First Supplemental Indenture

Exhibit 4.2

Execution Version

PRUDENTIAL FINANCIAL, INC.

TO

THE BANK OF NEW YORK

Trustee

First Supplemental Indenture

Dated as of June 17, 2008

8.875% Fixed-to-Floating Rate Junior Subordinated Notes due 2068

TABLE OF CONTENTS

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FIRST SUPPLEMENTAL INDENTURE

First Supplemental Indenture, dated as of June 17, 2008 (the “ Supplemental Indenture ”), between Prudential Financial, Inc., a New Jersey corporation (the “ Company ”), having its principal office at 751 Broad Street, Newark, New Jersey 07102, and The Bank of New York, a national banking association, as trustee (hereinafter called the “ Trustee ”).

RECITALS OF THE COMPANY

The Company and the Trustee executed and delivered an indenture, dated as of June 17, 2008 (the “ Indenture ”), to the Trustee to provide for the future issuance of the Company’s subordinated debt securities, to be issued from time to time in one or more series as might be determined by the Company under the Indenture.

Section 901 of the Indenture provides that the Company and the Trustee, without the consent of any Holder, may enter into a supplemental indenture to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 thereof.

Pursuant to the terms of the Indenture, the Company desires to provide for the establishment, authentication and issuance of a new series of its Securities, the form and terms thereof, as hereinafter set forth.

The Company has requested that the Trustee execute and deliver this Supplemental Indenture. The Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate pursuant to Sections 102 and 903 of the Indenture to the effect, among other things, that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this Supplemental Indenture have been complied with. 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 Notes (as herein defined) by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE ONE

Definitions

Section 1.01 Definitions

For all purposes of this Supplemental Indenture, except as otherwise expressly provided herein or unless the context otherwise requires:

(a) the terms defined in the Indenture have the same meanings when used in this Supplemental Indenture unless otherwise defined 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) any reference to an Article, Section, other subdivision or Exhibit refers to an Article, Section or other subdivision of, or Exhibit to, this Supplemental Indenture; and

(d) 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.

In addition, the following terms used in this Supplemental Indenture have the following respective meanings:

“ Applicable Spread ” means (i) in the case of a redemption of all outstanding Notes in connection with a Tax Event or Rating Agency Event, 0.875%, and (ii) in all other cases, 0.750%.

“ Business Day ” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed, (iii) a day on which the Corporate Trust Office is closed for business or (iv) on or after June 15, 2018, a day that is not a London Banking Day.

“ Business Combination ” means a merger, consolidation, amalgamation, binding share exchange or conveyance, transfer or lease of assets substantially as an entirety to any other Person or a similar transaction involving the Company.

“ Calculation Agent ” means, with respect to the Notes, The Bank of New York, or any other firm appointed by the Company, acting as calculation agent in respect of the Notes.

“ Commercially Reasonable Efforts ” to sell Qualifying Capital Securities means commercially reasonable efforts to complete the offer and sale of Qualifying Capital Securities to third parties other than Subsidiaries in public offerings or private placements; provided that the Company shall 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 to pricing, coupon or dividend rate considerations.

“ Common Equity Issuance Cap ” has the meaning specified in Section 2.06(a)(i).

“ Common Stock ” means (i) shares of the Company’s common stock, including common stock issued pursuant to any dividend reinvestment plan or the Company’s employee benefit plans, (ii) a security of the Company ranking upon the Company’s liquidation, dissolution or winding up junior to Qualifying Preferred Stock and pari passu with the common stock that tracks the performance of, or relates to the

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results of, a business, unit or division of the Company or its Subsidiaries, and (iii) any securities that have no preference in the payment of dividends or amounts payable upon liquidation, dissolution and winding up and are issued in exchange for the securities described in clause (i) or (ii) above in connection with a merger, consolidation, binding share exchange, business combination, recapitalization or other similar event.

“ Company ” has the meaning specified in the Recitals.

“ Current Market Price ” means, with respect to the Common Stock on any date, (i) the closing sale price per share of Common Stock (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 (a) as reported in composite transactions by the New York Stock Exchange or (b) if the Common Stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Common Stock is traded or quoted or (ii) if the Common Stock is not so traded or quoted, the average of the mid-point of the last bid and ask prices for the shares of Common Stock on such date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“ Cut-off Date ” with respect to any Repayment Date means a date, selected by the Company, no more than 15 and no less than 10 Business Days prior to such Repayment Date.

“ Deferral Period ” means the period commencing on an Interest Payment Date with respect to which the Company defers interest pursuant to Section 2.05 and ending on the earlier of (i) the tenth anniversary of that Interest Payment Date and (ii) the next Interest Payment Date on which the Company has paid all deferred and unpaid amounts (including compound interest on such deferred interest) and all other accrued interest on the 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 of the relevant securities, where applicable) that the Company has received during the 180 days prior to such Interest Payment Date from the issuance or sale of Qualifying APM Securities, up to the Preferred Stock Issuance Cap in the case of Qualifying APM Securities that are Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, to Persons that are not Subsidiaries.

