Contingent Convertible Sample Contracts

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as Issuer THE BANK OF NEW YORK MELLON, as Trustee, Paying and Conversion Agent and Principal Paying Agent THE BANK OF NEW YORK MELLON, as Contingent Convertible Preferred Security Registrar INDENTURE Dated as of September 25, 2017 Contingent Convertible Preferred Securities (September 25th, 2017)

CONTINGENT CONVERTIBLE PREFERRED SECURITIES INDENTURE, dated as of September 25, 2017 between BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a sociedad anonima organized under the laws of the Kingdom of Spain (the Company), having its principal executive office located at Calle Azul 4, Madrid, Spain, and The Bank of New York Mellon, a New York banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office located at 101 Barclay Street, New York, New York 10286, United States, and acting (except with respect to its role as Contingent Convertible Preferred Security Registrar) through its London Branch through its Corporate Trust Office located at One Canada Square, London E14 5AL, United Kingdom (in its capacity as trustee, the Trustee, which term includes any successor Trustee).

INDENTURE Between WESTPAC BANKING CORPORATION and THE BANK OF NEW YORK MELLON as Trustee Dated as of September 7, 2017 Providing for Issuance of Subordinated Contingent Convertible Securities in Series (September 7th, 2017)

INDENTURE (this Indenture), dated as of September 7, 2017, between WESTPAC BANKING CORPORATION ABN 33 007 457 141, a bank incorporated in the Commonwealth of Australia (Australia) and registered in the State of New South Wales under the Corporations Act 2001 of Australia (the Company) having its principal office at Level 2, 275 Kent Street, Sydney, New South Wales 2000, Australia and the Bank of New York Mellon, a New York banking corporation as Trustee hereunder (the Trustee).

BANCO SANTANDER, S.A. As Issuer TO THE BANK OF NEW YORK MELLON, Acting Through Its London Branch as Trustee FORM OF INDENTURE Contingent Convertible Capital Securities (April 3rd, 2017)

CONTINGENT CONVERTIBLE CAPITAL SECURITIES INDENTURE, dated as of [*] between BANCO SANTANDER, S.A., a sociedad anonima incorporated under the laws of the Kingdom of Spain (the Company or Banco Santander), having its principal executive office located at Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla del Monte, Madrid, Spain, and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York as Trustee (the Trustee), having its Corporate Trust Office at One Canada Square, London, E14 5AL, United Kingdom.

CONTINGENT CONVERTIBLE SECURITIES INDENTURE Dated as of [ ], 20[ ] (March 1st, 2017)

CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of [ ], 20[ ], between BARCLAYS PLC, a public limited company registered in England and Wales (herein called the Company), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.

Santander Mexico Financial Group, S.A.B. de C.V. – To THE BANK OF NEW YORK MELLON as Trustee, Transfer Agent, Contingent Convertible Security Registrar and Paying Agent INDENTURE CONTINGENT CONVERTIBLE SECURITIES (December 21st, 2016)

CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of , between GRUPO FINANCIERO SANTANDER MEXICO, S.A.B. de C.V., a publicly traded variable corporation (sociedad anonima bursatil de capital variable) incorporated in accordance with the laws of the United Mexican States (the "Company") and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York as trustee (together with its successors hereunder, the "Trustee"), transfer agent (in such capacity, together with its successors hereunder, the "Transfer Agent"), contingent convertible security registrar (in such capacity, together with its successors hereunder, the "Contingent Convertible Security Registrar") and as paying agent (in such capacity, together with its successors hereunder, the "Paying Agent").

