preferred Interests represented by a certificate shall have been called for redemption, the Paying Agent shall adjust the applicable book-entry account representing the number of Preferred Interests that have not been called for redemption. (g) Notwithstanding anything to the contrary in this Article XVI, in the event that full cumulative distributions on the Preferred Interests shall not have been paid or declared prior to such date). The redemption price and set apart for payment, none of the Partnership, the General Partner or any shares Affiliate of Designated Senior Preferred Stock the General Partner shall be payable permitted to repurchase, redeem or otherwise acquire, in whole or in part, any Preferred Interests except pursuant to a purchase or exchange offer made on the redemption date same terms to the holder of such shares against surrender all Preferred Interest Holders. None of the certificate(s) evidencing such shares Partnership, the General Partner or any Affiliate of the General Partner shall be permitted to the Issuer redeem, repurchase or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price otherwise acquire any Partnership Interests unless full cumulative distributions on the redemption date, but rather Preferred Interests for all prior and the then-ending Preferred Interest Distribution Periods shall be have been paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer or declared and without complying with the capital rules applicable to the Issuerset apart for payment.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. (a) The Issuer maymay effect an Optional Redemption of the Notes, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to timeand reduce the Commitment Amount, on any Dividend Payment Redemption Date (such Redemption Date shall be a date to be specified in a notice to be delivered as described in the second sentence of this ‎Section 10.01(a)) by deposit in full of the Redemption Price in the Distribution Account for distribution to the applicable Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New York, New York time) on or after the First Optional Business Day preceding the applicable Redemption Date whereupon all such Notes shall be due and payable on the applicable Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal connection with which the Issuer shall comply with the provisions of this ‎Section 10.01 and ‎Section 10.02 hereof. The Issuer will furnish notice of such election to the Liquidation Trustee, the Owner Trustee, the Trust’s Agent and the Rating Agency no later than ten (10) Business Days prior to the proposed Redemption Date. Any Optional Redemption of the Notes during the Aggregation Period shall be accompanied by a corresponding, equal and permanent reduction of the Commitment Amount. (b) The Notes to be redeemed shall, together following delivery of a notice of an Optional Redemption complying with ‎Section 10.02 hereof, on the Redemption Date become due and payable at the Redemption Price with respect thereto and (except as otherwise provided hereinunless such Redemption Price is not paid) with no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. On the Redemption Date, upon deposit in full by the Issuer in the Distribution Account of an amount equal to the Redemption Price, the Noteholders shall have no interest therein nor any dividends that have been declared but not paid claim to any distributions in respect of the Indenture Collateral (other than the Transaction Accounts). (c) The portion of the Redemption Price constituting payment of principal or the Make-Whole Amount, if applicable, of the Notes shall be distributed to Noteholders in accordance with Section 7.05(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement. (d) The Issuer may withdraw any notice of Optional Redemption or specify a new Redemption Date at any time prior to the redemption date (but with no amount with respect to proposed Redemption Date set forth in any dividends that have not been declared prior to such date). The redemption price for any shares notice of Designated Senior Preferred Stock shall be payable on the redemption date Optional Redemption by providing written notice to the holder Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Date. A withdrawal of such shares against surrender notice of Optional Redemption or the inability of the certificate(s) evidencing such shares Issuer to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record complete an Optional Redemption of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may Notes will not redeem shares constitute an Event of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerDefault.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has no maturity datebeen given by the Subscriber at any time before receipt of a Notice of Redemption. The Issuer maySubscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at its optionthe Subscription's election, redeem the shares Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Designated Senior Preferred Stock Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in whole the Note shall have occurred or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or be continuing; (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in whole but not in part at any time within ninety a registration statement effective as of the Redemption Date; and (90iii) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption the closing price equal to of the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Common Stock shall be payable on the redemption date to Principal Market (or other market if not listed or trading on a Principal Market) is less than the holder of such shares against surrender Maximum Base Price for each of the certificate(sten (10) evidencing such shares to trading days preceding the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formRedemption Date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall Note proceeds may not be paid used to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal to one hundred and twenty percent (120%) of the principal amount of the portion of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and has no maturity dategiven to a Subscriber ("Redemption Date"). The Issuer may, at its option, redeem Subscriber may elect within ten (10) business days after receipt of a Notice of Redemption to give the shares Company Notice of Designated Senior Preferred Stock (i) Conversion in whole connection with some or in part, from time to time, all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price deposit and segregated ready funds equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends Redemption Amount and stating that have the Company’s subsidiary River Reinsurance Limited has been declared but not paid issued a Barbados insurance license prior to the redemption 121st day after the date of this Agreement, and attaching a copy of such license and evidence of the date of its issuance. The Redemption Amount must be paid in good funds to the Subscriber not later than the twelfth (but with no amount with respect to any dividends that have not been declared prior to such date12th) business day after the Redemption Date (“Optional Redemption Payment Date”). The redemption price for any shares of Designated Senior Preferred Stock shall In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be payable on null and void and the redemption date Company will thereafter have no further right to effect an Optional Redemption, and at the holder of such shares against surrender of Subscriber’s election, the certificate(s) evidencing such shares to Redemption Amount will be deemed a Mandatory Redemption Payment and the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Optional Redemption Payment Date shall not will be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend deemed a Mandatory Redemption Payment Date. Notwithstanding Such failure will also be deemed an Event of Default under the foregoingNote. A Notice of Redemption may be given by the Company, provided an Event of Default, as NEWYORK01 1037898v7 362761-000013 described in the Issuer Note has not occurred and is continuing. Note proceeds may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency be used to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayCommencing six (6) months after the original Issue Date of this Note, at its optionthe Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time by paying to timethe Holder a sum of money in cash equal to one hundred percent (100%) of the Principal amount to be redeemed, on together with accrued but unpaid interest thereon, if any, and any Dividend and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date on or Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the “Redemption Amount”). Bo▇▇▇▇▇▇’▇ election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) Trading Days after the First Optional date of the Notice of Redemption Date(the “Redemption Period”). A Notice of Redemption, or if given, may be given on the first Trading Day following twenty (ii20) in whole but not in part at any time within ninety consecutive Trading Days (90the “Lookback Period”) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to during which all of the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that Equity Conditions have been declared but in effect. A Notice of Redemption shall not paid prior to the redemption date (but with no amount be effective with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender portion of the certificate(s) evidencing such shares Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Issuer or Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its agentconversion rights, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid in good funds to the holder Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of record Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to be in effect prior to the payment of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoingRedemption Amount, the Issuer Holder may not redeem shares cancel the Notice of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. (a) The Issuer may, at its option, shall have the option to redeem the shares of Designated Senior Preferred Stock (i) in whole or in partNotes, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at part, as to the then outstanding Notes, on any time within ninety Note Payment Date (90the "REDEMPTION DATE") days following a Regulatory Capital Treatment Event, in each caseafter the aggregate principal amount of the then outstanding Notes is less than 10% of the original aggregate principal amount of the Notes, at a cash redemption price equal the applicable Redemption Price plus any fees due hereunder. The Issuer shall set the Redemption Date and the Redemption Record Date and give notice thereof to the Liquidation AmountTrustee pursuant to Section 18(b). Installments of interest and principal due on or prior to a Redemption Date shall continue to be payable to the Noteholders called for redemption as of the relevant Record Dates according to their terms and the provisions of Section 7 of the Indenture. The election of the Issuer to redeem any Notes pursuant to this Section 18 shall be evidenced by a Board Resolution directing the Trustee to make the payment of the applicable Redemption Price on all of the Notes to be redeemed from monies deposited with the Trustee pursuant to Section 18(d). The Issuer shall, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid at least 15 days prior to the Redemption Date, notify the Trustee of such Redemption Date. (b) Upon receipt of such notice set forth in Section 18(a), the Trustee shall provide notice of such redemption by first-class mail, postage prepaid, mailed no later than the three Business Days following the date on which such notice was received, to each Person who is a Noteholder on the Record Date preceding the Redemption Date, at his address in the Note Register. All notices of redemption shall state: (but with no amount with respect 1) the Redemption Date; (2) the Redemption Price; and (3) that on the Redemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon shall cease to accrue on the Redemption Date if the Redemption Price is paid on such date. Notice of redemption of Notes shall be given by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any dividends Noteholder selected for redemption shall not impair or affect the validity of the redemption of any other Note. (c) On or before the Business Day next preceding any Redemption Date, the Issuer shall deposit with the Collateral Agent an amount of monies sufficient to pay the Redemption Price of all Notes which are to be redeemed on such Redemption Date plus any fees due hereunder. (d) Notice of redemption having been given as provided in Section 18(d), the Notes shall, on the Redemption Date, become due and payable at the Redemption Price and on such Redemption Date (unless the Issuer shall default in the payment of the Redemption Price) such Notes shall cease to bear interest. The Noteholders shall be paid the Redemption Price by the Trustee on behalf of the Issuer after payment of all amounts then owing to the Trustee, the Collateral Agent and the Servicer if the Servicer is not an Affiliate of Transmedia; PROVIDED, HOWEVER, that have not been declared installments of principal and interest which are due on or prior to such date). The redemption price for any shares of Designated Senior Preferred Stock the Redemption Date shall be payable to the Noteholders registered as such on the redemption date relevant Record Dates according to their terms and the holder provisions of such shares against surrender Section 7 of the certificate(s) evidencing such shares to Indenture. If the Issuer or its agent, if the shares holders of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a any Note called for redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoingso paid, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received principal and premium, if any, shall, until paid, bear interest from the prior approval of Redemption Date at the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerNote Interest Rate.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal to one hundred and twenty percent (120%) of the principal amount of the portion of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and has no maturity dategiven to a Subscriber ("Redemption Date"). The Issuer may, at its option, redeem Subscriber may elect within ten (10) business days after receipt of a Notice of Redemption to give the shares Company Notice of Designated Senior Preferred Stock (i) Conversion in whole connection with some or in part, from time to time, all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price deposit and segregated ready funds equal to the Liquidation Redemption Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not . The Redemption Amount must be paid prior in good funds to the redemption date Subscriber not later than the twelfth (but with no amount with respect to any dividends that have not been declared prior to such date12th) business day after the Redemption Date ("Optional Redemption Payment Date"). The redemption price for any shares of Designated Senior Preferred Stock shall In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be payable on null and void and the redemption date Company will thereafter have no further right to effect an Optional Redemption, and at the holder of such shares against surrender of Subscription's election, the certificate(s) evidencing such shares to Redemption Amount will be deemed a Mandatory Redemption Payment and the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Optional Redemption Payment Date shall not will be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend deemed a Mandatory Redemption Payment Date. Notwithstanding Such failure will also be deemed an Event of Default under the foregoingNote. A Notice of Redemption may be given by the Company, provided an Event of Default, as described in the Issuer Note has not occurred and is continuing. Note proceeds may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency be used to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayNotes may be redeemed, at its option, redeem the shares of Designated Senior Preferred Stock (i) Issuer’s option in whole or in partor, from time to time, on any Dividend Payment in in part, prior to the Maturity Date as follows: (a) If the Notes are redeemed before [October 15, 2028]* / [November 15, 2031]** (the “Par Call Date”), the Notes will be redeemed at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; and (ii) the applicable Make-Whole Redemption Price (if any) with respect to such Notes, plus accrued and unpaid interest thereon to, but not including the Redemption Date. (b) If the Notes are redeemed on or after the First Optional Par Call Date, the such Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventas the case may be, in each case, at a cash redemption price equal to the Liquidation Amountdate of such payment on the next succeeding Business Day; provided, together (except as otherwise provided herein) with an amount equal to any dividends however, that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agenta Redemption Date, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of Redemption Price on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due. (d) If notice has been given in the manner provided in Section 1104 of the Indenture and funds for the redemption date that occurs subsequent of the Note or any part thereof called for redemption will have been made available on the Redemption Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after the record date for a Dividend Payment Redemption Date shall not referred to in such notice and the only right of the Holder will be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record payment of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption Price.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of -------------------- redeeming any outstanding Notes and outstanding Put Notes ("Optional Redemption") by paying to the Subscriber a sum of money equal to 135% of the principal amount of the Note or Put Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note, Put Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has no maturity datebeen given by the Subscriber at any time before receipt of a Notice of Redemption. The Issuer maySubscriber may elect within seven (7) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Put Note principal which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the ninth (9th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at its optionthe Subscription's election, redeem the shares Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Designated Senior Preferred Stock Default under the Note and Put Note. Any Notice of Redemption must be given to all holders of Notes and Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in whole the Note shall have occurred or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or be continuing; (ii) the Company Shares issuable upon conversion of the full outstanding Note and Put Note principal are included in whole but not in part at any time within ninety a registration statement effective as of the Redemption Date; and (90iii) the average closing bid price on the Principal Market for the ten (10) trading days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have Redemption Date is not been declared prior to such date). The redemption price for any shares less than 200% of Designated Senior Preferred Stock shall be payable the applicable Conversion in effect on the redemption date to day preceding the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formRedemption Date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall Note and Put Note proceeds may not be paid used to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock At any time prior to October 15, 2065 (which is perpetual the date that is six months prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the present values of the remaining scheduled payments of principal and has no maturity dateinterest on such Notes that would have been due if the Notes matured on the Notes Par Call Date (but excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 25 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) in Trustee shall have no obligation to calculate or verify any make-whole or in part, from premium. At any time to time, on any Dividend Payment Date on or after the First Optional Redemption Par Call Date, the Company may choose to redeem all or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, portion of the Notes at a cash redemption price equal to 100% of the Liquidation Amountprincipal amount of the Notes being redeemed plus accrued and unpaid interest, together if any, to but excluding the Redemption Date (except as otherwise provided herein) with subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an amount equal Officer’s Certificate of the Company delivered to any dividends that have been declared but not paid the Trustee no later than two Business Days prior to the redemption date Redemption Date. In connection with any tender offer (but including any Change of Control Offer made in accordance with no the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount with respect to of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any dividends that third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not been declared less than 10 nor more than 60 days’ prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date notice to the holder of such shares against surrender of the certificate(s) evidencing such shares Holders (with a copy to the Issuer Trustee), given not more than 30 days following such purchase date, to redeem or its agent, if purchase all the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on Notes that remain outstanding following such purchase at a redemption date that occurs subsequent price equal to the record date for a Dividend Payment Date shall not be price paid to the holder entitled Holders in such tender offer plus, to receive the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price on in connection with any redemption, and the redemption date, but rather Trustee shall be paid have no duty to the holder of record of the redeemed shares on calculate or verify any such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuercalculation.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayCompany may prepay this Note at any time, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, without penalty or premium. If within six (6) months of the date of issue of this Note, the Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (collectively, the "REDEMPTION AMOUNT"), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) of any fees it received from time the Company on the date of issue of this Note. The Company shall deliver to timethe Holder a written notice of redemption (the "NOTICE OF REDEMPTION") specifying the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE"), which date shall be ten (10) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company fails to pay the Redemption Amount on any Dividend the Redemption Payment Date on or after as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment EventPurchase Agreement, in each caseaddition to this Note, at a cash redemption price equal are outstanding (collectively, the "OUTSTANDING NOTES") and the Company pursuant to this Section 1.4 elects to make an Optional Redemption, then the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to Company shall take the redemption date (but with no amount same action with respect to any dividends that have not been declared prior all Outstanding Notes and make such payments to such date). The redemption price for any shares all holders of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable Outstanding Notes on a redemption date that occurs subsequent to pro rata basis based upon the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder Redemption Amount of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereach Outstanding Note.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) Notes in whole or in part, at its option, at any time or from time to timetime prior to maturity on at least 30 days, on any Dividend Payment Date on but not more than 60 days, prior notice electronically delivered or after mailed to the First Optional registered address of each Holder of the Notes (the “Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date”). The redemption price for any shares of Designated Senior Preferred Stock shall will be payable on the redemption date equal to the holder of such shares against surrender greater of: (i) 100% of the certificate(saggregate principal amount of the Notes to be redeemed; or (ii) evidencing the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such shares redemption, exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable Redemption Date on a redemption date that occurs subsequent semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the record date for a Dividend Payment Date shall not Treasury Rate plus 35 basis points (such sum to be paid to calculated as set forth in the holder entitled to receive Indenture), plus, in the redemption price on the redemption datecase of (i) or (ii), accrued interest thereon to, but rather shall be paid to not including, the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer may not redeem shares of Designated Senior Preferred Stock without having received defaults in the prior approval payment of the Appropriate Federal Banking Agency Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the extent required under capital rules applicable Trustee no later than two Business Days prior to the Issuer Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and without complying with payable on the capital rules Redemption Date and at the applicable to Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the IssuerRedemption Date.

