Form of Reverse of Security
This Security is one of a duly authorized issue of securities of the Corporation (herein called the “Securities”), issued and to be issued in one or more series under a Subordinated Indenture, dated as of March 1, 2023 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument and shall include the Second Supplemental Indenture, dated as of December 7, 2023), between the Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof.
The Corporation may at its option redeem the Securities of this series, in whole or from time to time in part, on any day during any Par Call Period (as defined below) at a Redemption Price in cash equal to 100% of the principal amount of the Securities of this series to be redeemed, plus (subject to the provisions set forth below regarding the payment of installments of interest on Securities of this series that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date) accrued and unpaid interest on the Securities of this series to be redeemed to, but excluding, the Redemption Date.
“Par Call Period” means any period from and including the March 15 immediately preceding a Reset Date through and including such Reset Date.
The Corporation may at its option redeem the Securities of this series, in whole but not in part, at any time within 120 days after a Tax Event (as defined below) at a Redemption Price in cash equal to 100% of the principal amount of the Securities of this series, plus (subject to the provisions set forth below regarding the payment of installments of interest on Securities of this series that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date) accrued and unpaid interest on the Securities of this series to, but excluding, the Redemption Date.
A “Tax Event” means that the Corporation has received an opinion of counsel experienced in such matters to the effect that, as a result of:
(a)any amendment to, clarification of, or change, including any announced prospective change, in the laws or treaties of the United States or any of its political subdivisions or taxing authorities, or any regulations under those laws or treaties;
(b)an administrative action, which means any judicial decision or any official administrative pronouncement, ruling, regulatory procedure, notice or announcement, including any notice or announcement of intent to issue or adopt any administrative pronouncement, ruling, regulatory procedure or regulation;
(c)any amendment to, clarification of, or change in the official position or the interpretation of any administrative action or judicial decision or any interpretation or