HSBC HOLDINGS PLC, as Issuer THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent, Registrar and Calculation Agent FOURTH SUPPLEMENTAL INDENTURE Dated as of June 1, 2016 to the Contingent Convertible Securities Indenture, Dated as of August 1, 2014, Among the Issuer, the Trustee and the Paying Agent and Registrar $2,000,000,000 6.875% Perpetual Subordinated Contingent Convertible Securities (Callable June 2021 and Every Five Years Thereafter) (June 1st, 2016)

FOURTH SUPPLEMENTAL INDENTURE, dated as of June 1, 2016 (this Fourth Supplemental Indenture) among HSBC HOLDINGS PLC, a public limited company duly organized and existing under the laws of England and Wales (the Company), having its principal office at 8 Canada Square, London E14 5HQ, England, THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as trustee (the Trustee), having its principal corporate trust office located at 101 Barclay Street, Floor 7-East, New York, New York 10286, and its Corporate Trust Office at One Canada Square, London E14 5AL, and HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent, Registrar and Calculation Agent (each as defined herein) (the Agent), having its principal office at 452 Fifth Avenue, 8E6, New York, New York 10018, to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of August 1, 2014 among the Company, the Trustee and the Registrar and Paying Agent, as amended and supplemented from time to time (the Base Indenture

Royal Bank Of Scotland Plc – The ROYAL BANK OF SCOTLAND GROUP PLC as Issuer TO THE BANK OF NEW YORK MELLON Acting Through Its London Branch as Trustee FORM OF INDENTURE CONTINGENT CONVERTIBLE SECURITIES (April 1st, 2015)

CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of 2015 between THE ROYAL BANK OF SCOTLAND GROUP plc, a company incorporated in Scotland with registered number SC045551 (the "Company"), having its registered office at 36 St. Andrew Square, Edinburgh EH2 2YB, United Kingdom and THE BANK OF NEW YORK MELLON (previously named The Bank of New York), acting through its London Branch, a banking corporation duly organized and existing under the laws of the State of New York as Trustee (the "Trustee"), having its Corporate Trust Office at One Canada Square, London E14 5AL.

American Equity Investment Life Holding Company – Issuer 5.25% Contingent Convertible Senior Notes Due 2029 (December 8th, 2014)

FIRST SUPPLEMENTAL INDENTURE dated as of December 8, 2014 among AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America (the "Trustee").

HSBC HOLDINGS PLC, as Issuer THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent, Registrar and Calculation Agent SECOND SUPPLEMENTAL INDENTURE Dated as of September 17, 2014 to the Contingent Convertible Securities Indenture, Dated as of August 1, 2014, Among the Issuer, the Trustee and the Paying Agent and Registrar $2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September 2024 and Every Five Years Thereafter) (September 17th, 2014)

SECOND SUPPLEMENTAL INDENTURE, dated as of September 17, 2014 (this Second Supplemental Indenture) between HSBC HOLDINGS PLC, a public limited company duly organized and existing under the laws of England and Wales (the Company), having its principal office at 8 Canada Square, London E14 5HQ, England, THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as trustee (the Trustee), having its principal corporate trust office located at 101 Barclay Street, Floor 7-East, New York, New York 10286, and its Corporate Trust Office at One Canada Square, London E14 5AL, and HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent, Registrar and Calculation Agent (each as defined herein) (the Agent), having its principal office at 452 Fifth Avenue, 8E6, New York, New York 10018, to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of August 1, 2014 among the Company, the Trustee and the Registrar and Paying Agent, as amended from time to time (the Base Indenture and, tog

HSBC HOLDINGS PLC, as Issuer THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent and Registrar INDENTURE Dated as of , 2014 Contingent Convertible Securities (July 31st, 2014)

INDENTURE, dated as of , 2014, between HSBC HOLDINGS PLC, a public limited company duly organized and existing under the laws of England and Wales, as issuer (the Company), having its principal office at 8 Canada Square, London E14 5HQ, England, THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as trustee (the Trustee), having its principal corporate trust office located at 101 Barclay Street, Floor 7-East, New York, New York 10286, and its Corporate Trust Office (as defined herein) at One Canada Square, London E14 5AL, and HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent and Registrar (each as defined herein) (the Agent), having its principal office at 452 Fifth Avenue, 8E6, New York, New York 10018.