Optional Redemption. The Designated Senior Preferred Stock At any time prior to January 1, 2028 (which is perpetual the date that is one month prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the present values of the remaining scheduled payments of principal and has no maturity dateinterest on such Notes that would have been due if the Notes matured on the Notes Par Call Date (but excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 35 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) in Trustee shall have no obligation to calculate or verify any make-whole or in part, from premium. At any time to time, on any Dividend Payment Date on or after the First Optional Redemption Par Call Date, the Company may choose to redeem all or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, portion of the Notes at a cash redemption price equal to 100% of the Liquidation Amountprincipal amount of the Notes being redeemed plus accrued and unpaid interest, together if any, to but excluding the Redemption Date (except as otherwise provided herein) with subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an amount equal Officer’s Certificate of the Company delivered to any dividends that have been declared but not paid the Trustee no later than two Business Days prior to the redemption date Redemption Date. In connection with any tender offer (but including any Change of Control Offer made in accordance with no the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount with respect to of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any dividends that third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not been declared less than 10 nor more than 60 days’ prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date notice to the holder of such shares against surrender of the certificate(s) evidencing such shares Holders (with a copy to the Issuer Trustee), given not more than 30 days following such purchase date, to redeem or its agent, if purchase all the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on Notes that remain outstanding following such purchase at a redemption date that occurs subsequent price equal to the record date for a Dividend Payment Date shall not be price paid to the holder entitled Holders in such tender offer plus, to receive the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price on in connection with any redemption, and the redemption date, but rather Trustee shall be paid have no duty to the holder of record of the redeemed shares on calculate or verify any such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuercalculation.