“ Final Maturity Date ” has the meaning specified in Section 2.02(b).

“ Fixed Commitments ” means, as of any date, the maximum number of shares of Common Stock that can be issued on or after such date under options, warrants, convertible securities, equity-linked contracts and other agreements of any type that are outstanding or existing on such date and require the Company to issue a determinable number of shares of Common Stock.

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“ Fixed-Rate Interest Payment Date ” has the meaning specified in Section 2.04(b).

“ Fixed-Rate Interest Period ” means the period beginning on and including the date hereof and ending on but excluding the first Fixed-Rate Interest Payment Date thereafter and each successive period beginning on and including a Fixed-Rate Interest Payment Date and ending on but excluding the next Fixed-Rate Interest Payment Date.

“ Floating-Rate Interest Payment Date ” shall have the meaning specified in Section 2.04(b).

“ Floating-Rate Interest Period ” means the period beginning on and including June 15, 2018 and ending on but excluding the next Floating-Rate Interest Payment Date and each successive period beginning on and including a Floating-Rate Interest Payment Date and ending on but excluding the next Floating-Rate Interest Payment Date.

“ Indenture ” has the meaning specified in the Recitals.

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

“ Interest Period ” means a Fixed-Rate Interest Period or a Floating-Rate Interest Period, as the case may be.

“ LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Floating-Rate Interest Period.

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

“ Make-Whole Redemption Price ” means, with respect to a redemption of the Notes in whole or in part prior to June 15, 2018, the present value of a principal payment on June 15, 2018 and scheduled payments of interest that would have accrued from the Redemption Date to June 15, 2018 on the Notes being redeemed, discounted 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 (as determined and provided to the Company by the Treasury Dealer) plus the Applicable Spread, plus any accrued and unpaid interest to the Redemption Date.

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

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“ Market Disruption Event ” means, with respect to the issuance or sale of Qualifying Capital Securities pursuant to Section 2.02 or Qualifying APM Securities pursuant to Section 2.06, the occurrence or existence of any of the following events or set of circumstances:

(i) 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 APM Securities pursuant to Section 2.06 or to issue Qualifying Capital Securities pursuant to Section 2.02, 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;

(ii) trading in securities generally, or in shares of the Company’s Common Stock specifically, on the New York Stock Exchange or any other national securities exchange, or in the over-the-counter market on which the Company’s Common 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 United States Securities and Exchange Commission, the relevant exchange or by any other regulatory body or governmental agency having jurisdiction and the establishment of such minimum prices shall have materially disrupted trading in, and the issuance and sale of, the Company’s Common Stock;

(iii) a banking moratorium shall have been declared by the federal or state authorities of the United States such that the issuance of, or market trading in, the Qualifying APM Securities or the Qualifying Capital Securities, as applicable, has been materially disrupted or ceased;

(iv) a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States such that the issuance of, or market trading in, the Qualifying APM Securities or the Qualifying Capital Securities, as applicable, has been materially disrupted or ceased;

(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 such that the issuance of, or market trading in, the Qualifying APM Securities or the Qualifying Capital Securities, as applicable, has been materially disrupted or ceased;

(vi) there shall have occurred such a material adverse change in general domestic or international economic, political or financial conditions (including, without limitation, as a result of terrorist activities or the effect of international conditions on the financial markets in the United States) such that trading in the Qualifying APM Securities or Qualifying Capital Securities, as the case may be, shall have been materially disrupted or ceased;

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(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 applicable, 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 (x) 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 (y) the disclosure relates to a previously undisclosed proposed or pending material business transaction, and the Company has a bona fide reason for keeping the same confidential or its disclosure would impede the Company’s ability to consummate the transaction, provided that no single suspension period contemplated by this clause (vii) shall exceed 90 consecutive days and multiple suspension periods contemplated by this clause (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 United States Securities and Exchange Commission (for reasons other than those referred to in clause (vii) above), and the Company determines it is unable to comply with such rule or regulation or such compliance is impracticable, provided that no single suspension period contemplated by this clause (viii) shall exceed 90 consecutive days and multiple suspension periods contemplated by this clause (viii) shall not exceed an aggregate of 180 days in any 360-day period.

“ Notes ” has the meaning specified in Section 2.01(a).

“ Pari Passu Securities ” means debt securities of the Company that rank in right of payment upon liquidation of the Company on a parity with the Notes, and includes the Notes.

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

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

“ Preferred Stock Issuance Cap ” has the meaning specified in Section 2.06(a)(ii).

“ Qualifying APM Securities ” means Common Stock, Qualifying Preferred Stock, Qualifying Warrants and Mandatorily Convertible Preferred Stock, provided that the Company may amend this definition without the consent of any Holder of the Notes in accordance with Section 2.06(e).