BARCLAYS PLC, Issuer and THE BANK OF NEW YORK MELLON, LONDON BRANCH, Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of June 17, 2014 to the Contingent Convertible Securities Indenture, Dated as of November 20, 2013, Between Barclays PLC and the Bank of New York Mellon, London Branch, Trustee $1,211,446,000 6.625% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2019 and Every Five Years Thereafter) (June 17th, 2014)

FIFTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2014 (the Fifth Supplemental Indenture) between BARCLAYS PLC, a public limited company registered in England and Wales (herein called the Company), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom, to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of November 20, 2013 between the Company and the Trustee, as amended from time to time (the Base Indenture and, together with this Fifth Supplemental Indenture, the Indenture).

BARCLAYS PLC, Issuer and THE BANK OF NEW YORK MELLON, LONDON BRANCH, Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of June 17, 2014 to the Contingent Convertible Securities Indenture, Dated as of November 20, 2013, Between Barclays PLC and the Bank of New York Mellon, London Branch, Trustee PS697,602,000 7.00% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2019 and Every Five Years Thereafter) (June 17th, 2014)

THIRD SUPPLEMENTAL INDENTURE, dated as of June 17, 2014 (the Third Supplemental Indenture) between BARCLAYS PLC, a public limited company registered in England and Wales (herein called the Company), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom, to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of November 20, 2013 between the Company and the Trustee, as amended from time to time (the Base Indenture and, together with this Third Supplemental Indenture, the Indenture).

ARTICLES OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CHARTER OF AMSURG CORP. (Series E Contingent Convertible Preferred Stock) (June 2nd, 2014)

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned officer of AmSurg Corp., a corporation organized and existing under the laws of the State of Tennessee (the Company), does hereby submit for filing these Articles of Amendment to its Second Amended and Restated Charter, as amended:

BARCLAYS PLC, Issuer and THE BANK OF NEW YORK MELLON, LONDON BRANCH, Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of [], 2014 to the Contingent Convertible Securities Indenture, Dated as of November 20, 2013, Between Barclays PLC and the Bank of New York Mellon, London Branch, Trustee PS[] []% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2019 and Every Five Years Thereafter) (May 15th, 2014)

THIRD SUPPLEMENTAL INDENTURE, dated as of [], 2014 (the Third Supplemental Indenture) between BARCLAYS PLC, a public limited company registered in England and Wales (herein called the Company), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom, to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of November 20, 2013 between the Company and the Trustee, as amended from time to time (the Base Indenture and, together with this Third Supplemental Indenture, the Indenture).

BARCLAYS PLC, Issuer and THE BANK OF NEW YORK MELLON, LONDON BRANCH, Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of [], 2014 to the Contingent Convertible Securities Indenture, Dated as of November 20, 2013, Between Barclays PLC and the Bank of New York Mellon, London Branch, Trustee $[] []% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2019 and Every Five Years Thereafter) (May 15th, 2014)

FIFTH SUPPLEMENTAL INDENTURE, dated as of [], 2014 (the Fifth Supplemental Indenture) between BARCLAYS PLC, a public limited company registered in England and Wales (herein called the Company), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom, to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of November 20, 2013 between the Company and the Trustee, as amended from time to time (the Base Indenture and, together with this Fifth Supplemental Indenture, the Indenture).

BARCLAYS PLC, Issuer TO THE BANK OF NEW YORK MELLON, LONDON BRANCH Trustee INDENTURE Dated as of November 20, 2013 Contingent Convertible Securities (May 2nd, 2014)

CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of NOVEMBER 20, 2013, between BARCLAYS PLC, a public limited company registered in England and Wales (herein called the Company), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.

BARCLAYS PLC, Issuer and THE BANK OF NEW YORK MELLON, LONDON BRANCH, Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of December 10, 2013 to the Contingent Convertible Securities Indenture, Dated as of November 20, 2013, Between Barclays PLC and the Bank of New York Mellon, London Branch, Trustee 1,000,000,000 8.0% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable December 2020 and Every Five Years Thereafter) (December 10th, 2013)

SECOND SUPPLEMENTAL INDENTURE, dated as of December 10, 2013 (the Second Supplemental Indenture) between BARCLAYS PLC, a public limited company registered in England and Wales (herein called the Company), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom, to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of November 20, 2013 between the Company and the Trustee, as amended from time to time (the Base Indenture and, together with this Second Supplemental Indenture, the Indenture).