Optional Redemption. The Designated Senior Preferred Stock At any time prior to December 15, 2026 (which is perpetual the date that is one month prior to the maturity of the Notes (the “Par Call Date”)), the Issuers or the Company may choose to redeem all or any portion of the Notes at a Redemption Price calculated by the Issuers or the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the present values of the remaining scheduled payments of principal and has no maturity dateinterest on such Notes that would have been due if the Notes matured on the Notes Par Call Date (but excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 25 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) in Trustee shall have no obligation to calculate or verify any make-whole or in part, from premium. At any time to time, on any Dividend Payment Date on or after the First Optional Redemption Par Call Date, the Issuers or (ii) in whole but not in part at the Company may choose to redeem all or any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, portion of the Notes at a cash redemption price equal to 100% of the Liquidation Amountprincipal amount of the Notes being redeemed plus accrued and unpaid interest, together if any, to but excluding the Redemption Date (except as otherwise provided herein) with subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an amount equal Officer’s Certificate of the Issuers or the Company delivered to any dividends that have been declared but not paid the Trustee no later than two Business Days prior to the redemption date Redemption Date. In connection with any tender offer (but including any Change of Control Offer made in accordance with no the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount with respect to of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any dividends that third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not been declared less than 10 nor more than 60 days’ prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date notice to the holder of such shares against surrender of the certificate(s) evidencing such shares Holders (with a copy to the Issuer Trustee), given not more than 30 days following such purchase date, to redeem or its agent, if purchase all the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on Notes that remain outstanding following such purchase at a redemption date that occurs subsequent price equal to the record date for a Dividend Payment Date shall not be price paid to the holder entitled Holders in such tender offer plus, to receive the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price on in connection with any redemption, and the redemption date, but rather Trustee shall be paid have no duty to the holder of record of the redeemed shares on calculate or verify any such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuercalculation.

Optional Redemption. The Designated Senior Preferred Stock is perpetual Provided an Event of Default (as defined in this Agreement and the Note) has no maturity date. The Issuer maynot occurred, at its optionwhether or not such Event of Default has been cured, redeem the shares Company will have the option of Designated Senior Preferred Stock prepaying the outstanding principal amount of the Note (i) "Optional Redemption"), in whole or in part, from time together with the interest accrued thereon, by paying to timethe Subscriber a sum of money equal to one hundred percent (100%) of the Principal Amount to be redeemed ("Redemption Factor"), together with accrued but unpaid interest thereon and interest that will accrue until the actual repayment date and any and all other sums due, accrued or payable to the Subscriber arising under the Note, the Subscription Agreement or any Transaction Document (the "Redemption Amount") on any Dividend the day written notice of redemption (the "Notice of Redemption") is given to the Subscriber. The Notice of Redemption shall specify the date for such Optional Redemption (the "Redemption Payment Date on or Date"), which date shall be not less than thirty (30) business days after the First Optional date of the Notice of Redemption Date, or (ii) in whole but the "Redemption Period"). A Notice of Redemption shall not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount be effective with respect to any dividends that have not been declared portion of the Note for which the Subscriber has a pending election to convert, or for Conversion notices given by the Subscriber prior to such date)the Redemption Payment Date. The redemption price for any shares of Designated Senior Preferred Stock shall be payable on On the redemption date to Redemption Payment Date, the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather Redemption Amount shall be paid in good funds to the holder Subscriber. In the event the Company fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of record Redemption will be null and void, (ii) Company will have no further right to deliver another Notice of Redemption, and (iii) Company's failure may be deemed by Subscriber to be a non-curable Event of Default. In the event the average closing price for the Common Stock for the five trading days preceding the date of the redeemed shares on such record date relating to Notice of Redemption is given is $0.20 or higher, then the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption Factor shall be 130%.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayNotes shall be subject to -------------------- redemption at the option of the Operating Partnership, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, at any time, and from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amountsum of (i) the principal amount of the Senior Notes being redeemed, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior plus accrued and unpaid interest thereon to the redemption date date, and (but with no amount ii) the Make-Whole Amount (as defined below), if any, with respect to any dividends that have not been declared prior to such dateSenior Notes (the "Redemption Price"). The redemption price for any shares For purposes of Designated Senior Preferred Stock this section, interest shall be payable calculated at the Interest Rate to Maturity. If notice has been given as provided in the Original Indenture and funds for the redemption of any Senior Notes called for redemption shall have been made available on the redemption date referred to in such notice, such Senior Notes shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders from and after the redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes shall be given to Holders at their addresses, as shown in the security register for the Senior Notes, not less than 30 nor more than 60 days prior to the holder date fixed for redemption. The notice of such shares against surrender redemption shall specify, among other items, the Redemption Price and the principal amount of the certificate(s) evidencing Senior Notes held by such shares Holder to be redeemed. If less than all the Senior Notes are to be redeemed at the option of the Operating Partnership, the Operating Partnership will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Issuer or its agent, if Trustee) of the shares aggregate principal amount of Designated the Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent Notes to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redeemed and their redemption date. The Trustee shall select, but rather pro rata, by lot or in such manner as it shall deem fair and appropriate, Senior Notes to be paid to redeemed in whole or in part. Senior Notes may be redeemed in part in the holder authorized denomination of record of the redeemed shares on such record date relating to the Dividend Payment Date$1,000 or in any integral multiple thereof. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.As used herein:

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Prior to June 5, 2029 (the “Applicable Par Call Date”), the Issuer may, may redeem the Notes at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (A) the sum of the present values of the remaining scheduled payments of principal and interest on any Dividend Payment the Notes discounted to the relevant Redemption Date (assuming the Notes matured on the Applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture); or (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of either (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. On or after the First Optional Redemption Applicable Par Call Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the Appropriate Federal Banking Agency principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the extent required under capital rules applicable relevant Redemption Date. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the Issuer and without complying Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the capital rules applicable Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of business one Business Day prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.

