FIRST SUPPLEMENTAL INDENTURE between THE CHARLES SCHWAB CORPORATION and THE BANK OF NEW YORK TRUST COMPANY, N.A. Dated as of October 5, 2007 Supplement to Junior Subordinated Indenture, dated as of October 5, 2007

Exhibit 4.19

FIRST SUPPLEMENTAL INDENTURE

between

THE CHARLES SCHWAB CORPORATION

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.

Dated as of October 5, 2007

Supplement to Junior Subordinated Indenture,

dated as of October 5, 2007

TABLE OF CONTENTS

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FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2007, between THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the “ Company ”), having its principal office at 120 Kearny Street, San Francisco, California 94108, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee (hereinafter called the “ Trustee ”).

RECITALS OF THE COMPANY

The Company and the Trustee entered into the Junior Subordinated Indenture, dated as of October 5, 2007 (the “ Indenture ”).

Schwab Capital Trust I, a Delaware statutory trust (the “ Trust ”), has offered to the public its trust preferred securities known as Fixed to Floating Rate Trust Preferred Securities (the “ Trust Preferred Securities ”), which are beneficial interests in the Trust, and proposes to invest the proceeds from such offering, together with the proceeds of the issuance and sale by the Trust to the Company of its Fixed to Floating Rate Trust Common Securities (the “ Trust Common Securities ” and, together with the Trust Preferred Securities, the “ Trust Securities ”), in the Junior Subordinated Notes (as defined herein).

Section 9.1 of the Indenture provides that the Company and the Trustee may, without the consent of any Holder, enter into a supplemental indenture to establish the form or terms of securities of any series as permitted by Section 2.1 or 3.1 thereof.

Pursuant to Sections 2.1 and 3.1 of the Indenture, the Company desires to provide for the establishment of a new series of Securities under the Indenture, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this Supplemental Indenture.

The Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Section 9.3 of the Indenture to effect the execution of this Supplemental Indenture is authorized or permitted by the Indenture.

The Company has requested that the Trustee execute and deliver this Supplemental Indenture and satisfy all requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms, and to make the Junior Subordinated Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid and legally binding obligations of the Company and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Junior Subordinated Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Junior Subordinated Notes, as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) Terms defined in the Indenture or the Trust Agreement (as defined herein) have the same meaning when used in this Supplemental Indenture unless otherwise specified herein.

(b) The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular.

(c) The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision, and any reference to an Article, Section or other subdivision refers to an Article, Section or other subdivision of this Supplemental Indenture.

(d) Any reference herein to “interest” includes any Additional Interest.

“ Applicable Spread ” means (i) 0.50% in the case of a redemption of all Outstanding Junior Subordinated Notes prior to November 15, 2017 within 90 days after the occurrence of a Tax Event or Rating Agency Event; (ii) 0.50% in the case of any other redemption prior to November 15, 2017; and (iii) 0.15% in the case of a redemption after November 15, 2017 and prior to November 15, 2037.

“ Business Combination ” means a merger, consolidation, amalgamation or conveyance, transfer or lease of assets substantially as an entirety by one Person to any other Person.

“ Business Day ” means a day other than a Saturday, Sunday, or any other day on which banking institutions and trust companies in New York, New York are permitted or required by any applicable law to close, or on or after November 15, 2017, a day that is not a London Banking Day.

“ Capital Treatment Event ” means the Company’s reasonable determination that, as a result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws (or any rules or regulations thereunder) of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of issuance of the Trust Preferred Securities, there is more than an insubstantial risk that the Company will not be entitled to treat an amount equal to the aggregate liquidation amount of the Trust Preferred Securities as “ Tier 1 Capital ” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Federal Reserve, as then in effect and applicable to the Company. A Capital Treatment Event can only occur so long as the Company is subject to the supervision and regulation of the Federal Reserve.

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“ Calculation Agent ” means The Bank of New York Trust Company, N.A., or any other firm appointed by the Company, acting as calculation agent.

