FORM OF SUBORDINATED INDENTURE

EXHIBIT 4.6

FORM OF

Between

DIAMOND FOODS, INC.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of                               , 2009

TABLE SHOWING REFLECTION IN THIS SUBORDINATED INDENTURE OF
CERTAIN PROVISIONS OF THE TRUST INDENTURE ACT OF 1939*

     THIS SUBORDINATED INDENTURE, dated as of _________, 2009, between DIAMOND FOODS, INC., a Delaware corporation (the “ Company ”), and Wells Fargo Bank, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the “ Trustee ”).

WITNESSETH:

     WHEREAS, the Company has duly authorized the issuance, sale, execution and delivery, from time to time, of its unsecured evidences of subordinated indebtedness (hereinafter referred to as the “ Subordinated Securities ”), without limit as to principal amount, issuable in one or more series, the amount and terms of each such series to be determined as hereinafter provided; and, to provide the terms and conditions upon which the Subordinated Securities are to be issued, authenticated and delivered, the Company has duly authorized the execution of this Subordinated Indenture; and

     WHEREAS, all acts and things necessary to make the Subordinated Securities, when executed by the Company and authenticated and delivered by the Trustee as in this Subordinated Indenture provided, the valid, binding and legal subordinated obligations of the Company, and to constitute this Subordinated Indenture a valid indenture and agreement according to its terms, have been done and performed, and the execution of this Subordinated Indenture and the issuance hereunder of the Subordinated Securities have in all respects been duly authorized;

     NOW, THEREFORE, THIS SUBORDINATED INDENTURE

WITNESSETH:

     That in order to declare the terms and conditions upon which the Subordinated Securities are to be issued, authenticated and delivered, and in consideration of the premises and of the purchase and acceptance of the Subordinated Securities by the Holders thereof, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the Subordinated Securities or of any series thereof, as follows:

ARTICLE ONE

DEFINITIONS

     SECTION 1.01. Certain Terms Defined . For all purposes of this Subordinated Indenture, except as otherwise expressly provided or unless the context otherwise requires:

          (a) the terms defined in this Article One have the meanings assigned to them in this Article One, and include the plural as well as the singular;

          (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

          (c) all accounting terms not otherwise defined herein shall have the meanings assigned to them and all computations herein provided for shall be made, in accordance with

generally accepted accounting principles, and the term “ U.S. generally accepted accounting principles ” shall mean such principles as they exist at the date of applicability thereof; and

          (d) the words “ herein ”, “ hereof ” and “ hereunder ” and other words of similar import refer to this Subordinated Indenture as a whole and not to any particular Article, Section or other subdivision.

     “ Affiliate ” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “ Agent ” means any Registrar, Paying Agent, transfer agent or Authenticating Agent.

     “ Authenticating Agent ” shall the meaning set forth in Section 7.14.

     “ Authorized Newspaper ” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition), published in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

     “ Board of Directors ” shall mean the Board of Directors of the Company, or any duly authorized committee of such Board of Directors.

     “ Board Resolution ” shall mean on or more resolutions of the Board of Directors of the Company certified by the Secretary or by an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification.

     “ Business Day ” means, with respect to any Subordinated Security, a day that is not a day on which banking institutions in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such Subordinated Security, are authorized or required by any applicable law or regulation to be closed.

     “ Commission ” shall mean the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this Subordinated Indenture such Commission is not existing and performing the duties theretofore assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

     “ Company ” shall mean Diamond Foods, Inc., a Delaware corporation, until a successor corporation shall have become such pursuant to the applicable provisions hereof, and thereafter “ Company ” shall mean such successor Company.

     “ Company Order ” means a written statement, request or order of the Company signed in its name by the Chairman of the Board of Directors of the Company, the President or Chief Executive Officer, any Vice President or the Treasurer of the Company.

     “ covenant defeasance ” shall have the meaning set forth in Section 11.01.

     “ Defaulted Interest ” shall have the meaning set forth in Section 2.07.

     “ Depository ” shall mean, with respect to the Subordinated Securities of any series issuable or issued in whole or in part in the form of one or more Registered Global Subordinated Securities, the Person designated as Depository by the Company pursuant to Section 2.03 of this Subordinated Indenture until a successor Depository shall have become such pursuant to the applicable provisions of this Subordinated Indenture, and thereafter the term “ Depository ” shall mean or include each Person who is then a Depository hereunder, and if at any time there is more than one such Person, “ Depository ” as used with respect to the Subordinated Securities of any such series shall mean the Depository with respect to the Subordinated Securities of that series.

     “ ECU ” means the European Currency Unit as defined and revised from time to time by the European Monetary System of the European Community and/or Euros.

     “ Euro ” or “ euro ” means the currency adopted by those countries participating in the third stage of the European Monetary Union.

     “ Event of Default ” with respect to Subordinated Securities of any series shall mean any event specified as such in Section 6.01 and any other event as may be established with respect to the securities of such series as permitted by Section 2.03. An Event of Default shall “exist” if an Event of Default shall have occurred and be continuing.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ Foreign Currency ” means a currency issued by the government of a country other than the United States of America.

     “ Holder,” “Holder of Subordinated Securities,” “Subordinated Securityholder ” or any other similar term means in the case of any Registered Subordinated Security, the person in whose name such Subordinated Security is registered in the Register kept by the Company for that purpose in accordance with the terms hereof.

     “ Interest Payment Date ” when used with respect to any Subordinated Security means the Stated Maturity of an installment of interest on such Subordinated Security.

     “ IRS ” means the Internal Revenue Service of the United States Department of the Treasury, or any successor entity.

     “ Judgment Currency ” has the meaning set forth in Section 13.09.

     “ Officer’s Certificate ” shall mean a certificate signed by the Chairman of the Board of Directors of the Company, any Vice–Chairman of the Board of Directors of the Company, the President or Chief Executive Officer or any Vice–President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company. Each such certificate shall include the statements provided for in Section 13.03, if and to the extent required by the provisions of such Section.

     “ Opinion of Counsel ” shall mean a written opinion of legal counsel who may be an employee of the Company or other counsel satisfactory to the Trustee. Each such opinion shall include the statements provided for in Section 13.03, if and to the extent required by the provisions of such Section.

     “ Original Issue Date ” of any Subordinated Security (or portion thereof) means the earlier of (a) the date of such Subordinated Security or (b) the date of any Subordinated Security (or portion thereof) for which such Subordinated Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

     “ Original Issue Discount Subordinated Security ” shall mean (a) any Subordinated Security which provides for an amount less than the principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01 or (b) any other Subordinated Security which for United States Federal income tax purposes would be considered an original issue discount security.

     “ Outstanding ” when used with reference to Subordinated Securities shall, subject to the provisions of Section 8.04, mean, as of the date of determination, all Subordinated Securities theretofore authenticated and delivered under this Subordinated Indenture, except:

          (a) Subordinated Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

          (b) Subordinated Securities, or portions thereof, for whose payment or redemption moneys or U.S. Government Obligations (as provided in Section 11.01) in the necessary amount have been theretofore deposited with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside, segregated and held in trust by the Company (if the Company shall act as its own Paying Agent) in trust for the Holders of such Subordinated Securities, provided that if such Subordinated Securities or portions thereof, are to be redeemed prior to the Stated Maturity thereof, notice of such redemption has been duly given as provided in Article Three hereof, or provision therefor satisfactory to the Trustee has been made;

          (c) Subordinated Securities in exchange for or in lieu of which other Subordinated Securities shall have been authenticated and delivered under this Subordinated Indenture; and

          (d) Subordinated Securities alleged to have been destroyed, lost or stolen which have been paid as provided in Section 2.07 hereof.

     In determining whether the Holders of the requisite principal amount of Outstanding Subordinated Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Subordinated Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination as if a declaration of acceleration of the maturity thereof pursuant to Section 6.01 had been made.

     “ Paying Agent ” means any Person authorized by the Company to pay the principal of and any interest and premium, if any, on any Subordinated Securities on behalf of the Company.

     “ Periodic Offering ” means an offering of Subordinated Securities of a series from time to time, the specific terms of which Subordinated Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such Subordinated Securities.

     “ Person ” shall mean an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint stock company, a trust, an unincorporated organization, or a government or any agency, authority or political subdivision thereof.

     “ Predecessor Subordinated Security ” of any particular Subordinated Security means every previous Subordinated Security evidencing all or a portion of the same debt as that evidenced by such particular Subordinated Security; and, for the purposes of this definition, any Subordinated Security authenticated and delivered under Section 2.04 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Subordinated Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Subordinated Security.

     “ principal ” whenever used with reference to the Subordinated Securities or any Subordinated Security or any portion thereof, shall be deemed to include “and premium, if any,” provided, however, that such inclusion of premium, if any, shall under no circumstances result in the double counting of such premium for the purpose of any calculation required hereunder.

     “ Principal Office of the Trustee ” shall mean the office of the Trustee at which at any particular time the trust created by this Indenture shall be administered, except that with respect to presentation of Subordinated Securities for payment such term shall mean any office or agency of the Trustee at which at any particular time its corporate trust services business shall be conducted. The present address of the Principal Office of the Trustee is administered is [45 Broadway, 14 ^th Floor, New York, NY 10006].

     “ Record Date ” for the interest payable on any Interest Payment Date on any series of Subordinated Securities shall mean the date specified as such in the Subordinated Securities of such series.

     “ Register ” shall mean the books for the registration and transfer of Subordinated Securities which books are kept by the Trustee pursuant to Section 2.08.

     “ Registered Global Subordinated Security ” means a Subordinated Security evidencing all or a portion of a series of Registered Subordinated Securities, issued to the Depository for such series in accordance with Section 2.12, and bearing the legend prescribed in Section 2.12 and any other legend required by the Depository for such series.

     “ Registered Subordinated Security ” means any Subordinated Security registered on the Register of the Company.

     “ Required Currency ” shall have the meaning set forth in Section 13.09.

     “ Responsible Officer ” when used with respect to the Trustee shall mean an officer in the Principal Office of the Trustee or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of such Person’s knowledge of and familiarity with the particular subject.

     “ Senior Indebtedness” means (i) the principal of and premium, if any, and unpaid interest on indebtedness for money borrowed, (ii) purchase money and similar obligations, (iii) obligations under capital leases, (iv) guarantees, assumptions or purchase commitments relating to, or other transactions as a result of which the Company is responsible for the payment of, such indebtedness of others, (v) renewals, extensions and refunding of any such indebtedness, (vi) interest or obligations in respect of any such indebtedness accruing after the commencement of any insolvency or bankruptcy proceedings; and (vii) obligations associated with derivative products such as interest rate and currency exchange contracts, foreign exchange contracts, commodity contracts, and similar arrangements, unless, in each case, the instrument by which the Company incurred, assumed or guaranteed the indebtedness or obligations described in clauses (i) through (vii) hereof expressly provides that such indebtedness or obligation is subordinate or junior in right or payment to any other indebtedness or obligation is subordinate or junior in right of payment to any other indebtedness or obligations of the Company.

     “ Special Record Date ” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 2.07.

     “ Stated Maturity ” when used with respect to any Subordinated Security or any installment of interest thereon means the date specified in such Subordinated Security as the fixed date on which the principal of such Subordinated Security or such installment of interest is due and payable.

     “ Subordinated Indenture ” shall mean this instrument as originally executed, or as it may from time to time be supplemented, modified or amended, as provided herein, and shall include the form and terms of particular series of Subordinated Securities established in accordance with the provisions of Sections 2.03 and 2.04.

     “ Subordinated Security” or “Subordinated Securities ” shall mean any security or securities of the Company without regard to series, authenticated and delivered under this Subordinated Indenture.

     “ Supplemental Subordinated Indenture ” shall mean an indenture supplemental hereto as such Supplemental Subordinated Indenture may be originally executed, or as it may from time to time be supplemented, modified or amended, as provided herein and therein.

     “ Trustee ” shall mean the party named as such in the first paragraph of this Subordinated Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Subordinated Indenture, and thereafter “ Trustee ” shall mean such successor Trustee. “ Trustee ” shall also mean or include each Person who is then a trustee hereunder, and, if at any time there is more than one such Person, “ Trustee ” as used with respect to the Subordinated Securities of any series shall mean the trustee with respect to the Subordinated Securities of such series.

     “ Trust Indenture Act ” shall mean the Trust Indenture Act of 1939, as amended as of the date of this Subordinated Indenture.

     “ United States Dollars ” shall mean the lawful currency of the United States of America.

     “ U.S. Government Obligations ” shall have the meaning set forth in Section 11.01.

     “ Yield to Maturity ” means the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.

ARTICLE TWO

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
TRANSFER AND EXCHANGE OF SUBORDINATED SECURITIES

     SECTION 2.01. Form of Subordinated Securities and Trustee’s Certificate of Authentication . The Subordinated Securities of each series shall be substantially in such form (not inconsistent with this Subordinated Indenture) as shall be established by or pursuant to one or more Board Resolutions and as set forth in an Officer’s Certificate or Supplemental Subordinated Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Subordinated Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements thereon as the Board of Directors may deem appropriate and as are not inconsistent with the provisions of this Subordinated Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Subordinated Securities of such series may be listed, or to conform to usage all as may be determined by the officers executing such Subordinated Securities as evidenced by their execution of such Subordinated Securities.

     The definitive Subordinated Securities and each Global Subordinated Security may be printed, lithographed or fully or partly engraved or produced in

any other manner, all as determined by the officers executing such Subordinated Securities as evidenced by their execution thereof.

     SECTION 2.02. Form of Trustee’s Certificate of Authentication . The Trustee’s certificate of authentication on all Subordinated Securities shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Subordinated Securities, of the series designated herein, referred to in the within–mentioned Subordinated Indenture.

     SECTION 2.03. Amount Unlimited, Issuable in Series .

     (a) The aggregate principal amount of Subordinated Securities which may be authenticated and delivered under this Subordinated Indenture is not limited. The Subordinated Securities may be issued in one or more series.

     The following terms and provisions of each series of Subordinated Securities shall be established in or pursuant to one or more Board Resolutions and set forth in an Officer’s Certificate detailing such establishment or established in one or more Supplemental Subordinated Indentures prior to the issuance of Subordinated Securities of any series:

          (1) the designation of the series of Subordinated Securities of the series (which shall distinguish the Subordinated Securities of such series from all other series of Subordinated Securities) and which may be part of a series of Subordinated Securities previously issued;

          (2) any limit upon the aggregate principal amount of the particular series of Subordinated Securities which may be executed, authenticated and delivered under this Subordinated Indenture; provided, however, that nothing contained in this Section 2.03 or elsewhere in this Subordinated Indenture or in the Subordinated Securities or in an Officer’s Certificate or in a Supplemental Subordinated Indenture is intended to or shall limit execution by the Company or authentication and delivery by the Trustee of Subordinated Securities under the circumstances contemplated by Sections 2.08, 2.09, 2.11, 3.03 and 10.04;

          (3) if other than United States Dollars, the coin, currency or currencies or composite currency in which principal of and interest and any premium on such series of Subordinated Securities shall be payable (including, but not limited to, any Foreign Currency or ECU);

          (4) the Stated Maturity for payment of principal of such series of Subordinated Securities and any sinking fund or analogous provisions;

          (5) the rate or rates at which such series of Subordinated Securities shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable, the terms and conditions of any deferral of interest and the additional interest, if any, thereon, the right, if any, of the Company to extend the time for payment of interest, the terms and duration of such extension rights and (in the case of Registered Subordinated Securities) the date or dates on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;

          (6) the place or places where the principal of and any interest on Subordinated Securities of any series shall be payable, where such Subordinated Securities may be surrendered for registration of transfer, where such Subordinated Securities may be surrendered for exchange and where notice and demands to or upon the Company, in respect of such Subordinated Securities, and this Subordinated Indenture may be served, if other than as provided in Section 4.03;

          (7) the right, if any, of the Company to redeem Subordinated Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions upon which Subordinated Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;

          (8) the obligation, if any, of the Company to redeem, purchase or repay Subordinated Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Subordinated Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

          (9) if other than denominations of $1,000 or €1,000, as the case may be, and any integral multiple thereof, the denominations in which such series of Subordinated Securities shall be issuable;

          (10) the percentage of the principal amount at which the Subordinated Securities will be issued, and, if other than the principal amount thereof, the portion of the principal amount of such series of Subordinated Securities which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;

          (11) if other than the coin, currency or currencies in which the Subordinated Securities of the series are denominated, the coin, currency or currencies in which payment of the principal of or interest on the Subordinated Securities of such series shall be payable, including composite currencies or currency units;

          (12) if the principal or interest on the Subordinated Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Subordinated Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;

          (13) if the amount of payments or principal of and interest on the Subordinated Securities of the series may be determined with reference to an index or formula based on a coin, currency, composite currency or currency unit other than that in which the Subordinated Securities of the series are denominated, the manner in which such amounts shall be determined;

          (14) whether and under what circumstances the Company will pay additional amounts on the Subordinated Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem the Subordinated Securities of the series rather than pay such additional amounts;

          (15) if the Subordinated Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Subordinated Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

          (16) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars of any other agents with respect to the Subordinated Securities of such series;

          (17) any additional events of default or covenants with respect to the Subordinated Securities of a particular series not set forth herein;

          (18) the terms of subordination applicable to such series of Subordinated Securities;

          (19) the terms and conditions, if any, upon which any Subordinated Securities of such series may or shall be converted or exchanged into other instruments or other forms of property of the Company or its subsidiaries, including without limitation, securities of another Person held by the Company or its Affiliates, and if so the terms thereof; and

          (20) any other terms of such series of Subordinated Securities (which terms shall not be inconsistent with the provisions of this Subordinated Indenture).

     (b) All Subordinated Securities of any one series shall be substantially identical except that any series may have serial maturities and different interest rates for different maturities and except in the case of Registered Subordinated Securities as to denomination and the differences herein specified between Registered Global

Subordinated Securities and Registered Subordinated Securities issued in definitive form and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officer’s Certificate or Supplemental Subordinated Indenture relating to such series of Subordinated Securities. All Subordinated Securities of any one series need not be issued at the same time, and, unless otherwise provided in the Officer’s Certificate or Supplemental Subordinated Indenture relating to such series, a series may be reopened for issuances of additional Subordinated Securities of such series.

     SECTION 2.04. Authentication and Delivery of Subordinated Indentures .

          At any time and from time to time after the execution and delivery of this Subordinated Indenture, the Company may deliver any series of Subordinated Securities executed by the Company to the Trustee for authentication by it together with the applicable documents referred to below in this Section 2.04, and the Trustee shall thereupon authenticate and deliver said Subordinated Securities (or if only a single Subordinated Security, such Subordinated Security) to or upon the written order of the Company, signed by an officer of the Company, without any further corporate action. The maturity date, original issue date, interest rate and any other terms of the Subordinated Securities of such series shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which instructions, if oral, shall be promptly confirmed in writing. In authenticating such Subordinated Securities and accepting the additional responsibilities under this Subordinated Indenture in relation to such Subordinated Securities, the Trustee shall be entitled to receive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Company to the Trustee to authenticate Subordinated Securities of such series) and (subject to Section 7.01) shall be fully protected in relying upon, the following enumerated documents unless and until such documents have been superseded or revoked:

          (1) a Company Order requesting such authentication and setting forth delivery instructions if the Subordinated Securities are not to be delivered to the Company, provided that, with respect to Subordinated Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company to the Trustee prior to the delivery to the Trustee of such Subordinated Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Subordinated Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by a Company Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Subordinated Securities of such series shall be determined by a Company Order or pursuant to such procedures and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which instructions, if oral, shall be promptly confirmed in writing;

          (2) any Board Resolution, Officer’s Certificate and/or executed Supplemental Subordinated Indenture referred to in Section 2.01 and 2.03 by or pursuant to which the forms and terms of the Subordinated Securities were established;

          (3) an Officer’s Certificate setting forth the form or forms and terms of the Subordinated Securities stating that the form or forms and terms of the Subordinated Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Subordinated Indenture, and covering such other matters as the Trustee may reasonably request; and

          (4) At the option of the Company, either one or more Opinions of Counsel, or a letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that:

               (a) the form or forms of the Subordinated Securities have been duly authorized and established in conformity with the provisions of this Subordinated Indenture;

               (b) in the case of an underwritten offering, the terms of the Subordinated Securities have been duly authorized and established in conformity with the provisions of this Subordinated Indenture, and, in the case of an offering that is not underwritten, certain terms of the Subordinated Securities have been established pursuant to a Board Resolution, an Officer’s Certificate or a Supplemental Subordinated Indenture in accordance with this Subordinated Indenture, and when such other terms as are to be established pursuant to procedures set forth in a Company Order shall have been established, all such terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Subordinated Indenture;

               (c) this Indenture and such Subordinated Securities, when executed and issued by the Company and authenticated by the Trustee in accordance with the provisions of this Subordinated Indenture and duly paid for by the purchasers thereof, and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, except as any rights thereunder may be limited by the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally; the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law; the effect of applicable court decisions invoking statutes or principles of equity, which have held that certain covenants and provisions of agreements are unenforceable where the breach of such covenants or provisions imposes restrictions or burdens upon a borrower, and it cannot be demonstrated that the enforcement of such restrictions or burdens is necessary for the protection of the creditor, or which have held that the creditor’s enforcement of such covenants or provisions under the circumstances would have violated the creditor’s covenants of good faith and fair dealing implied under California law; and the effect of California statutes and rules of law which cannot be waived prospectively by a borrower, and such counsel need express no opinion with regard to the enforceability of Section 7.06 or of a judgment denominated in a currency other than United States Dollars; and

               (d) the Company has complied with all applicable Federal laws and requirements in respect of the execution and delivery of such Subordinated Securities;

          (5) if the Securities are to be secured, a supplemental indenture conforming to the requirements of Section 314 of the Trust Indenture Act and such other documents as may be required by Section 314; and

          (6) if the Securities are to be convertible, a supplemental indenture conforming to the requirements of Section 314 of the Trust Indenture Act and such other documents as may be required by Section 314.

          In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee) reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

          The Trustee shall have the right to decline to authenticate and deliver any Subordinated Securities under this section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustees, executive committee or a trust committee of directors or trustees shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Subordinated Securities, this Subordinated Indenture or otherwise.

     SECTION 2.05. Execution of Subordinated Securities . The Subordinated Securities shall be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, and Vice President, the Secretary, any Assistant Secretary, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Subordinated Securities as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Subordinated Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Subordinated Security executed by the Company shall be conclusive evidence that the Subordinated Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Subordinated Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Subordinated Security or in the text thereof shall not affect the validity or enforceability of such Subordinated Security if it has been duly authenticated and delivered by the Trustee.

     In case any officer of the Company who shall have signed any of the Subordinated Securities (manually or in facsimile) shall cease to be such officer before the Subordinated Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Subordinated Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Subordinated Securities had not ceased to be such officer of the Company. Also, any Subordinated Security may be signed on behalf of the Company by such Persons as on the actual date of execution of such Subordinated Security shall be the proper officers of the Company, although at the date of the execution of this Subordinated Indenture or on the nominal date of such Subordinated Security any such Person was not such officer.

     SECTION 2.06. Certificate of Authentication . Only such Subordinated Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Subordinated Indenture or be valid or obligatory for any purpose. The execution of such certificate by the Trustee upon any Subordinated Security executed by the Company shall be conclusive evidence that the Subordinated Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Subordinated Indenture.

     SECTION 2.07. Denominations; Payment of Interest on Subordinated Securities .

     (a) The Subordinated Securities of each series may be issued as Registered Subordinated Securities in denominations all as shall be specified as contemplated by Section 2.03. In the absence of such provisions with respect to the Registered Subordinated Securities of any series, the Subordinated Securities of such series (other than any Registered Global Subordinated Securities) shall be issued in denominations of $1,000 (or €1,000, as applicable) and any integral multiple thereof. The Subordinated Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Company executing the same may determine with the approval of the Trustee, as evidenced by the execution and authentication thereof.

     (b) If the Subordinated Securities of any series shall bear interest, each Subordinated Security of such series shall bear interest from the applicable date at the rate per annum specified in the Officer’s Certificate or Supplemental Subordinated Indenture with respect to such series of Subordinated Securities. Unless otherwise specified in the Officer’s Certificate or Supplemental Subordinated Indenture with respect to the Subordinated Securities of any series, interest on the Subordinated Securities of such series shall be computed on the basis of a 360–day year of twelve 30–day months. Such interest shall be payable on the Interest Payment Dates specified in the Officer’s Certificate or Supplemental Subordinated Indenture with respect to such series of Subordinated Securities. The Person in whose name any Subordinated Security (or one or more Predecessor Subordinated Securities) is registered at the close of business on the applicable

Record Date for the series of which such Subordinated Security is a part shall be entitled to receive the interest payable thereon on such Interest Payment Date notwithstanding the cancellation of such Subordinated Security upon any transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date unless such Subordinated Security shall have been called for redemption on a Redemption Date which is subsequent to such Record Date and prior to such Interest Payment Date or unless the Company shall default in the payment of interest due on such Interest Payment Date on any Subordinated Security of such series.

     Any interest on any Subordinated Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “ Defaulted Interest ”) shall forthwith cease to be payable to the registered Holder on the relevant Record Date solely by virtue of such Holder having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest on the Subordinated Securities of any series to the Persons in whose names such Subordinated Securities (or their respective Predecessor Subordinated Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Subordinated Security and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this subsection provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first–class postage prepaid, to each Holder of a Subordinated Security of such series at such Holder’s address as it appears in the Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Subordinated Securities of such series are registered on such Special Record Date and shall no longer be payable pursuant to the following subsection (2).

     (2) The Company may make payment of any Defaulted Interest on the Subordinated Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Subordinated Securities may be listed and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this subsection, such payment shall be deemed practicable by the Trustee.

     Interest on Subordinated Securities of any series that bear interest may be paid by mailing a check to the address of the person entitled thereto as such address shall appear in the Register.

     Subject to the foregoing provisions of this Section 2.07, each Subordinated Security delivered under this Subordinated Indenture upon transfer of or in exchange for or in lieu of any other Subordinated Security shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Subordinated Security and each such Subordinated Security shall bear interest from such date, such that neither gain nor loss in interest shall result from such transfer, exchange or substitution.

     SECTION 2.08. Registration, Transfer and Exchange of Subordinated Securities . Except as specifically otherwise provided herein with respect to Registered Global Subordinated Securities, Subordinated Securities of any series may be exchanged for a like aggregate principal amount of Subordinated Securities of the same series of other authorized denominations. Subordinated Securities to be exchanged shall be surrendered at the offices or agencies to be maintained in accordance with the provisions of Section 4.03 and the Company shall execute the Subordinated Security or Subordinated Securities, and the Trustee shall authenticate and deliver in exchange therefor the Subordinated Security or Subordinated Securities which the Subordinated Securityholder making the exchange shall be entitled to receive.

     The Company shall cause the Trustee to keep or cause to be kept, at one or more of the offices or agencies to be maintained by the Trustee in accordance with the provisions of Section 4.03 with respect to the Subordinated Securities of each series, the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Subordinated Securities of such series and the transfer of Registered Subordinated Securities of such series as in this Article provided. The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Register shall be open for inspection by the Trustee and any registrar of the Subordinated Securities of such series other than the Trustee. Upon due presentment for transfer of any Subordinated Security of any series at the offices or agencies of the Company to be maintained in accordance with Section 4.03 with respect to the Registered Subordinated Securities of such series, the Company shall execute a new Subordinated Security and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Subordinated Security or Registered Subordinated Securities of the same series for a like aggregate principal amount of authorized denominations. Notwithstanding any other provisions of this Section 2.08, unless and until it is exchanged in whole or in part for Registered Subordinated Securities in definitive form, a Global Subordinated Security representing all or a portion of the Registered Subordinated Securities of a series may not be transferred except as a whole by the Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such series or a nominee of such successor Depository.

     At the option of the Holder thereof, Registered Subordinated Securities of any series (other than a Registered Global Subordinated Security, except as set forth below) may be exchanged for a Registered Subordinated Security or Registered Subordinated Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon

surrender of such Registered Subordinated Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.03 and upon payment, if the Company shall so require, of the charges hereinafter provided. All Subordinated Securities surrendered upon any exchange or transfer provided for in this Subordinated Indenture shall be promptly cancelled and disposed of by the Trustee, and the Trustee shall deliver a certificate of disposition thereof to the Company.

     All Registered Subordinated Securities of any series presented or surrendered for exchange, transfer, redemption, conversion or payment shall, if so required by the Company or any registrar of the Subordinated Securities of such series, be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company and such registrar, duly executed by the registered Holder or by such Person’s attorney duly authorized in writing.

     No service charge shall be made for any exchange or registration of transfer of Subordinated Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

     The Company shall not be required to exchange or transfer (a) any Subordinated Securities of any series during a period beginning at the opening of business 15 days before the day of the first publication or the mailing (if there is no publication) of a notice of redemption of Subordinated Securities of such series and ending at the close of business on the day of such publication or mailing or (b) any Subordinated Securities called or selected for redemption in whole or in part, except, in the case of Subordinated Securities called for redemption in part, the portion thereof not so called for redemption in whole or in part or during a period beginning at the opening of business on any Record Date for such series and ending at the close of business on the relevant Interest Payment Date therefor.

     SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Subordinated Securities . In case any temporary or definitive Subordinated Security shall be mutilated, defaced, destroyed, lost or stolen, the Company in its discretion may execute and, upon the written request of any officer of the Company, the Trustee shall authenticate and delivery, a new Subordinated Security of the same series, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Subordinated Security, or in lieu of and in substitution for the Subordinated Security so destroyed, lost or stolen. In every case the applicant for a substitute Subordinated Security shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Subordinated Security and of the ownership thereof, and in the case of mutilation or defacement shall surrender the Subordinated Security to the Trustee or such agent.

     Upon the issuance of any substitute Subordinated Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) or its agent connected therewith. In case any Subordinated Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Company may instead of issuing a substitute Subordinated Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Subordinated Security, if the applicant for such payment shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and to the Trustee and any agent of the Company or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Subordinated Security and of the ownership thereof.

     Every substitute Subordinated Security of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Subordinated Security is

destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Subordinated Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Subordinated Indenture equally and proportionately with any and all other Subordinated Securities of such series duly authenticated and delivered hereunder. All Subordinated Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Subordinated Securities and shall preclude any and all other rights or remedies notwithstanding any law or statue existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

     SECTION 2.10. Cancellation and Destruction of Surrendered Subordinated Securities . All Subordinated Securities surrendered for payment, redemption, transfer, conversion or exchange, or for credit against any payment in respect of a sinking or analogous fund, if any, shall, if surrendered to the Company, the Trustee or any agent of the Company or of the Trustee, be delivered to the Trustee, and the same, together with Subordinated Securities surrendered to the Trustee for cancellation, shall be canceled by it and thereafter disposed of by it as directed by the Company, and no Subordinated Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Subordinated Indenture. The Trustee shall destroy canceled Subordinated Securities and deliver a certificate of destruction thereof to the Company unless by an Officer’s Certificate of the Company, the Company shall direct that canceled Subordinated Securities be returned to it. If the Company shall purchase or otherwise acquire any of the Subordinated Securities, however, such purchase or acquisition shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Subordinated Securities unless and until the Company, at its option shall deliver or surrender the same to the Trustee for cancellation.

     SECTION 2.11. Temporary Subordinated Securities . Pending the preparation of definitive Subordinated Securities of any series, the Company may execute and the Trustee shall authenticate and deliver temporary Subordinated Securities of such series which are printed, lithographed, typewritten or otherwise produced, in each case satisfactory to the Trustee. Temporary Subordinated Securities of any series shall be issuable as Registered Subordinated Securities without coupons, and substantially in the form of the definitive Subordinated Securities of such series but with such appropriate omissions, insertions, substitutions and other variations as the officers executing such Subordinated Securities may determine, as evidenced by their execution of such Subordinated Securities. Every such temporary Subordinated Security shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Subordinated Securities. If temporary Subordinated Securities are issued, the Company will cause definitive Subordinated Securities to be prepared without unreasonable delay. After the preparation of definitive Subordinated Securities, the temporary Subordinated Securities of such series shall be exchangeable for definitive Subordinated Securities upon surrender of the temporary Subordinated Securities without charge to the Holder at the offices or agencies to be maintained by the Trustee as provided in Section 4.03 with respect to the Subordinated Securities of such series.

Upon surrender for cancellation of any one or more temporary Subordinated Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange for such temporary Subordinated Securities an equal aggregate principal amount of definitive Subordinated Securities of such series. Until so exchanged, the temporary Subordinated Securities of any series shall in all respects be entitled to the benefits of this Subordinated Indenture and interest thereon, when and as payable, shall be paid to the registered owners thereof.

     SECTION 2.12. Subordinated Securities in Global Form; Depositories . (a) Each Registered Global Subordinated Security shall: (i) represent and be denominated in an aggregate amount equal to the aggregate principal amount of the Subordinated Securities of the series to be represented by such Registered Global Subordinated Security, (ii) be registered in the name of either the Depository for such Registered Global Subordinated Security or the nominee of such Depository, (iii) be delivered by the Trustee to such Depository or pursuant to such Depository’s written instruction and (iv) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Subordinated Securities in definitive form, this Registered Global Subordinated Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any nominee to a successor Depository or a nominee of any successor Depository.” The notation of the record owner’s interest in such Registered Global Subordinated Security upon the original issuance thereof shall be deemed to be delivery in connection with the original issuance of each beneficial owner’s interest in such Registered Global Subordinated Security. Without limiting the foregoing, the Company and the Trustee shall have no responsibility, obligation or liability with respect to: (x) the maintenance, review or accuracy of the records of the Depository or of any of its participating organizations with respect to any ownership interest in or payments with respect to such Registered Global Subordinated Security, (y) any communication with or delivery of any notice (including notices of redemption) with respect to the series of Subordinated Securities represented by the Registered Global Subordinated Security to any Person having any ownership interest in such Registered Global Subordinated Security or to any of the Depository’s participating organizations or (z) any payment made on account of any beneficial ownership interest in such Registered Global Subordinated Security.

     (b) If any Subordinated Security of a series is issuable in the form of a Registered Global Subordinated Security or Subordinated Securities, each such Registered Global Subordinated Security may provide that it shall represent the aggregate amount of Outstanding Subordinated Securities of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Subordinated Securities of such series represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a

Registered Global Subordinated Security to reflect the amount of Outstanding Subordinated Securities of a series represented thereby shall be made by the Trustee and in such manner as shall be specified on such Registered Global Subordinated Security. Any instructions by the Company with respect to a Registered Global Subordinated Security, after its initial issuance, shall be in writing but need not comply with Section 13.03 of this Subordinated Indenture.

     (c) Each Depository designated pursuant to the provisions of Section 2.03 of this Subordinated Indenture for a Registered Global Subordinated Security must, at the time of its designation and at all times while it serves as a depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation. If at any time the Depository for the Subordinated Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Subordinated Securities of such series or if at any time the Depository for the Subordinated Securities of such series shall no longer be eligible under this Section 2.12, the Company shall appoint a successor Depository with respect to the Subordinated Securities of such series. If a successor Depository for the Subordinated Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or learns of such ineligibility, the Company shall execute and the Company shall direct the Trustee to authenticate and deliver definitive Subordinated Securities of such series in authorized denominations in exchange for the Registered Global Subordinated Security or Subordinated Securities. Upon receipt of such direction, the Trustee shall thereupon authenticate and deliver the definitive Subordinated Securities of such series in the same aggregate principal amount as the Registered Global Subordinated Security or Subordinated Securities representing such series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12, without any further corporate action by the Company.

     (d) The Company may at any time and in its sole discretion determine that the Registered Subordinated Securities of any series issued in the form of one or more Registered Global Subordinated Securities shall no longer be represented by such Registered Global Subordinated Security or Subordinated Securities. In such event, the Company will execute and upon receipt of a written order from the Company, the Trustee shall thereupon authenticate and deliver Subordinated Securities of such series in definitive form and in authorized denominations in an aggregate principal amount equal to the principal amount of the Registered Global Subordinated Security or Subordinated Securities representing such series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12 without any further corporate action by the Company.

     (e) Upon any exchange hereunder of the Registered Global Subordinated Security or Subordinated Securities for Subordinated Securities in definitive form, such Registered Global Subordinated Security or Subordinated Securities shall be canceled by the Trustee. Registered Subordinated Securities issued hereunder in exchange for the Registered Global Subordinated Security or Subordinated Securities shall be registered in such names and in such authorized denominations as the Depository for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such definitive Subordinated Securities in exchange for the Registered Global Subordinated Security or Subordinated Securities to the persons in whose name such

definitive Subordinated Securities have been registered in accordance with the directions of the Depository.

     (f) Any time the Registered Subordinated Securities of any series are not in the form of Registered Global Subordinated Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certified Registered Subordinated Securities without the legend required by this Section 2.12 and the Trustee agrees to hold such Registered Subordinated Securities in safekeeping until authenticated and delivered pursuant to the terms of this Subordinated Indenture.

     If established by the Company pursuant to Section 2.03 with respect to any Registered Global Subordinated Security, the Depository for such Registered Global Subordinated Security may surrender such Registered Global Subordinated Security in exchange in whole or in part for Subordinated Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

     (i) to the Person specified by such Depository new Registered Subordinated Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Subordinated Security; and

     (ii) to such Depository a new Registered Global Subordinated Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Subordinated Security and the aggregate principal amount of Registered Subordinated Securities authenticated and delivered pursuant to clause (i) above.

     Registered Subordinated Securities issued in exchange for a Registered Global Subordinated Security pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depository for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Subordinated Securities to or as directed by the Persons in whose names such Subordinated Securities are so registered.

     All Subordinated Securities issued upon any transfer or exchange of Subordinated Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Subordinated Securities surrendered upon such transfer or exchange.

     SECTION 2.13. CUSIP Numbers . The Company in issuing the Subordinated Securities may use “CUSIP” and “CINS” numbers (if then generally in use), and the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders and no representation shall be made as to the correctness of such numbers either as printed on the Subordinated Securities or as contained in any notice of redemption or exchange.

     SECTION 2.14. Series May Include Tranches . A series of Subordinated Securities may include one or more tranches (each a “ tranche ”) of Subordinated Securities, including Subordinated Securities issued in a Periodic Offering. The Subordinated Securities of different tranches may have one or more different terms, including authentication dates and public offering prices, but all the Subordinated Securities within each such tranche shall have identical terms, including authentication date and public offering price. Notwithstanding any other provisions of this Subordinated Indenture, with respect to Sections 2.05 through 2.12, 3.01 through 3.06, 4.03, 6.01 through 6.12, 10.02 and 11.01 through 11.05, if any series of Subordinated Securities includes more than one tranche, all provisions of such sections applicable to any series of Subordinated Securities shall be deemed equally applicable to each tranche of any series of Subordinated Securities in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to Section 2.03. In particular, and without limiting the scope of the next preceding sentence, any of the provisions of such sections which provide for or permit action to be taken with respect to a series of Subordinated Securities shall also be deemed to provide for and permit such action to be taken instead only with respect to Subordinated Securities of one or more tranches within that series (and such provisions shall be deemed satisfied thereby), even if no comparable action is taken with respect to Subordinated Securities in the remaining tranches of that series.

ARTICLE THREE

REDEMPTION OF SUBORDINATED SECURITIES AND SINKING FUNDS

     SECTION 3.01. Applicability of Article . The provisions of this Article shall be applicable to the Subordinated Securities of any series which are redeemable before their Stated Maturity or to any sinking fund for the retirement of Subordinated Securities of a series except as otherwise specified as contemplated by Section 2.03 for Subordinated Securities of such series.

     SECTION 3.02. Notice of Redemption; Partial Redemptions . Notice of redemption to the Holders of Registered Subordinated Securities of any series to be redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Subordinated Securities of such series at their last addresses as they shall appear upon the Register.

Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Subordinated Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of such Subordinated Security of such series.

     The notice of redemption to each such Holder shall specify the principal amount of each Subordinated Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Subordinated Securities, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Subordinated Security of a series is to be redeemed in part only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Subordinated Security, a new Subordinated Security or Subordinated Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

     The notice of redemption of Subordinated Securities of any series to be redeemed at the option of the Company shall be given by the Company or, at the Company’s request delivered to the Trustee at least five Business Days prior to the intended date of mailing to the Holders, by the Trustee in the name and at the expense of the Company.

     On or before the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and holder in trust as provided in Section 4.05) an amount of money sufficient to redeem on the redemption date all the Subordinated Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Company will deliver to the Trustee at least 70 days prior to the date fixed for redemption, or such shorter period as shall be acceptable to the Trustee, an Officer’s Certificate stating the aggregate principal amount of Subordinated Securities to be redeemed. In case of a redemption at the election of the Company prior to the expiration of any restriction on such redemption, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officer’s Certificate stating that such restriction has been complied with.

     If less than all the Subordinated Securities of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, in its sole discretion, Subordinated Securities of such series to be redeemed in whole or in part. Subordinated

Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Subordinated Securities of such series or any multiple thereof. The Trustee shall promptly notify the Company in writing of the Subordinated Securities of such series selected for redemption and, in the case of any Subordinated Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Subordinated Indenture, unless the context otherwise requires, all provisions relating to the redemption of Subordinated Securities of any series shall relate, in the case of any Subordinated Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Subordinated Security which has been or is to be redeemed.

     SECTION 3.03. Payment of Subordinated Securities Called for Redemption . If notice of redemption has been given as above provided, the Subordinated Securities or portions of Subordinated Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Company shall default in the payment of such Subordinated Securities at the redemption price, together with interest accrued to said date) interest on the Subordinated Securities or portions of Subordinated Securities so called for redemption shall cease to accrue, and, except as provided in Sections 7.05 and 11.04, such Subordinated Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Subordinated Indenture, and the Holders thereof shall have no right in respect of such Subordinated Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Subordinated Securities at a place of payment specified in said notice, said Subordinated Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided, that payment of interest becoming due on or prior to the date fixed for redemption shall be payable to the Holder of such Registered Subordinated Securities registered as such on the relevant record date, subject to the terms and provisions of Section 2.03 and 2.07 hereof.

     If any Subordinated Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Subordinated Security) borne by such Subordinated Security.

     Upon presentation of any Subordinated Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Subordinated Security or Subordinated Securities

of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Subordinated Security so presented.

     SECTION 3.04. Exclusion of Certain Subordinated Securities From Eligibility for Selection for Redemption . Subordinated Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

     SECTION 3.05. Mandatory and Optional Sinking Funds . The minimum amount of any sinking fund payment provided for by the terms of the Subordinated Securities of any series is herein referred to as a “ mandatory sinking fund payment, ” and any payment in excess of such minimum amount provided for by the terms of the Subordinated Securities of any series herein referred to as an “ optional sinking fund payment. ” The date on which a sinking fund payment is to be made is herein referred to as the “ sinking fund payment date. ”

     In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Subordinated Securities in cash, the Company may at its option (a) deliver to the Trustee Subordinated Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Company or receive credit for Subordinated Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Subordinated Securities of such series (not previously so credited) redeemed by the Company through any optional redemption provision contained in the terms of such series. Subordinated Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Subordinated Securities.

     On or before the 60 ^th day next preceding each sinking fund payment date for any series, the Company will deliver to the Trustee an Officer’s Certificate (which need not contain the statements required by Section 13.03) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Subordinated Securities of such series and the basis for such credit, (b) stating that none of the Subordinated Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Subordinated Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee the

Company shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such 60 ^th day, to deliver such Officer’s Certificate and Subordinated Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Subordinated Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or a lesser sum in United States Dollars (or the equivalent thereof in any Foreign Currency or ECU) if the Company shall so request with respect to the Subordinated Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Subordinated Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 (or the equivalent thereof in any Foreign Currency or ECU) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency or ECU) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Subordinated Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Subordinated Securities of such series (or portions thereof) so selected. Subordinated Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such Officer’s Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Subordinated Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Subordinated Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Subordinated Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the Stated Maturity date of the Subordinated Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Subordinated Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Subordinated Securities of such series at its Stated Maturity.

     On or before each sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for

redemption on Subordinated Securities to be redeemed on the next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Subordinated Securities of a series with sinking fund moneys or give any notice of redemption of Subordinated Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Subordinated Securities or of any Event of Default except that, where the giving of notice of redemption of any Subordinated Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Subordinated Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default be deemed to have been collected under Article 5 and held for the payment of all such Subordinated Securities. In case such Event of Default shall have been waived as provided in Section 6.09 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Subordinated Securities.

ARTICLE FOUR

PARTICULAR COVENANTS OF THE COMPANY

     SECTION 4.01. Payment of Principal of and Interest on Subordinated Securities . The Company covenants that it will duly and punctually pay or cause to be paid the principal of and any interest and premium on each of the Subordinated Securities in accordance with the terms of the Subordinated Securities and this Subordinated Indenture. Except with respect to any Registered Global Subordinated Securities, if the Subordinated Securities of any series bear interest, each installment of interest on the Subordinated Securities of such series may, at the option of the Company, be paid by mailing a check or checks for such interest payable to the Person entitled thereto pursuant to Section 2.07 to the address of such Person as it appears on the Register of such series on the applicable Record Date for such interest payment. The interest, if any, on Registered Securities (together with any addi