Optional Redemption. The Designated Senior Preferred Stock Company shall not have the right to redeem any Securities prior to December 1, 2014, except to preserve the Company’s status as a real estate investment trust. If, at any time, the Company determines that it is perpetual necessary to redeem the Securities in order to preserve the Company’s status as a real estate investment trust, the Company may redeem all or any part of the Securities at a price payable in cash equal to the Redemption Price plus accrued and has no maturity dateunpaid interest, if any, to, but excluding, the Redemption Date. The Issuer mayCompany shall have the right, at its the Company’s option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in partat any time, and from time to time, on any Dividend Payment a Redemption Date on or after December 1, 2014, to redeem all or any part of the First Optional Securities at a price payable in cash equal to one hundred percent (100%) of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. Upon surrender to the Paying Agent of a Security subject to Redemption, such Security shall be paid, to the Holder surrendering such Security, at the Redemption Price plus accrued and unpaid interest to, but excluding, the Redemption Date, unless the Redemption Date is after a Regular Record Date for the payment of an installment of interest and on or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventbefore the related Interest Payment Date, in each casewhich case accrued and unpaid interest to, at a cash redemption price equal but excluding, such Interest Payment Date will be paid, on such Interest Payment Date, to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares Holder of Designated Senior Preferred Stock shall be payable on the redemption date to the holder record of such shares against surrender Security at the close of business on such Regular Record Date, and the certificate(s) evidencing Holder surrendering such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date Security shall not be paid to the holder entitled to receive any such interest unless such Holder was also the redemption price on the redemption date, but rather shall be paid to the holder Holder of record of such Security at the redeemed shares close of business on such record date relating to the Dividend Payment Regular Record Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, Notes may be redeemed at its option, redeem the shares of Designated Senior Preferred Stock (i) Issuer’s option in whole or in partor, from time to time, in part prior to the Maturity Date as follows: (a) If the Notes are redeemed before June 1, 2026, (the “Par Call Date”) the Notes will be redeemed at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed; and (ii) the sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the present values of the remaining scheduled payments of principal of, and interest on, the Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points (the “Make-Whole Premium”); plus any Dividend Payment Date accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after the First Optional Par Call Date, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventas the case may be, in each case, at a cash redemption price equal to the Liquidation Amountdate of such payment on the next succeeding Business Day; provided, together (except as otherwise provided herein) with an amount equal to any dividends however, that have been declared but not paid prior to if the redemption date (but with no amount next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to any dividends that have not been declared prior a Redemption Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to such date). The redemption price for any shares of Designated Senior Preferred Stock be redeemed shall be payable made on the redemption date to the holder of Business Day immediately preceding such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable Redemption Date on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuerwhich payment was due.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, may redeem the Notes at its optionoption at any time, redeem the shares of Designated Senior Preferred Stock (i) in whole or from time to time in part, from time at a redemption price (the “Redemption Price”) equal to timethe sum of: (a) the principal amount or, on any Dividend Payment Date in the case of a redemption in part, the relevant Redemption Proportion of the principal amount of the Notes plus accrued interest thereon to the redemption date; and (b) the Make-Whole Amount (as defined below), if any, with respect to the Notes; provided that, if such Notes are redeemed on or after February 13, 2025, the First Optional Redemption Date, or (ii) in whole but Price will not include the Make-Whole Amount. If the Notes are to be redeemed in part at only on any time within ninety (90) days following a Regulatory Capital Treatment Eventdate in accordance with this Condition, each Note shall be redeemed in each case, at a cash part in the proportion which the aggregate principal amount of the outstanding Notes to be redeemed on the relevant redemption price equal date bears to the Liquidation Amount, together (except as otherwise provided herein) with an aggregate principal amount equal to any dividends that have been declared but not paid prior to the redemption of outstanding Notes on such date (but with no amount with respect to any dividends that have not been declared prior to such datethe “Redemption Proportion”). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on an Interest Payment Date falling on or prior to a redemption date will be payable on such Interest Payment Date to the holders thereof as of the close of business on the relevant record date. If the Issuer may not redeem shares has given notice of Designated Senior Preferred Stock without having received redemption as provided in the prior approval Agency Agreement and has made funds available on the redemption date referred to in the notice for the redemption, on and after the relevant redemption date, interest will cease to accrue on the Notes or, in the case of a redemption in part, the relevant Redemption Proportion of the Appropriate Federal Banking Agency principal amount of outstanding Notes. Notice of any redemption will be given to the extent required under capital rules applicable Noteholders at least 15 days but not more than 45 days before the redemption date. The notice of redemption will specify, amongst other things, the Redemption Price, the principal amount of the Notes to be redeemed, (in the Issuer case of a redemption in part) the relevant Redemption Proportion and without complying with the capital rules applicable to redemption date. For the Issuer.purposes of this Condition 7(2):

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity dateSection 6.1. The Issuer mayThis Note (or any successor Note) may be redeemed at the election of the Company, at its option, redeem the shares of Designated Senior Preferred Stock (i) in as a whole or from time to time in part, from time to time, on any Dividend Interest Payment Date on or after April 1, 2014 at the First Optional then outstanding principal amount of the Note (the “Redemption Price”). The Redemption Price will be delivered to the Holder, together with accrued, but unpaid, interest to the Redemption Date. Section 6.2. Notice of Redemption shall be in writing and sent by first-class mail, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, or to the Holder at such H▇▇▇▇▇’s address appearing in the Note Register. All Notices of Redemption shall state: (iia) the Redemption Date, (b) the Redemption Price, (c) in whole the case of partial redemption of the Note, the principal amount to be redeemed, (d) that on the Redemption Date the Redemption Price will become due and payable upon such Note to be redeemed and that interest thereon will cease to accrue on and after said date, and (e) the place or places where any such Note is to be surrendered for payment of the Redemption Price. Any immaterial defect in said notice shall not affect the validity of the proceedings for the redemption of any other Note or portion thereof. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. Section 6.3. Prior to any Redemption Date, the Company shall segregate and hold in trust an amount of money sufficient to pay the Redemption Price of, and accrued, but unpaid, interest on, any Note which is to be redeemed on that date. Notice of redemption having been given as aforesaid, any Note so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Note shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest payable on an Interest Payment Date occurring prior to or on the Redemption Date shall be payable to the Holders of such Note registered as such at the close of business on the relevant Regular Record Date. If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Note. Section 6.4. Any Note which is to be redeemed only in part shall be surrendered at the principal office of the Company (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute and deliver to the Holder of such Note without service charge, a new Note or Notes, of any time within ninety (90) days following a Regulatory Capital Treatment Eventauthorized denomination as requested by such Holder, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an aggregate principal amount equal to any dividends that have been declared but not paid prior to and in exchange for the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender unredeemed portion of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record principal of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerNote so surrendered.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may(1) Bonds shall be redeemed prior to maturity, ------------------- at its optionthe option of the Borrower, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, part on any Dividend Payment date, only from moneys drawn on the Credit Facility in the denomination of $5,000 or any integral multiple thereof, at a redemption price equal to (A) on or prior to the Fixed Rate Conversion Date, 100% of the principal amount to be redeemed, plus accrued interest to the redemption date, without premium, or (B) from and after the Fixed Rate Conversion Date on or and after the dates and at the prices (expressed as percentages of principal amount to be redeemed) set forth in the following table, plus accrued interest to the redemption date: Redemption Date Redemption Price --------------- ---------------- First Optional Redemption Date 103% First anniversary of the First Optional Redemption DateDate 102% Second anniversary of the First Optional Redemption Date 101% Third anniversary of the First Optional Redemption Date 100% provided, or however, that if the number of years between the First Optional Redemption Date and the final maturity date of the Bonds is less than ten, the Bonds shall not be subject to optional redemption. Except to the extent prohibited by DTC procedures so long as any Bond is in the Book-Entry Only System, the Remarketing Agent may, by giving written notice to the Trustee at the time the Borrower gives notice of conversion of the Bonds to the Fixed Rate, establish such revised optional redemption dates as the Remarketing Agent shall, having due regard for prevailing financial market conditions, deem appropriate. Notwithstanding anything to the contrary contained herein, no such notice shall be effective unless the Borrower shall have delivered to the Trustee at the time of delivery of such notice (ii1) a written opinion of Bond Counsel to the effect that the establishment of such revised optional redemption dates and premiums is lawful under the Act and permitted by this Agreement and does not affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes, and (2) a resolution of the Issuer approving such revised optional redemption dates. Upon the satisfaction of such conditions, the revised optional redemption dates and premiums shall be binding upon the Issuer, the Borrower, the Bondowners, the Trustee and the Remarketing Agent. (2) At any time during which Bonds are Pledged Bonds, the Bonds which are Pledged Bonds shall be redeemed at the option of the Borrower, in whole but not or in part at on any time within ninety (90) days following a Regulatory Capital Treatment Event, date in each case, integral multiples of $5,000 at a cash redemption price equal to 100% of the Liquidation Amountprincipal amount redeemed, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior plus accrued interest to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.