BARCLAYS PLC, Issuer TO THE BANK OF NEW YORK MELLON, Trustee INDENTURE Dated as of [] Contingent Convertible Securities (July 29th, 2013)

CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of [], between BARCLAYS PLC, a public limited company registered in England and Wales (herein called the Company), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at 101 Barclay Street, New York, New York 10286.

Taylor Capital Group, Inc. – Certificate of Designations of 8% Non-Cumulative, Non-Voting, Contingent Convertible Preferred Stock, Series F and Non-Voting Convertible Preferred Stock, Series G of Taylor Capital Group, Inc. (March 29th, 2011)

Taylor Capital Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the Corporation), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law of the State of Delaware at a meeting duly called and held on March 10, 2011:

Certificate of Designations of Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of MetLife, Inc. (November 2nd, 2010)

MetLife, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the Corporation, which term shall include the successors of MetLife, Inc.), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify:

Certificate of Designations of the Board of Directors of Popular, Inc. Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series D (April 19th, 2010)

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of Popular, Inc. (the Corporation) and delegated to the Pricing Committee consisting of Richard L. Carrion, Frederic V. Salerno and Manuel Morales, Jr. (the Pricing Committee), in accordance with the provisions of its Restated Certificate of Incorporation, a series of Serial Preferred Stock of the Corporation be and it hereby is created.

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A-2 CONTINGENT CONVERTIBLE PREFERRED STOCK of GREENHILL & CO., INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (April 1st, 2010)

"Financial Advisory Revenue" means Revenue from providing financial advice on (i) mergers, (ii) acquisitions, (iii) divestments, (iv) restructurings, (v) balance sheet and capital optimization, (vi) capital market matters whether debt or equity, (vii) direct investments, (viii) strategic issues, (ix) Government privatizations and (x) other corporate finance matters generally but excluding, for the avoidance of doubt, fund management services for private equity and other financial sponsors.

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A-1 CONTINGENT CONVERTIBLE PREFERRED STOCK of GREENHILL & CO., INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (April 1st, 2010)

"Financial Advisory Revenue" means Revenue from providing financial advice on (i) mergers, (ii) acquisitions, (iii) divestments, (iv) restructurings, (v) balance sheet and capital optimization, (vi) capital market matters whether debt or equity, (vii) direct investments, (viii) strategic issues, (ix) Government privatizations and (x) other corporate finance matters generally but excluding, for the avoidance of doubt, fund management services for private equity and other financial sponsors.

American Equity Investment Life Holding Company – 5.25% Contingent Convertible Senior Notes Due 2029 (December 23rd, 2009)

The Notes will be issued pursuant to the provisions of an indenture to be dated as of December 22, 2009 (the Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee), as it may be supplemented or amended from time to time. The offer and sale of the Notes to you will be made without registration of the Notes under the Securities Act and the rules and regulations thereunder, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof. You have advised the Company that you will make offers and sales (Exempt Resales) of the Notes purchased by you hereunder (such Notes referred to collectively herein as Resale Notes) in accordance with Section 3 hereof, as soon as you deem advisable after this Agreement has been executed and delivered.

Primoris Services Corp. – Certificate of Designations, Powers, Preferences and Rights of the Series a Non-Voting Contingent Convertible Preferred Stock of Primoris Services Corporation (December 17th, 2009)

Primoris Services Corporation (the Corporation), organized and existing under the laws of the State of Delaware, does, by its Secretary and under its corporate seal, hereby certify that pursuant to the authority contained in Article Fourth of its Certificate of Incorporation and in accordance with the provisions of Section 151 of the Delaware General Corporation Law, its Board of Directors has adopted the following resolution creating the following class and series of the Corporations Preferred Stock and determining the voting powers, designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of such classes and series:

USG CORPORATION SUPPLEMENTAL INDENTURE NO. 1 10% Contingent Convertible Senior Notes Due 2018 (November 26th, 2008)

THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of November 26, 2008 (this Supplemental Indenture), between USG CORPORATION, a Delaware corporation (the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).