“ Commercially Reasonable Efforts ” means (i) with respect to Section 2.2(a), commercially reasonable efforts to complete the offer and sale of Qualifying Capital Securities in public offerings or private placements to Persons other than Subsidiaries. The Company will not be considered to have made Commercially Reasonable Efforts to effect a sale of Qualifying Capital Securities if it determines not to pursue or complete such sale due solely to pricing, coupon, dividend rate or dilution considerations and (ii) with respect to Section 2.7, commercially reasonable efforts to complete the offer and sale of Qualifying APM Securities in public offerings or private placements to Persons other than Subsidiaries. The Company will not be considered to have used Commercially Reasonable Efforts to effect a sale of Qualifying APM Securities if it determines not to pursue or complete such sale due solely to pricing, coupon, dividend rate or dilution considerations.

“ Common Stock ” means the common stock of the Company.

“ Common Equity Issuance Cap ” has the meaning specified in Section 2.7(a)(i).

“ Company ” has the meaning specified in the first paragraph of this Supplemental Indenture.

“ Current Stock Market Price ” means, with respect to Common Stock on any date, (i) the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the Nasdaq Global Select Market or if Common Stock is not then listed on the Nasdaq Global Select Market, as reported by the principal U.S. securities exchange on which Common Stock is traded or quoted on the relevant date, (ii) if Common Stock is not listed on any U.S. securities exchange on the relevant date, the last quoted bid price for Common Stock in the over-the-counter market on the relevant date as reported by Pink Sheets LLC or similar organization, or (iii) if Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“ Deferral Period ” means the period commencing on an Interest Payment Date with respect to which the Company elects to defer interest pursuant to Section 2.5 and ending on the earlier of (i) the tenth anniversary of such Interest Payment Date and (ii) the next Interest Payment Date on which the Company has paid the deferred amount, all deferred amounts with respect to any subsequent period and all other accrued and unpaid interest on the Junior Subordinated Notes.

“ Eligible Proceeds ” means, for each relevant Interest Payment Date, the net proceeds (after deducting underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale) the Company has received during the 180-day period prior to such Interest Payment Date from the issuance or sale of Qualifying APM Securities (excluding sales of Common Stock in excess of the Common Equity Issuance Cap and sales of

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Qualifying Preferred Stock in excess of the Preferred Stock Issuance Cap) to Persons other than Subsidiaries.

“ Federal Reserve ” means the Board of Governors of the Federal Reserve System, together with any other federal regulatory agency having primary jurisdiction over the Company other than the Office of Thrift Supervision.

“ Final Repayment Date ” has the meaning specified in Section 2.2(b).

“ Guarantee Agreement ” means the Guarantee Agreement between the Company, as guarantor, and The Bank of New York Trust Company, N.A., as guarantee trustee, dated as of October 5, 2007.

“ Indenture ” has the meaning specified in the Recitals.

“ Intent-Based Replacement Disclosure ” has the meaning specified in the Replacement Capital Covenant.

“ Interest Payment Date ” has the meaning specified in Section 2.4(b).

“ Interest Period ” means the period from, and including, any Interest Payment Date (or, in the case of the first Interest Period, October 5, 2007) to but excluding the next Interest Payment Date.

“ Investment Company Event ” means the receipt by the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of issuance of the Trust Preferred Securities, there is more than an insubstantial risk that the Trust is or will be considered an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended.

“ Junior Subordinated Note ” has the meaning specified in Section 2.1.

“ LIBOR ” means, with respect to any monthly or quarterly Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a one- or three-month period, as applicable, commencing on the first day of that monthly or quarterly Interest Period that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that monthly or quarterly Interest Period, as the case may be. If such rate does not appear on Reuters Screen LIBOR01 Page, one- or three-month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a one- or three-month period commencing on the first day of that monthly or quarterly Interest Period, as applicable, and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that monthly or quarterly Interest Period. The

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Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, one- or three-month LIBOR with respect to that monthly or quarterly Interest Period, as applicable, will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, one- or three-month LIBOR with respect to that monthly or quarterly Interest Period, as applicable, will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the first day of that monthly or quarterly Interest Period, as applicable, for loans in U.S. dollars to leading European banks for a one- or three-month period, as applicable, commencing on the first day of that monthly or quarterly Interest Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, LIBOR for that monthly or quarterly Interest Period will be the same as LIBOR as determined for the previous Interest Period or, in the case of the quarterly Interest Period beginning on November 15, 2017, 5.240%. The establishment of LIBOR for each monthly or quarterly Interest Period, as applicable, by the Calculation Agent shall (in the absence of manifest error) be final and binding.

“ LIBOR Determination Date ” means the second London Banking Day immediately proceeding the first day of the relevant monthly or quarterly Interest Period.

“ London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London, England.

“ Major Subsidiary Depository Institution ” means a major subsidiary depository institution of the Company within the meaning of the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies. As of the date of this Supplemental Indenture, Schwab Bank is the Company’s only Major Subsidiary Depository Institution.

“ Make-Whole Redemption Price ” is equal to the greater of:

(x) 100% of the principal amount of the Junior Subordinated Notes being redeemed, plus accrued and unpaid interest to the Redemption Date, or

(y) (A) in the case of a redemption prior to November 15, 2017, the sum of the present values of the principal amount of the Junior Subordinated Notes and each interest payment on the Junior Subordinated Notes that would have been payable from the Redemption Date to and including November 15, 2017 (not including any portion of such payments of interest accrued as of the Redemption Date), discounted from November 15, 2017 or the applicable Interest Payment Date to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus the Applicable Spread and, (B) in the case of a redemption after November 15, 2017 and prior to but not including November 15, 2037, the sum of the present values of the principal amount of the Junior Subordinated Notes and each interest payment on the Junior Subordinated Notes that would have been payable from the Redemption Date to and including November 15, 2037, assuming that

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the Junior Subordinated Notes accrue interest at a rate equal to the interest rate applicable to the immediately preceding Interest Period (not including any portion of such payments of interest accrued as of the Redemption Date), discounted from November 15, 2037 or the applicable Interest Payment Date to the Redemption Date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the three-month LIBOR rate applicable to the immediately preceding Interest Period, as calculated by the Premium Calculation Agent, minus the Applicable Spread, in each case of clauses (A) and (B) above plus accrued and unpaid interest to the Redemption Date.

“ Mandatorily Convertible Preferred Stock ” means Preferred Stock with (a) no prepayment obligation of the liquidation preference on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the Preferred Stock converts into Common Stock within three years from the date of its issuance at a conversion ratio within a range established at the time of the issuance of the Preferred Stock, subject to customary anti-dilution adjustments.

“ Market Disruption Event ” means, with respect to the issuance or sale of Qualifying Capital Securities pursuant to Section 2.2(a) or Qualifying APM Securities pursuant to Section 2.7, the occurrence or existence of any of the following events or sets of circumstances:

(i) Trading in securities generally (or in the Common Stock or Preferred Stock specifically) on the any other national securities exchange, or in the over-the-counter market, on which the Common Stock and/or Preferred Stock is then listed or traded shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the relevant exchange or by any other regulatory body or governmental agency having jurisdiction, and the establishment of such minimum prices materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, Qualifying APM Securities or Qualifying Capital Securities, as the case may be;

(ii) The Company would be required to obtain the consent or approval of its stockholders or a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue or sell Qualifying Capital Securities or Qualifying APM Securities, as the case may be, and such consent or approval has not yet been obtained notwithstanding the Company’s commercially reasonable efforts to obtain such consent or approval;

(iii) A banking moratorium shall have been declared by the federal or state authorities of the United States and such moratorium materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the Qualifying APM Securities or Qualifying Capital Securities, as the case may be;

(iv) A material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States and such disruption materially disrupts or otherwise has a material adverse effect on trading in, or the

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issuance and sale of, the Qualifying APM Securities or Qualifying Capital Securities, as the case may be;

(v) The United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other national or international calamity or crisis and such event materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the Qualifying APM Securities or Qualifying Capital Securities, as the case may be;

(vi) There shall have occurred such a material adverse change in general domestic or international economic, political or financial conditions, including as a result of terrorist activities, and such change materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the Qualifying APM Securities or Qualifying Capital Securities, as the case may be;

(vii) An event occurs and is continuing as a result of which the offering document for such offer and sale of Qualifying APM Securities or Qualifying Capital Securities, as the case may be, would, in the reasonable judgment of the Company, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and either (a) the disclosure of that event at such time, in the reasonable judgment of the Company, is not otherwise required by law and would have a material adverse effect on the business of the Company or (b) the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would, in the reasonable judgment of the Company, impede the ability of the Company to consummate such transaction, provided that no single suspension period contemplated by this paragraph (vii) shall exceed 90 consecutive days and multiple suspension periods contemplated by this paragraph (vii) shall not exceed an aggregate of 180 days in any 360-day period; or

(viii) The Company reasonably believes that the offering document for such offer and sale of Qualifying APM Securities or Qualifying Capital Securities, as the case may be, would not be in compliance with a rule or regulation of the Commission (for reasons other than those referred to in paragraph (vii) above) and the Company is unable to comply with such rule or regulation or such compliance is unduly burdensome, provided that no single suspension period contemplated by this paragraph (viii) shall exceed 90 consecutive days and multiple suspension periods contemplated by this paragraph (viii) shall not exceed an aggregate of 180 days in any 360-day period.

“ Parity Securities ” means debt securities or guarantees of the Company that rank in right of payment and upon liquidation of the Company pari passu with the Junior Subordinated Notes, and includes the Junior Subordinated Notes and the Guarantee under the Guarantee Agreement.

“ Paying Agent ” means, with respect to the Junior Subordinated Notes, The Bank of New York Trust Company, N.A. or any other Person, including an affiliate of the Company, authorized by the Company to pay the principal of or interest on the Junior Subordinated Notes on behalf of the Company.

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“ Permitted Remedies ” has the meaning specified in the Replacement Capital Covenant.

“ Paying Agent Office ” means the office of the applicable Paying Agent at which at any particular time its corporate agency business will principally be administered in a Place of Payment, which office at the date hereof in the case of The Bank of New York Trust Company, N.A., in its capacity as Paying Agent with respect to the Junior Subordinated Notes under the Indenture, is located at The Bank of New York Trust Company, N.A., 700 South Flower Street, Suite 500, Los Angeles, California 90017.

“ Preferred Stock ” means the preferred stock of the Company.

“ Preferred Stock Issuance Cap ” has the meaning specified in Section 2.7(a)(ii).

“ Premium Calculation Agent ” means an investment banking institution of national standing appointed by the Company.

“ Prospectus Supplement ” means the prospectus supplement dated October 2, 2007 to the prospectus dated May 5, 2004, pursuant to which the Trust Preferred Securities and the Junior Subordinated Notes were offered to investors.

“ Qualifying APM Securities ” means Common Stock, Qualifying Preferred Stock, Qualifying Warrants and Mandatorily Convertible Preferred Stock; provided, however , that such definition is subject to modification pursuant to Section 8.3(a).

“ Qualifying Capital Securities ” has the meaning specified in the Replacement Capital Covenant.

“ Qualifying Preferred Stock ” means non-cumulative perpetual preferred stock of the Company (a) as to which the transaction documents provide for no remedies as a consequence of non-payment of distributions other than Permitted Remedies and (b) that (i) is either subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Company from making any distributions thereon upon its failure to satisfy one or more financial tests set forth therein or (ii) is subject to a Qualifying Replacement Capital Covenant.

“ Qualifying Replacement Capital Covenant ” has the meaning specified in the Replacement Capital Covenant.

“ Qualifying Warrants ” means net share settled warrants to purchase Common Stock that (a) have an exercise price greater than the Current Stock Market Price as of the issuance date of such warrants; (b) the Company is not entitled to redeem for cash; and (c) the holders of which are not entitled to require the Company to repurchase for cash in any circumstances.

“Rating Agency Event ” means an amendment, clarification or change has occurred with respect to securities such as the Junior Subordinated Notes in the equity criteria of any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act that then publishes a rating for the Company (in this definition, a “rating agency”), which amendment, clarification or change results in a lower equity credit for the Junior Subordinated

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Notes than the then respective equity credit assigned by such rating agency or its predecessor on the date hereof.

“ Repayment Date ” means the Scheduled Maturity Date and each Interest Payment Date thereafter until the Company shall have repaid or redeemed all of the Junior Subordinated Notes.

“ Replacement Capital Covenant ” means the Replacement Capital Covenant, dated as of October 5, 2007, by the Company, as the same may be amended or supplemented from time to time in accordance with the provisions thereof and Section 2.2(a)(vii).

“ Responsible Officer ” means, with respect to The Bank of New York Trust Company, N.A. in its capacity as Paying Agent, any officer within the Corporate Trust Department (or any successor department, unit or division of The Bank of New York Trust Company, N.A.) assigned to the Paying Agent Office of The Bank of New York Trust Company, N.A., in its capacity as Paying Agent, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of The Bank of New York Trust Company, N.A who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who has direct responsibility for the administration of the Paying Agent or other functions of the Indenture.

“ Reuters Screen LIBOR01 Page ” means the display designated on the Reuters Screen LIBOR01 Page (or such other page as may replace the Reuters Screen LIBOR01 Page on the service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for United States dollar deposits).

“ Scheduled Maturity Date ” means November 15, 2037 (or, if such day is not a Business Day, the following Business Day).

“ Securities Registrar ” means, with respect to the Junior Subordinated Notes, The Bank of New York Trust Company, N.A., or any other firm appointed by the Company, acting as securities registrar for the Junior Subordinated Notes.

“ Securities Registrar Office ” means the office of the applicable Securities Registrar at which at any particular time its corporate agency business will principally be administered, which office at the date hereof in the case of The Bank of New York Trust Company, N.A., in its capacity as Securities Registrar under the Indenture, is located at The Bank of New York Trust Company, N.A., 700 South Flower Street, Suite 500, Los Angeles, California 90017.

“ Share Cap Amount ” shall have the meaning specified in Section 2.7(a)(iii).

A “ Supervisory Event ” shall commence upon the date on which, after the Company has notified the Federal Reserve of its intention and affirmatively requested Federal Reserve approval both to issue and sell Qualifying APM Securities and to apply the net proceeds of such sale to pay deferred interest on the Junior Subordinated Notes, the Company has been notified that the Federal Reserve disapproves of either of these actions, and shall cease on the Business Day following the earlier to occur of (i) the tenth anniversary of the commencement of any Deferral Period (unless such Deferral Period has terminated earlier) and (ii) the day on which the

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Federal Reserve notifies the Company in writing that it no longer disapproves of the Company’s intention to both issue and sell Qualifying APM Securities and apply the net proceeds from such sale to pay deferred interest on the Junior Subordinated Notes. A Supervisory Event can only occur so long as the Company is subject to the supervision and regulation of the Federal Reserve.

“ Supplemental Indenture ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

“ Tax Event ” means that the Company has requested and received an opinion of counsel experienced in such matters to the effect that, as a result of any:

(i) amendment to or change (including any announced prospective change) in the laws or regulations of the United States or any political subdivision or taxing authority of or in the United States that is enacted or becomes effective after the initial issuance of the Trust Preferred Securities;

(ii) proposed change in those laws or regulations that is announced after the initial issuance of the Trust Preferred Securities;

(iii) official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of the Trust Preferred Securities; or

(iv) threatened challenge asserted in writing in connection with an audit of the Trust, the Company or its Subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Junior Subordinated Notes or the Trust Preferred Securities;

there is more than an insubstantial increase in risk that:

(i) the Trust is or will be subject to United States federal income tax with respect to income received or accrued on the Junior Subordinated Notes;

(ii) interest payable by the Company on the Junior Subordinated Notes is not, or will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes; or

(iii) the Trust is or will be subject to more than a de minimis amount of other taxes, duties or other governmental charges.

“ Trading Day ” means a day on which Common Stock is traded on the Nasdaq Global Select Market, or if not then listed on the Nasdaq Global Select Market, a day on which Common Stock is traded or quoted on the principal U.S. securities exchange on which it is listed or quoted, or if not then listed or quoted on a U.S. securities exchange, a day on which Common Stock is quoted in the over-the-counter market.

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“ Treasury Dealer ” means UBS Securities LLC (or its successor) or, if UBS Securities LLC (or its successor) refuses to act as treasury dealer for this purpose or ceases to be a primary U.S. Government securities dealer, another nationally recognized investment banking firm that is a primary U.S. Government securities dealer specified by the Company for these purposes.

“ Treasury Price ” means the bid-side price for the Treasury Security as of the third Trading Day preceding the Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York on that Trading Day and designated “ Composite 3:30 p.m. Quotations for U.S. Government Securities ”, except that: (i) if that release (or any successor release) is not published or does not contain that price information on that Trading Day; or (ii) if the Treasury Dealer determines that the price information is not reasonably reflective of the actual bid-side price of the Treasury Security prevailing at 3:30 p.m., New York City time, on that Trading Day, then Treasury Price will instead mean the bid-side price for the Treasury Security at or around 3:30 p.m., New York City time, on that Trading Day (expressed on a next trading day settlement basis) as determined by the Treasury Dealer through such alternative means as the Treasury Dealer considers to be appropriate under the circumstances.

“ Treasury Rate ” means the semi-annual equivalent yield to maturity of the Treasury Security that corresponds to the Treasury Price (calculated in accordance with standard market practice and computed as of the second Trading Day preceding the Redemption Date).

“ Treasury Security ” means the United States Treasury security that the Treasury Dealer determines would be appropriate to use, at the time of determination and in accordance with standard market practice, in pricing the Junior Subordinated Notes being redeemed in a tender offer based on a spread to United States Treasury yields.

“ Trust ” has the meaning specified in the Recitals.

“ Trust Agreement ” means the Second Amended and Restated Trust Agreement, dated as of October 5, 2007, among the Company, as Sponsor, The Bank of New York Trust Company, N.A., as the Property Trustee, The Bank of New York (Delaware) as the Delaware Trustee, and the Administrative Trustees.

“ Trust Common Securities ” has the meaning specified in the Recitals.

“ Trustee ” has the meaning specified in the first paragraph of this Supplemental Indenture.

“ Trust Preferred Securities ” has the meaning specified in the Recitals.

“ Trust Securities ” has the meaning specified in the Recitals.

“ Underwriting Agreement ” means the Underwriting Agreement, dated as of October 2, 2007, among the Trust, the Company and the underwriters named therein.

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ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED NOTES

Section 2.1 Designation, Principal Amount and Authorized Denomination . There is hereby authorized a series of Securities designated the Fixed to Floating Rate Junior Subordinated Notes due 2067 (the “ Junior Subordinated Notes ”), the amount of which to be issued will be as set forth in any Company Order for the authentication and delivery of Junior Subordinated Notes pursuant to the Indenture. The denominations in which Junior Subordinated Notes will be issuable are $1,000 principal amount and integral multiples thereof. The maximum aggregate principal amount of Junior Subordinated Notes that may be authenticated and delivered under this Supplemental Indenture is $300,010,000 (except for Junior Subordinated Notes authenticated and delivered upon registration of transfer of, or exchange for, or in lieu of, other Junior Subordinated Notes pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 of the Indenture or Section 3.5 of this Supplemental Indenture).

Section 2.2 Repayment

(i) The principal amount of, and all accrued and unpaid interest on, the Junior Subordinated Notes will be payable in full on the Scheduled Maturity Date; provided, however, that in the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with the Scheduled Maturity Date, (x) the principal amount of Junior Subordinated Notes payable on the Scheduled Maturity Date, if any, will be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of Junior Subordinated Notes will be repaid on the Scheduled Maturity Date pursuant to Article III, and (z) subject to clause (iii) of this Section 2.2(a), the remaining Junior Subordinated Notes will remain outstanding and will be payable on the immediately succeeding Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.8 or become due and payable pursuant to Section 5.2 of the Indenture, as amended by Section 2.9(b) hereof. The entire principal amount of the Junior Subordinated Notes outstanding will be due and payable on the Scheduled Maturity Date in the event the Company does not deliver an Officers’ Certificate to the Trustee during the period from and including the 30th Business Day immediately preceding the Scheduled Maturity Date to and including the 10th Business Day immediately preceding the Scheduled Maturity Date.

(ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with any Interest Payment Date after the Scheduled Maturity Date, the principal amount of Junior Subordinated Notes repayable on such Interest Payment Date will be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and will be repaid on such Interest Payment Date pursuant to Article III, and the remaining Junior Subordinated Notes will remain outstanding

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and will be payable on the immediately succeeding Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.8 or become due and payable pursuant to Section 5.2 of the Indenture, as amended by Section 2.9(b) hereof. The entire principal amount of the Junior Subordinated Notes outstanding will be due and payable on any Interest Payment Date after the Scheduled Maturity Date in the event the Company does not deliver an Officers’ Certificate to the Trustee during the period from and including the 30th Business Day immediately preceding such Interest Payment Date to and including the 5th Business Day immediately preceding such Interest Payment Date.

(iii) The obligation of the Company to repay the Junior Subordinated Notes pursuant to this Section 2.2(a) on any date before the Final Repayment Date will be subject to (x) its obligations under Article XIII of the Indenture to the holders of Senior Debt and (y) its obligations under Section 2.5 with respect to the payment of deferred interest on the Junior Subordinated Notes.

(iv) Until the Junior Subordinated Notes are paid in full, the Company will use Commercially Reasonable Efforts, subject to a Market Disruption Event:

(A) to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 180-day period ending on the date, not more than 30 Business Days and not less than 10 Business Days before the Scheduled Maturity Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 3.1, to permit repayment of the Junior Subordinated Notes in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 2.2(a); and

(B) if the Company is unable for any reason to raise sufficient proceeds from the issuance of Qualifying Capital Securities to permit repayment in full of the Junior Subordinated Notes on the Scheduled Maturity Date (as required by clause (A) above) or any subsequent Interest Payment Date, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 30-day period ending on the date, not more than 30 and not less than 10 Business Days before the following Interest Payment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 3.1, to permit repayment of the Junior Subordinated Notes in full on such following Interest Payment Date pursuant to clause (i)(z) of this Section 2.2(a).

(v) The Company shall, if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to clause (iv) above in connection with any Repayment Date, deliver an Officers’ Certificate to the Trustee (which the Trustee shall promptly forward upon receipt to the Property Trustee) no more than 15 and no less than 10 Business Days in advance of such Repayment Date stating the amount of net proceeds, if any, raised pursuant to clause (iv) above in connection with such Repayment Date and the corresponding principal amount of the Junior Subordinated Notes represented thereby. The

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Company shall be excused from its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities pursuant to clause (iv) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the 180-day period preceding the date of such Officers’ Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the 30-day period preceding the date of such Officers’ Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180- or 30-day period, as the case may be, or (2) the Market Disruption Event continued for only part of the period, but the Company was unable after Commercially Reasonable Efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the Junior Subordinated Notes in full pursuant to clause (iv) above. Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of Junior Subordinated Notes is to be repaid on the applicable Repayment Date, will be accompanied by a notice of repayment pursuant to Section 3.1 setting forth the principal amount of the Junior Subordinated Notes to be repaid on such Repayment Date, if any, which amount will be determined after giving effect to clause (vi) of this Section 2.2(a).

(vi) Payments in respect of the Junior Subordinated Notes on any Repayment Date will be applied, first, to deferred interest to the extent of Eligible Proceeds raised pursuant to Section 2.7, second, to pay current interest to the extent not paid from other sources and, third, to the principal of the Junior Subordinated Notes; provided that if the Company is obligated to sell Qualifying Capital Securities and make payments of principal on any outstanding Parity Securities in addition to the Junior Subordinated Notes in respect thereof, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied first to Parity Securities having an earlier scheduled maturity date than the Junior Subordinated Notes, and then to the Junior Subordinated Notes and those other Parity Securities having the same scheduled maturity date as the Junior Subordinated Notes pro rata in accordance with their respective outstanding principal amounts and no such payments will be made to any other Parity Securities having a later scheduled maturity date until the principal of the Junior Subordinated Notes has been paid in full, except to the extent permitted by Section 2.6(a) and 2.7(c). Notwithstanding the foregoing, if the Company raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the relevant 180- or 30-day period, the Company will not be required to repay any Junior Subordinated Notes on the applicable Repayment Date. On the next Interest Payment Date as of which the Company has raised at least $5 million of net proceeds during the 180-day period preceding the applicable notice date (or, if shorter, the period since the Company last repaid any principal amount of Junior Subordinated Notes), the Company shall be required to repay interest and a principal amount of the Junior Subordinated Notes equal to the entire net proceeds from the sale of Qualifying Capital Securities during such 180-day or shorter period.

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(vii) The Company shall not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining whether and to what extent repayment, redemption or purchase of the Junior Subordinated Notes or the Trust Preferred Securities is permitted, except with the consent of holders of a majority by liquidation amount of the Trust Preferred Securities or, if the Junior Subordinated Notes have been distributed by the Trust to the holders of the Trust Preferred Securities, a majority by principal amount of the Junior Subordinated Notes. Except as aforesaid, the Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without the consent of the holders of the Trust Preferred Securities or the Junior Subordinated Notes.

(b) Final Repayment Date . The principal of, and all accrued and unpaid interest on, all outstanding Junior Subordinated Notes will be due and payable on November 15, 2067 or, if such day is not a Business Day, the following Business Day (the “ Final Repayment Date ”), regardless of the amount of Qualifying Capital Securities or Qualifying APM Securities the Company may have issued and sold by that time.

Section 2.3 Form . The Junior Subordinated Notes will be issued in fully registered definitive form without interest coupons. Principal of and interest on the Junior Subordinated Notes issued in definitive form will be payable, the transfer of such Junior Subordinated Notes will be registrable and such Junior Subordinated Notes will be exchangeable for Junior Subordinated Notes bearing identical terms and provisions and notices and demands to or upon the Company in respect of the Junior Subordinated Notes and the Indenture may be served at the Corporate Trust Office of the Trustee, and the Company appoints the Trustee as its agent for the foregoing purposes, provided that payment of interest may be made at the option of the Company by check mailed to the Holder at such address as will appear in the Securities Register or by wire transfer in immediately available funds to the bank account number of the Holder specified in writing by the Holder not less than 10 days before the relevant Interest Payment Date and entered in the Securities Register by the Securities Registrar, provided, further , that if the Property Trustee, on behalf of the Trust, is the sole Holder of the Junior Subordinated Notes then payment of interest will be made by wire transfer in immediately available funds to a bank account number specified by the Property Trustee. The Junior Subordinated Notes may be presented for registration of transfer or exchange at the Securities Registrar Office.

Section 2.4 Rate of Interest; Interest Payment Dates

(a) Rate of Interest . The Junior Subordinated Notes will bear interest at the rate of (i) 7.500% per annum, from and including October 5, 2007 to but excluding November 15, 2017, (ii) an annual rate equal to three-month LIBOR plus 2.375%, from and including November 15, 2017 to but excluding November 15, 2037, and (iii) to the extent the Junior Subordinated Notes are not repaid on or after the Scheduled Maturity Date, an annual rate equal to one-month LIBOR plus 3.375% to but excluding the date on which the Junior Subordinated Notes are repaid in full. The interest will accrue from October 5, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, until the principal thereof is paid or made

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available for payment. Interest will be computed on the basis of (i) a 360-day year comprised of twelve 30-day months with respect to any Interest Period ending on or prior to November 15, 2017 and (ii) a 360-day year and the actual number of days elapsed with respect to any other Interest Period. Accrued interest that is not paid on the applicable Interest Payment Date (after giving effect to the adjustments described in the last sentence of Section 2.4(b)), including interest deferred pursuant to Section 2.5, will bear Additional Interest, to the extent permitted by law, at the then-applicable rate described in this paragraph from the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date.

(b) Interest Payment Dates . Subject to the other provisions hereof, interest on the Junior Subordinated Notes will be payable (i) semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2007, (ii) quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, beginning on February 15, 2018; and (iii) to the extent the Juni