Optional Redemption. The Designated Senior Preferred Stock is perpetual (a) Subject to the prior approval of the Superintendent and has no maturity date. The Issuer maythe satisfaction of the other Payment Restrictions, at its optionthe Notes may be redeemed, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time at the option of MBIA: • on January 15, 2013 and the Interest Payment Date occurring in January of each fifth succeeding year thereafter (each, a “Five-year Date”) at a redemption price (the “Redemption Price”) equal to time, the principal amount of the Notes to be redeemed together with any related accrued and unpaid interest to the date the Notes are redeemed (the “Redemption Date”); and • on any Dividend other date at a make whole redemption price (the “Make Whole Redemption Price”) equal to the sum of: (i) the greater of (A) 100% of the principal amount of the Notes to be redeemed and (B) the sum of (1) the sum of the present values of the remaining scheduled payments of interest from the Redemption Date to the next succeeding Five-year Date, each such payment discounted from its applicable Interest Payment Date on or after to the First Optional Redemption Date, not including any portion of those payments of interest accrued and unpaid as of the Redemption Date plus (2) the present value of 100% of the principal amount of the Notes to be redeemed, discounted from the next succeeding Five-year Date (assuming the principal of the Notes were due on the next succeeding Five-year Date) to the Redemption Date, each such payment described in (1) or (2) above discounted on a semi-annual basis (for any redemption prior to January 15, 2013) or on a quarterly basis (for any redemption after January 15, 2013), in each case assuming a 360-day year consisting of twelve 30-day months at the Redemption Rate plus (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal accrued and unpaid interest on the Notes to be redeemed to the Liquidation AmountRedemption Date. For purposes of calculating such Make Whole Redemption Price, together (except as otherwise provided herein) with an for any redemption after January 15, 2013, the rate used in calculating the amount equal of each remaining scheduled payment of interest from the Redemption Date to the next succeeding Five-year Date shall be the Three-Month LIBOR rate applicable to the Interest Period immediately preceding such Redemption Date plus 11.26%. The “Redemption Rate” will be: • for any dividends that have been declared but not paid redemption prior to January 15, 2013, the adjusted treasury rate (“Adjusted Treasury Rate”) plus 0.50%, and • for any redemption after January 15, 2013, the Three-Month LIBOR rate applicable to the Interest Period immediately preceding such Redemption Date. As further described in the Agreement, the Adjusted Treasury Rate will be based on the United States Treasury security which has a maturity comparable to the remaining period from the date (but of redemption to January 15, 2013 which would be used in accordance with no amount customary financial practice to price new issues of corporate debt securities with respect to any dividends that have not been declared prior a maturity comparable to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming any outstanding Note ("Optional Redemption") by paying to the Subscriber a sum of money equal to 125% of the principal amount of the portion of the Note described below together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has no maturity datebeen given by the Subscriber employing the Conversion Price described in Section 2.1(b)(ii) of the Note. The Issuer maySubscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at its optionthe Subscription's election, redeem the shares Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Designated Senior Preferred Stock Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in whole or in partthe Note, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or shall have occurred; and (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender Company Shares issuable upon conversion of the certificate(s) evidencing such shares to full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formRedemption Date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall Purchase Price proceeds may not be paid used to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, may redeem the shares of Designated Senior Preferred Stock (i) Notes in whole or in part, at its option, at any time or from time to timetime prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price will be equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on any Dividend Payment the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on or after a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the First Optional Redemption DateTreasury Rate plus 12.5 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii) in whole ), accrued interest thereon to, but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventincluding, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer may not redeem shares of Designated Senior Preferred Stock without having received defaults in the prior approval payment of the Appropriate Federal Banking Agency Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the extent required under capital rules applicable Trustee no later than two Business Days prior to the Issuer Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and without complying with payable on the capital rules Redemption Date and at the applicable to the IssuerRedemption Price.

Optional Redemption. The Designated Senior Preferred (a) On or after October 1, 2021 Company may redeem (a “Conversion Price Trigger Redemption”) all or any portion of the Notes, if the Conversion Price Trigger Daily VWAP of the Common Stock is perpetual has been at least 150% of the Conversion Price then in effect (x) on the Trading Day immediately preceding the date on which the Company provides the Redemption Notice and has no maturity date. The Issuer may(y) for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance with Section 19.02, at a redemption price for each $1,000 principal amount of Notes to be redeemed (the “Conversion Price Trigger Redemption Price”) equal to the sum of (i) 100% of the principal of Notes to be redeemed, payable in cash, plus (ii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, payable in cash; provided, however, that if the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, the Company shall not pay accrued and unpaid interest to any Holder surrendering its optionNotes for such Conversion Price Trigger Redemption, redeem and shall instead pay the full amount of accrued and unpaid interest on such Interest Payment Date to the Holder of record as of the close of business on such Regular Record Date. (b) Notwithstanding anything to the contrary under this Article 19 or this Indenture, unless the Company has elected Cash Settlement in respect of all conversions of Notes for which the relevant Conversion Date occurs after the date on which the Company delivers a Redemption Notice in respect of the relevant redemption pursuant to Section 19.02 and prior to the close of business on the Scheduled Trading Day immediately preceding the related Redemption Date, in no event shall the Company have the right to effect an Optional Redemption of the Notes at any time at which a shelf registration statement covering resales of the shares of Designated Senior Preferred Stock (i) Common Stock, if any, issuable upon conversion of the Notes, of the type provided in whole the Registration Rights Agreement, is not effective or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder use of such shares against surrender of shelf registration statement is then suspended. (c) No sinking fund is provided for the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerNotes.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming ------------------- any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 145% after 180 days following the Closing Date - 190% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has no maturity datebeen given by the Subscriber at any time before receipt of a Notice of Redemption. The Issuer maySubscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at its optionthe Subscriber's election, redeem the shares Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Designated Senior Preferred Stock Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in whole the Note shall have occurred or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or be continuing; and (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender Company Shares issuable upon conversion of the certificate(s) evidencing such shares to full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formRedemption Date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall Note proceeds may not be paid used to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its Company shall have the option, redeem the shares of Designated Senior Preferred Stock (i) exercisable in whole or in part, from its sole discretion at any time to timeaccelerate settlement of its obligations hereunder, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part part. In the event the Company elects to exercise such option, the Company shall deliver to the Holder and the Calculation Agent a notice (the date of such delivery being the "Optional Redemption Notice Date") specifying the date of accelerated settlement, which date shall be at any time least 25 Trading Days after the Optional Redemption Notice Date (the "Optional Redemption Date"). Upon receipt of such notice, the Calculation Agent shall provide the Company with indicative information regarding the methods and assumptions that would be used to determine the Optional Redemption Option Value, and within ninety (90) days following a Regulatory Capital Treatment Eventtwo Business Days after receipt of such indicative information the Company shall have the right to rescind fully an optional redemption election and its consequences upon notice to the Holder. On the Optional Redemption Date, there shall become immediately due and payable by the Company an amount in each case, at a cash redemption price equal to the Liquidation Optional Redemption Value (the "Optional Redemption Amount, together (except as otherwise "); provided herein) with that the Company shall have the right to partially rescind an amount equal to optional redemption election and its consequences on any dividends that have been declared but not paid date prior to the redemption date Optional Redemption Date, by giving notice of such partial rescission to the Holder, whereupon (but with no i) the maturity of the PRIDES will be accelerated in part to the extent of the ratio, expressed as a percentage, (x) the numerator of which is the number of full Trading Days in the period from and including the second Trading Day after the Optional Redemption Notice Date to and including the Trading Day on which notice of such partial rescission is received by the Holder and (y) the denominator of which is 20 and (ii) the Optional Redemption Value shall be correspondingly adjusted to reflect the partial acceleration. PAYOUT FORMULA ADJUSTMENT Immediately after Major Transaction Redemption Date, an Optional Redemption Date that is rescinded in part and a Collateral Redemption Date, the Threshold Appreciation Price and the Initial Price shall be adjusted to reflect the amount of cash received with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares each PRIDES on such record date relating to by the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares Holder of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuerthis PRIDES Certificate.

Optional Redemption. The Designated Senior Preferred Stock If the length of time from the Conversion Date to the final maturity date of the Bonds is perpetual and has no maturity seven (7) years or more, the Bonds are subject to redemption by the Board, at the option of the Company, on or after the fifth (5th) anniversary of the Conversion Date, in whole at any time or in part on any Interest Payment Date, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. The Issuer mayIn the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price, shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at its option, redeem least thirty (30) days but not more than sixty (60) days prior to the shares date fixed for redemption to the Owner of Designated Senior Preferred Stock (i) each Bond to be redeemed in whole or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but duly given, whether or not paid prior to the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date (but if moneys sufficient for such redemption have been deposited with the Trustee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State, particularly the Act, and by appropriate action duly taken by the Board which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Board in connection herewith, no amount stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Board, or of any successor to the Board, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Board or any successor to the Board, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any dividends that default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have not been occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared prior to such date)due and payable before the stated maturity thereof, together with interest accrued thereon. The redemption price for Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Board and the rights of the Owners of the Bonds at any shares time by the Board with the consent of Designated Senior Preferred Stock the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds shall be payable on conclusive and binding upon the redemption date to the holder Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such shares against surrender consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the certificate(s) evidencing such shares to Indenture and the Issuer issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Board does not exceed or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formviolate any constitutional or statutory limitation. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date This Bond shall not be paid valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or a duly appointed authenticating agent pursuant to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerIndenture.

Optional Redemption. (a) The Designated Senior Preferred Stock Company shall have the right, subject to the provisions of this Section 6, upon a 30 Trading Day prior written notice (an "Optional Redemption Notice" and the date such Optional Redemption Notice is perpetual and has no maturity date. The Issuer mayreceived by a Holder, at its optionan "Optional Redemption Date") to the Holders, to redeem all or any portion of the shares of Designated Senior Preferred Stock which have not previously been redeemed or for which Conversion Notices shall not have been delivered, at a price equal to the Optional Redemption Price (as defined in Section 8). The Company may only deliver an Optional Redemption Notice if: (i) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes is sufficient to satisfy the Company's conversion obligations of all shares of Preferred Stock then outstanding, (ii) the Underlying Shares then outstanding are registered for resale pursuant to an effective Underlying Shares Registration Statement pursuant to which the Holders are permitted to sell Underlying Shares or the Underlying Shares may be resold without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, and (iii) the Common Stock is listed for trading on the Nasdaq or on a Subsequent Market. In order for an Optional Redemption Notice to remain in whole or in part, from time effect subsequent to time, on any Dividend Payment Date on or after the First Optional Redemption Date, each of clauses (i) - (iii) of the immediately preceding sentence must be true during the entire 30 Trading Days between the Optional Redemption Date and the date of payment of the Optional Redemption Price. The entire Optional Redemption Price shall be paid in cash. A Holder may convert (and the Company shall honor such conversions in accordance with the terms hereof) any or all of the shares of Preferred Stock subject to an Optional Redemption Notice delivered for conversion on or prior to the 30th Trading Day following the Optional Redemption Date. (b) Failure by the Company to pay any portion of the Optional Redemption Price on the 30th Trading Day following an Optional Redemption Date shall, at the option of the Holder subject thereto, result in the invalidation ab initio of the unpaid portion of such optional redemption, and, notwithstanding anything herein to the contrary, the Company shall thereafter have no further rights to optionally redeem any shares of Preferred Stock. In such event, the Company shall, at the option of the Holder, either, (i) not later than three Trading Days from receipt of Holder's request for such election, return to the Holder all of the shares of Preferred Stock for which such Optional Redemption Price has not been paid in full (the "Unpaid Redemption Shares") or (ii) convert all or any portion of the Unpaid Redemption Shares in whole but not in part at any time which event the Per Share Market Value for such shares shall be the lower of the Per Share Market Value calculated on the date the Optional Redemption Price was originally due and the Per Share Market Value as of the Holder's written demand for conversion. If the Holder elects option (ii) above, the Company shall within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal three Trading Days of its receipt of such election deliver to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if Holder the shares of Designated Senior Preferred Common Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record issuable upon conversion of the redeemed shares on Unpaid Redemption Shares subject to such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer Holder conversion demand and without complying otherwise perform its obligations hereunder with the capital rules applicable to the Issuerrespect thereto.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in partThe Issuer has the right, from time but not the obligation, to time, on any Dividend Payment Date on or after redeem the First Optional Redemption Date, or (ii) Notes in whole but not in part on any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the Note Balance (after giving effect to all payments, if any, on that day) of all of the Notes is reduced to less than the Redemption Percentage of the aggregate Note Balance of the Notes Outstanding on the Closing Date. If the Issuer, at any time within ninety the direction of the Depositor, as holder of the Owner Trust Certificate elects to redeem the Notes, it will cause the Issuer to notify the Holders for the Notes at least ten (9010) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date)Redemption Payment Date. The redemption price for any shares of Designated Senior Preferred Stock the Notes will equal the Redemption Amount and shall be payable deposited by the Issuer into the Note Payment Account on the redemption date Business Day immediately preceding the Redemption Date and applied with Available Funds pursuant to Section 4.5. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Date, monthly payments on the Notes will thereafter be made until the aggregate Note Balance of the Notes Outstanding, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII. (ii) In addition, the Depositor, as holder of the Owner Trust Certificate, may direct the Issuer to, upon five (5) Business Days’ prior written notice to the holder Holders thereof, redeem any Outstanding Class A-2 Note on any Payment Date or Interim Payment Date on which the VFN Principal Balance thereof has been reduced to zero. (b) Notwithstanding the Issuer’s rights of such shares against surrender optional redemption under clause (a) above, the Issuer shall redeem all of the certificate(sNotes Outstanding on any date before or after the Expected Repayment Date, on which a Permitted Refinancing is effected, the proceeds of which at least equal the Redemption Amount. (c) evidencing such shares Subject to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record satisfaction of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoingconditions in Section 2.1(c), the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval consent to a partial redemption of the Appropriate Federal Banking Agency Notes on any Payment Date in connection with a Permitted Refinancing that does not generate the full Redemption Amount, by applying the proceeds of such Permitted Refinancing received during the related Advance Collection Period with Available Funds pursuant to Section 4.5. (d) The Class B Notes and the Class C Notes may be repaid at any time using the proceeds of sales of new Notes or otherwise from sources other than collections on the Receivables by the Issuer giving notice as set forth in Section 13.2. It is understood and the Noteholders by signing this Agreement confirm that the Class D Notes have been paid in full prior to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerEffective Date.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, Notes may be redeemed at its option, redeem the shares of Designated Senior Preferred Stock (i) Issuer’s option in whole or in partor, from time to time, in part prior to the Maturity Date as follows: (a) If the Notes are redeemed before November 15, 2030, (the “Par Call Date”) the Notes will be redeemed at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes then outstanding to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; and (ii) the sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the present values of the remaining scheduled payments of principal of, and interest on, the Notes to be redeemed (not including any portion of such payments of interest accrued to the Redemption Date), assuming such Notes matured on any Dividend Payment the Par Call Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. (b) If the Notes are redeemed on or after the First Optional Par Call Date, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amount of the Notes then outstanding being redeemed, plus accrued and unpaid interest on the principal amount of Notes being redeemed to, but not including, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Eventas the case may be, in each case, at a cash redemption price equal to the Liquidation Amountdate of such payment on the next succeeding Business Day; provided, together (except as otherwise provided herein) with an amount equal to any dividends however, that have been declared but not paid prior to if the redemption date (but with no amount next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to any dividends that have not been declared prior a Redemption Date, the required payment of Redemption Price on the Notes to such date). The redemption price for any shares of Designated Senior Preferred Stock be redeemed shall be payable made on the redemption date to the holder of Business Day immediately preceding such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable Redemption Date on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuerwhich payment was due.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer maySecurities of this series are subject to redemption, at its optionany time or from time to time, redeem the shares of Designated Senior Preferred Stock (i) in as a whole or in part, from time to timeat the election of the Company. If the Securities of this series are redeemed, on any Dividend Payment Date on or after the First Optional Redemption Date, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price (expressed as a percentage of principal amount and rounded to three decimal places) will equal to the Liquidation Amount, together greater of: (except as otherwise provided herein1) (a) with an amount equal to any dividends that have been declared but not paid prior the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable assuming the Securities matured on the redemption date 2030 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the holder date of redemption, and (2) 100% of the principal amount of the Securities (or portion of such shares against surrender of Securities) being redeemed, plus, in either case, accrued and unpaid interest thereon to but excluding the certificate(s) evidencing such shares to the Issuer or its agentredemption date; provided, however, that if the shares of Designated Senior Preferred Stock Securities are issued in certificated form. Any declared but unpaid dividends payable redeemed on a redemption date that occurs subsequent to or after the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive 2030 Par Call Date, the redemption price on will equal 100% of the principal amount of the Securities (or portion of such Securities) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received Company will pay any interest installment due on a 2030 Notes Interest Payment Date which occurs on or prior to a redemption date to the prior approval Holders of the Appropriate Federal Banking Agency Securities as of the close of business on the 2030 Notes Regular Record Date immediately preceding such 2030 Notes Interest Payment Date. The Company shall calculate the redemption price. The Trustee shall have no responsibility to calculate, determine or verify the extent required under capital rules applicable redemption price or the Treasury Rate. The election to redeem the Issuer Securities may be evidenced by either a Board Resolution or an Officers’ Certificate. In the event of redemption of this Security in part only, a new Security or Securities of this series and without complying with of like tenor for the capital rules applicable to unredeemed portion hereof will be issued in the Issuername of the Holder hereof upon the cancellation hereof.

Optional Redemption. The Designated Senior Preferred Stock is perpetual At any time prior to February 15, 2034 (the “Notes Par Call Date”), the Company may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and has no maturity date(b) the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes matured on the Notes Par Call Date (but excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the applicable Treasury Yield (determined on the second business day immediately preceding the date of redemption) plus 37.5 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) in Trustee shall have no obligation to calculate or verify any make-whole or in part, from premium. At any time to time, on any Dividend Payment Date on or after the First Optional Redemption Notes Par Call Date, the Company may choose to redeem all or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, portion of the Notes at a cash redemption price equal to 100% of the Liquidation Amountprincipal amount of the Notes being redeemed plus accrued and unpaid interest, together if any, to but excluding the Redemption Date (except as otherwise provided hereinsubject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days (unless a shorter period is satisfactory to the Trustee) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Redemption Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuer.

Optional Redemption. The Designated Senior Subject to the provisions of this Section 8, at any time after the Original Issue Date the Corporation may deliver a notice to the Holders (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding Preferred Stock is perpetual Stock, for cash in an amount equal to the Optional Redemption Amount on the 30th calendar day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 30 day period, the “Optional Redemption Period” and has no maturity datesuch redemption, the “Optional Redemption”). The Issuer may, at its option, redeem Optional Redemption Amount is payable in full on the shares Optional Redemption Date. The Corporation may only effect an Optional Redemption if each of Designated Senior Preferred Stock the Equity Conditions shall have been met (iunless waived in writing by the Holder) in whole on each Trading Day occurring during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually made (or in part, from time to time, if not met on any Dividend Payment Date on Trading Day(s), such failure is cured within 3 Trading Days or such lesser time such that all Equity Conditions shall have been met 3 Trading Days prior to the Optional Redemption Date). From and after the First Optional Redemption Date, or (ii) unless the Corporation shall default in whole but not in part paying the Optional Redemption Amount on the Optional Redemption Date, dividends on the Preferred Stock so called for redemption shall cease to accrue and all rights of the Holders as stockholders of the Corporation shall cease. If any of the Equity Conditions shall cease to be satisfied at any time within ninety during the Optional Redemption Period (90) days following subject to cure as provided for above), then a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal Holder may elect to nullify the Optional Redemption Notice as to such Holder by notice to the Liquidation AmountCorporation within 3 Trading Days after the first day on which any such Equity Condition has not been met (provided that if, together (except as otherwise provided herein) with by a provision of the Transaction Documents, the Corporation is obligated to notify the Holders of the non-existence of an amount equal to any dividends that have been declared but not paid prior Equity Condition, such notice period shall be extended to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date)third Trading Day after proper notice from the Corporation) in which case the Optional Redemption Notice shall be null and void, ab initio. The redemption price for any shares Corporation covenants and agrees that it will honor all Notices of Designated Senior Preferred Stock shall be payable on Conversion tendered from the redemption date to the holder time of such shares against surrender delivery of the certificate(s) evidencing such shares to Optional Redemption Notice through the Issuer or its agent, if date the shares of Designated Senior Preferred Stock are issued Optional Redemption Amount is paid in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Datefull. Notwithstanding the foregoing, if the Issuer may not Corporation shall exercise its rights to redeem shares of Designated Senior the Notes, it shall concurrently redeem the Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying in accordance with the capital rules applicable to the Issuerprovisions of this Section 8.

Optional Redemption. The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer mayBonds are callable for redemption, at its option, redeem the shares of Designated Senior Preferred Stock (i) in whole or in part, from time to time, at the option of the Issuer on any Dividend Payment Date date on or after the First Optional Redemption DateApril 1, or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, 2002 at a cash redemption price as set forth below (expressed as a percentage of the outstanding principal amount): REDEMPTION DATES (DATES INCLUSIVE) REDEMPTION PRICES April 1, 2002 through March 31, 2003 105% April 1, 2003 through March 31, 2004 104% April 1, 2004 through March 31, 2005 103% April 1, 2005 through March 31, 2006 102% April 1, 2006 through March 31, 2007 101% April 1, 2007 and thereafter 100% and thereafter at a redemption price equal to 100% of the Liquidation Amountprincipal amount, together (except as otherwise provided herein) in the case of any such redemption with an amount equal accrued interest to the date of redemption. Except in the case of redemption pursuant to any dividends that have been declared but not paid mandatory redemption provisions, Senior Bonds shall be redeemed only by written notice from the Issuer to the Trustee. That notice shall specify the redemption date and the principal amount of each maturity of Senior Bonds to be redeemed, and shall be given at least 45 days prior to the redemption date (but with no amount or such shorter period as shall be acceptable to the Trustee. Unless waived in writing by any Holder of Senior Bonds to be redeemed and except as provided below, official notice of redemption shall be given by the Registrar on behalf of the Issuer by mailing a copy of an official redemption notice by registered or certified mail to the Holder of each Senior Bond to be redeemed, at the address of such Holder shown on the Senior Bond Register, not less than 30 days nor more than 45 days prior to the date fixed for redemption. Failure to duly give official notice of redemption by mail or any defect therein shall not affect the validity of the proceedings for the redemption of any Senior Bond with respect to any dividends that have not been declared prior to which no such date)failure or defect has occurred. The redemption price for any shares of Designated Senior Preferred Stock Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the registered Holder receives notice. Notice having been mailed in the manner provided in the Indenture, the Senior Bonds and portions thereof called for redemption shall become due and payable on the redemption date unless such notice of redemption is conditional, in which case the Senior Bonds and portions thereof called for redemption will become due and payable only if funds for the payment thereof are deposited with the Trustee, and upon presentation and surrender thereof at the place or places specified in that notice, shall be paid at the redemption price, including interest accrued to the holder redemption date. If money for the redemption of such shares against surrender all of the certificate(s) evidencing such shares Senior Bonds and portions thereof to be redeemed, together with interest accrued thereon to the Issuer redemption date, is held by the Trustee or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price any Paying Agent on the redemption date, but rather so as to be available therefor on that date and if notice of redemption has been deposited in the mail as aforesaid, then from and after the redemption date those Senior Bonds and portions thereof called for redemption shall cease to bear interest and no longer shall be considered to be outstanding hereunder. If those moneys shall not be so available on the redemption date, or that notice shall not have been deposited in the mail as aforesaid, those Senior Bonds and portions thereof shall continue to bear interest, until they are paid, at the same rate as they would have borne had they not been called for redemption. All moneys deposited in the Bond Fund and held by the Trustee or a Paying Agent for the redemption of particular Senior Bonds shall be held in trust for the account of the Holders thereof and shall be paid to the holder them, respectively, upon presentation and surrender of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated those Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerBonds.

Optional Redemption. The Designated Senior Preferred Stock (a) No sinking fund is perpetual provided for the Notes. Except in the case of a Cleanup Redemption or a Tax Redemption, the Notes shall not be redeemable by the Company prior to November 20, 2028. On or after November 20, 2028 and prior to the 41st scheduled Trading Day immediately preceding the Maturity Date, the Company may redeem for cash all or any portion of the Notes (subject to the Partial Redemption Limitation), at the Redemption Price, if (i) the Liquidity Conditions are satisfied in accordance with the definition thereof and (ii) the Last Reported Sale Price of the Class A Ordinary Shares has no maturity date. The Issuer maybeen at least 140% of the Conversion Price then in effect for at least twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides the Optional Redemption Notice in accordance with this ‎Section 16.01 (an “Optional Redemption”); provided, however that the Company may not redeem less than all of the outstanding Notes for Optional Redemption unless at least $75,000,000 aggregate principal amount of Notes are outstanding and not called for Redemption as of the time the Company sends the related Optional Redemption Notice and after giving effect to the delivery of such Optional Redemption Notice (such limitation, a “Partial Redemption Limitation”). (b) In case the Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to ‎Section 16.01, it shall fix a date for Optional Redemption (each, an “Optional Redemption Date”) and it or, at its optionwritten request received by the Trustee not less than five (5) Business Days prior to the date such Optional Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee), redeem the shares Trustee, in the name of Designated Senior Preferred Stock and at the expense of the Company, shall deliver or cause to be delivered a notice of such Optional Redemption (ian “Optional Redemption Notice”) in whole or in partnot less than forty-five (45) nor more than sixty (60) Scheduled Trading Days prior to the Optional Redemption Date to each Holder of Notes so to be redeemed (provided, from time that if the Company elects Physical Settlement for conversions of Called Notes during the related Redemption Period, the Company may not provide less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before the applicable Optional Redemption Date); provided, however, that, if the Company shall give such notice, it shall also give written notice of the Optional Redemption Date to timethe Trustee, on any Dividend Payment the Conversion Agent (if other than the Trustee) and the Paying Agent (if other than the Trustee). The Optional Redemption Date must be a Business Day, and the Company may not specify an Optional Redemption Date that falls on or after the First 41st Scheduled Trading Day immediately preceding the Maturity Date. (c) The Optional Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice by mail or any defect in the Optional Redemption Notice to the Holder of any Note designated for Optional Redemption as a whole or in part shall not affect the validity of the proceedings for the Optional Redemption of any other Note. (d) Each Optional Redemption Notice shall specify: (i) the Optional Redemption Date; (ii) the Redemption Price; (iii) that on the Optional Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date; (iv) the name and address of the Paying Agent and Conversion Agent; (v) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (iivi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Dollar Amount, if applicable; (vii) the Conversion Rate and, if applicable, the number of Additional Class A Ordinary Shares added to the Conversion Rate in accordance with ‎Section 14.04; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and (ix) in whole but not case any Note is to be redeemed in part at any time within ninety (90) days following only, the portion of the principal amount thereof to be redeemed and on and after the Optional Redemption Date, upon surrender of such Note, a Regulatory Capital Treatment Event, new Note in each case, at a cash redemption price principal amount equal to the Liquidation Amountunredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. Simultaneously with providing the Optional Redemption Notice, together the Company shall publish a notice containing the information included in the Optional Redemption Notice on the Company’s website or through such other public medium as the Company may use. The Trustee shall have no obligation to make any determination in connection with the foregoing. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the Applicable Procedures. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee will select the Notes to be redeemed (except as otherwise provided hereinin principal amounts of $1,000 or multiples there) with an by lot, on a pro rata basis (subject to rounding to the nearest $1,000 principal amount) or by other method the Trustee considers to be fair and appropriate. No Notes may be redeemed by Optional Redemption if the principal amount equal to any dividends that have of the Notes has been declared but accelerated, and such acceleration has not paid been rescinded, on or prior to the redemption date Redemption Date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares except in the case of Designated Senior Preferred Stock shall be payable on an acceleration resulting from a default by the redemption date to Company in the holder of such shares against surrender payment of the certificate(s) evidencing such shares to the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerRedemption Price).