CERTIFICATE OF DESIGNATIONS, VOTING POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SERIES B NON-VOTING CONTINGENT CONVERTIBLE PREFERRED STOCK OF THE HARTFORD FINANCIAL SERVICES GROUP, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (October 17th, 2008)

The Hartford Financial Services Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the Company), in accordance with the provisions of Section 151 thereof, DOES HEREBY CERTIFY:

CERTIFICATE OF DESIGNATIONS, VOTING POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SERIES C NON-VOTING CONTINGENT CONVERTIBLE PREFERRED STOCK OF THE HARTFORD FINANCIAL SERVICES GROUP, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (October 17th, 2008)

The Hartford Financial Services Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the Company), in accordance with the provisions of Section 151 thereof, DOES HEREBY CERTIFY:

CERTIFICATE OF DESIGNATIONS, VOTING POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SERIES D NON-VOTING CONTINGENT CONVERTIBLE PREFERRED STOCK OF THE HARTFORD FINANCIAL SERVICES GROUP, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (October 17th, 2008)

The Hartford Financial Services Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the Company), in accordance with the provisions of Section 151 thereof, DOES HEREBY CERTIFY:

ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF ORGANIZATION OF BOSTON PRIVATE FINANCIAL HOLDINGS, INC. (Series B Non-Cumulative Perpetual Contingent Convertible Preferred Stock) (July 24th, 2008)

Pursuant to the provisions of Chapter 156D, Section 10.06 of the General Laws of the Commonwealth of Massachusetts, the undersigned officer of Boston Private Financial Holdings, Inc., a corporation organized and existing under the laws of the Commonwealth of Massachusetts (the Company), does hereby submit for filing these Articles of Amendment to its Restated Articles of Organization, as amended:

Form of Contingent Convertible Perpetual Non-Cumulative Preferred Stock (June 11th, 2008)

This certifies that is the owner of fully paid and non-assessable shares of the Contingent Convertible Perpetual Non-Cumulative Preferred Stock, no par value, of Citizens Republic Bancorp, Inc. (hereinafter called the Corporation), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation of Citizens Republic Bancorp, Inc. and all amendments thereto (copies of which are on file at the office of the Transfer Agent) to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Citizens Republic Bancorp, Inc. Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series A, No Par Value Underwriting Agreement (June 11th, 2008)

Citizens Republic Bancorp, Inc., a Michigan corporation (the Company), proposes to issue and sell to the several underwriters named in Schedule II hereto (the Underwriters), for whom you are acting as managers (the Managers), the number of shares of its Contingent Convertible Perpetual Non-Cumulative Preferred Stock, Series A, no par value (the Preferred Stock), convertible into shares of its common stock, no par value (the Common Stock) set forth in Schedule I hereto (the Firm Shares). The Company also proposes to issue and sell to the several Underwriters not more than the number of additional shares of its Preferred Stock, no par value, set forth in Schedule I hereto (the Additional Shares) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Preferred Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectivel

The BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee INDENTURE DATED AS OF MAY 27, 2008 2.25% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2038 (May 29th, 2008)

INDENTURE, dated as of May 27, 2008, among CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company"), the SUBSIDIARY GUARANTORS listed as signatories hereto and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as Trustee.

Gothic Production Llc – CHESAPEAKE ENERGY CORPORATION as Issuer, THE SUBSIDIARY GUARANTORS, as Guarantors, AND THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee INDENTURE DATED AS OF MAY [ ], 2008 [ ]% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2038 (May 19th, 2008)

INDENTURE, dated as of May [ ], 2008, among CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the Company), the SUBSIDIARY GUARANTORS listed as signatories hereto and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as Trustee.

CERTIFICATE OF DESIGNATIONS OF CONTINGENT CONVERTIBLE PERPETUAL NON-CUMULATIVE PREFERRED STOCK, SERIES G, WITHOUT PAR VALUE OF NATIONAL CITY CORPORATION Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (April 30th, 2008)

National City Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the Company), in accordance with the provisions of Sections 103 and 151 thereof, Does Hereby Certify: