The calculation agent shall be the Bank, an affiliate thereof or a bank or other entity as
the Company may appoint. The Company may appoint a different institution to serve as calculation agent from time to time after the original issue date of this Security without the consent of Holders of this Security and without notice. The
calculation agents determination of any interest rate, and its calculation of the amount of interest for any interest period, will be on file at the Companys principal offices, will be made available to any noteholder upon request and
will be final and binding in the absence of manifest error.
All percentages used in or resulting from any calculation of the interest
rate on this Security during the Floating Rate Period will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards
(e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being
rounded upwards).
The interest rate on this Security during the Floating Rate Period will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States law of general application.
This Security is one of a duly
authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of October 31, 2014 (herein called the Base Indenture), between the
Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), as supplemented
by a First Supplemental Indenture, dated as of November 2, 2017, between the Company and the Trustee (the First Supplemental Indenture and together with the Base Indenture, herein called the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The offering of securities of the series that includes this Security is initially limited to $500,000,000.00 aggregate principal amount.
The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness of the Company, including indebtedness of the Company to its general creditors. The Securities constitute the direct, unsecured and subordinated general obligations of the Company and will rank pari
passu with Existing Subordinated Indebtedness of the Company. Each Holder of this Security, by accepting the same, (i) agrees to and shall be bound by such provisions, (ii) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so provided and (iii) appoints the Trustee his attorney-in-fact for any and all such
purposes.
The Securities of this series are subject to redemption, at the election of the Company, upon not less than 5 days and
not more than 60 days written notice by mail to Holders, in whole, but not in part, on, and only on, November 21, 2033, at a Redemption Price equal to 100% of the principal amount, plus accrued and unpaid interest thereon, if any, to, but
excluding the Redemption Date, as provided in the Indenture.
Payment of principal on the Securities may be accelerated only in the case
of certain events involving the bankruptcy, insolvency or reorganization of the Company. There is no right of acceleration in the case of a default in the performance of any covenant of the Company, including the payment of principal or interest. In
case a Default with respect to this Security shall occur and be continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of the Securities through appropriate judicial proceedings. The
Indenture defines a Default to include, without limitation, default for 30 days in the payment of principal of these Securities when due and default for 30 days in any payment of interest on any Security of this series.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an
Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.