Optional Redemption. (a) The Designated Senior Preferred Stock is perpetual and has no maturity date. The Issuer may, at its option, Company may redeem the shares of Designated Senior Preferred Stock (i) Notes at any time or from time to time, in whole or in part, from time at the Company’s option at a redemption price (“Make-Whole Amount”) equal to time, the greater of: (i) 100% of the principal amount of the Notes to be redeemed on any Dividend Payment Date on or after the First Optional Redemption Date, or ; and (ii) in whole but not in part the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at any time within ninety (90) days following a Regulatory Capital Treatment Eventthe applicable Comparable Government Bond Rate plus 30 basis points, plus, in each case, at a cash redemption price equal accrued and unpaid interest to, but excluding, the Redemption Date. (b) Notwithstanding the foregoing, if the Notes are redeemed, in whole or in part, on or after April 8, 2025, the Redemption Price shall be 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Liquidation AmountRedemption Date. (c) Notwithstanding the foregoing, together (except as otherwise provided herein) with an amount equal to any dividends installments of interest on the Notes that have been declared but not paid are due and payable on Interest Payment Dates falling on or prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall a Redemption Date will be payable on the redemption date Interest Payment Date to the holder registered Holders as of the close of business on the relevant Record Date according to the Notes and the Indenture. (d) Notice of any redemption will be delivered (if the Notes are held by any depositary, in accordance with such depositary’s procedures) at least 30 days but not more than 60 days before the Redemption Date to each registered Holder of the Notes to be redeemed (with a copy to the Trustee and the Paying Agent) by the Company; provided that notice of redemption may be delivered more than 60 days prior to the Redemption Date if the notice is issued in connection with a defeasance of such shares against surrender Notes or a satisfaction and discharge of such Notes. (e) If less than all of the certificate(s) evidencing such shares Notes are to be redeemed, the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent Notes to the record date for a Dividend Payment Date shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather redeemed shall be paid to selected by the holder Security Registrar in accordance with applicable procedures of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the IssuerClearstream or Euroclear.

Optional Redemption. The Designated Senior Preferred Stock At any time prior to August 2, 2051 (which is perpetual the date that is six months prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the present values of the remaining scheduled payments of principal and has no maturity dateinterest on such Notes that would have been due if the Notes matured on the Par Call Date (but excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 35 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) in Trustee shall have no obligation to calculate or verify any make-whole or in part, from premium. At any time to time, on any Dividend Payment Date on or after the First Optional Redemption Par Call Date, the Company may choose to redeem all or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, portion of the Notes at a cash redemption price equal to 100% of the Liquidation Amountprincipal amount of the Notes being redeemed plus accrued and unpaid interest, together if any, to but excluding the Redemption Date (except as otherwise provided herein) with subject to the Right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an amount equal Officer’s Certificate of the Company delivered to any dividends that have been declared but not paid the Trustee no later than two Business Days prior to the redemption date Redemption Date. In connection with any tender offer (but including any Change of Control Offer made in accordance with no the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount with respect to of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any dividends that third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not been declared less than 10 nor more than 60 days’ prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date notice to the holder of such shares against surrender of the certificate(s) evidencing such shares Holders (with a copy to the Issuer Trustee), given not more than 30 days following such purchase date, to redeem or its agent, if purchase all the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on Notes that remain outstanding following such purchase at a redemption date that occurs subsequent price equal to the record date for a Dividend Payment Date shall not be price paid to the holder entitled Holders in such tender offer plus, to receive the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price on in connection with any redemption, and the redemption date, but rather Trustee shall be paid have no duty to the holder of record of the redeemed shares on calculate or verify any such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuercalculation.

Optional Redemption. The Designated Senior Preferred Stock Company will have the option of redeeming any outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum of money as follows: from the Closing Date through 30 days after the Closing Date - 120% from 31 days through 90 days after the Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Note together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is perpetual and given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has no maturity datebeen given by the Subscriber at any time before receipt of a Notice of Redemption. The Issuer maySubscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption, and at its optionthe Subscriber's election, redeem the shares Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Designated Senior Preferred Stock Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in whole the Note shall have occurred or in part, from time to time, on any Dividend Payment Date on or after the First Optional Redemption Date, or be continuing; and (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, at a cash redemption price equal to the Liquidation Amount, together (except as otherwise provided herein) with an amount equal to any dividends that have been declared but not paid prior to the redemption date (but with no amount with respect to any dividends that have not been declared prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender Company Shares issuable upon conversion of the certificate(s) evidencing such shares to full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Issuer or its agent, if the shares of Designated Senior Preferred Stock are issued in certificated formRedemption Date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the record date for a Dividend Payment Date shall Note proceeds may not be paid used to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuereffect an Optional Redemption.

Optional Redemption. The Designated Senior Preferred Stock At any time prior to December 15, 2033 (which is perpetual the date that is three months prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at a redemption price calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; and (b) the present values of the remaining scheduled payments of principal and has no maturity dateinterest on such Notes that would have been due if the Notes matured on the Notes Par Call Date (but excluding accrued and unpaid interest to but excluding the Redemption Date), computed using a discount rate equal to the Treasury Yield (determined on the second Business Day immediately preceding the Redemption Date) plus 40 basis points, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). The Issuer may, at its option, redeem the shares of Designated Senior Preferred Stock (i) in Trustee shall have no obligation to calculate or verify any make-whole or in part, from premium. At any time to time, on any Dividend Payment Date on or after the First Optional Redemption Par Call Date, the Company may choose to redeem all or (ii) in whole but not in part at any time within ninety (90) days following a Regulatory Capital Treatment Event, in each case, portion of the Notes at a cash redemption price equal to 100% of the Liquidation Amountprincipal amount of the Notes being redeemed plus accrued and unpaid interest, together if any, to but excluding the Redemption Date (except as otherwise provided herein) with subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date). Any notice to the Holders of Notes of such a redemption must include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. The actual Redemption Price must be set forth in an amount equal Officer’s Certificate of the Company delivered to any dividends that have been declared but not paid the Trustee no later than two Business Days prior to the redemption date Redemption Date. In connection with any tender offer (but including any Change of Control Offer made in accordance with no the terms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount with respect to of the outstanding Notes validly tender and do not withdraw Notes in such tender offer and the Company, or any dividends that third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not been declared less than 10 nor more than 60 days’ prior to such date). The redemption price for any shares of Designated Senior Preferred Stock shall be payable on the redemption date notice to the holder of such shares against surrender of the certificate(s) evidencing such shares Holders (with a copy to the Issuer Trustee), given not more than 30 days following such purchase date, to redeem or its agent, if purchase all the shares of Designated Senior Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on Notes that remain outstanding following such purchase at a redemption date that occurs subsequent price equal to the record date for a Dividend Payment Date shall not be price paid to the holder entitled Holders in such tender offer plus, to receive the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price on in connection with any redemption, and the redemption date, but rather Trustee shall be paid have no duty to the holder of record of the redeemed shares on calculate or verify any such record date relating to the Dividend Payment Date. Notwithstanding the foregoing, the Issuer may not redeem shares of Designated Senior Preferred Stock without having received the prior approval of the Appropriate Federal Banking Agency to the extent required under capital rules applicable to the Issuer and without complying with the capital rules applicable to the Issuercalculation.