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

“ Qualifying Preferred Stock ” means the Company’s non-cumulative perpetual Preferred Stock that (i) ranks pari passu with or junior to all other outstanding Preferred Stock, other than Preferred Stock that is issued or issuable pursuant to a stockholders’ rights plan or similar plan or arrangement, (ii) contains no remedies other than Permitted Remedies and (iii)(a) is redeemable, but is subject to Intent-Based Replacement Disclosure, and has a provision that provides for mandatory suspension of distributions upon its failure to satisfy one or more financial tests set forth therein or (b) is subject to a Qualifying Replacement Capital Covenant.

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

“ Qualifying Warrants ” means any net share-settled warrants to purchase Common Stock that have an exercise price at the time of pricing greater than the Current Market Price and that the Company is not entitled to redeem for cash and the holders of which are not entitled to require the Company to purchase for cash in any circumstances.

“ Rating Agency Event ” means that 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 (a “ rating agency ”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Notes, which amendment, clarification or change results in:

(i) the shortening of the length of time the Notes are assigned a particular level of equity credit by that rating agency as compared to the length of time they would have been assigned that level of equity credit by that rating agency or its predecessor on the issue date of the Notes, or

(ii) the lowering of the equity credit (including up to a lesser amount) assigned to the Notes by that rating agency as compared to the equity credit assigned by that rating agency or its predecessor on the issue date of the Notes.

“ Repayment Date ” means the Scheduled Maturity Date, each Floating-Rate Interest Payment Date thereafter until the Company shall have repaid or redeemed all of the Notes and, to the extent that any principal is repaid thereon, the Final Maturity Date.

“ Replacement Capital Covenant ” means the Replacement Capital Covenant, dated as of June 17, 2008, of the Company, as the same may be amended or supplemented from time to time in accordance with the provisions thereof and Section 2.02(a)(vii).

“ Reuters Page LIBOR01 ” means the display so designated on the Reuters 3000 Xtra (or such other page as may replace that page on that service, or such other service as may be nominated by the Company as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered Rate for U.S. dollar deposits).

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“ Scheduled Maturity Date ” has the meaning specified in Section 2.02(a)(i).

“ Share Cap Amount ” has the meaning specified in Section 2.06(a)(iii).

“ Supplemental Indenture ” means this instrument as originally executed or as it from time to time may be supplemented or amended by one or more agreements supplemental hereto.

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

(i) amendment to or change (including any officially announced proposed 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 effective on or after the date hereof;

(ii) official administrative decision or judicial decision or administrative action or other official pronouncement (including a private letter ruling, technical advice memorandum or other similar pronouncement) by any court, government agency or regulatory authority interpreting or applying those laws or regulations that is announced on or after the date hereof; or

(iii) threatened challenge asserted in connection with an audit of the Company, or a threatened challenge asserted in writing against any taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes, which challenge is asserted against the Company or becomes publicly known on or after the date hereof,

there is more than an insubstantial increase in the risk that interest payable by the Company on the Notes is not, or within 90 days of the date of such opinion will not be, deductible by the Company, in whole or in part, for U.S. federal income tax purposes.

“ Three-Month LIBOR ” means, with respect to any Floating-Rate Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Floating-Rate Interest Period that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on the LIBOR Determination Date for that Floating-Rate Interest Period. If such rate does not appear on Reuters Page LIBOR01, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Floating-Rate Interest Period and in a principal amount of not less than $1,000,000 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 Floating-Rate Interest Period. The Calculation Agent will request the principal

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London office of each of these banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Floating-Rate Interest Period 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, Three-Month LIBOR with respect to that Floating-Rate Interest Period 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 Floating-Rate Interest Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Floating-Rate Interest Period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-Month LIBOR for that Floating-Rate Interest Period will be the same as Three-Month LIBOR as determined for the previous Floating-Rate Interest Period or, in the case of the first Floating-Rate Interest Period, 2.776%. The establishment of Three-Month LIBOR for each Floating-Rate Interest Period by the Calculation Agent shall (in the absence of manifest error) be final and binding.

“ Treasury Dealer ” means J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (or their successors) or, if J.P. Morgan Securities Inc. or Morgan Stanley & Co. Incorporated (or their successors) refuse to act as Treasury Dealer for the purpose of determining the Make-Whole Redemption Price or cease to be primary U.S. government securities dealers, another nationally recognized investment banking firm that is a primary U.S. government securities dealer specified by the Company to act as Treasury Dealer for the purpose of determining the Make-Whole Redemption Price.

“ Treasury Price ” means, with respect to a Redemption Date, the bid-side price for the Treasury Security as of the third trading day preceding the Redemption Date, as set forth in the Wall Street Journal in the table entitled “Treasury Bonds, Notes and Bills”, except that: (i) if that table (or any successor table) 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 are commercially reasonable under the circumstances.

“ Treasury Rate ” means, with respect to a Redemption Date, the semi-annual equivalent yield to maturity of the Treasury Security that corresponds to the Treasury Price (calculated by the Treasury Dealer 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 Notes being redeemed in a tender offer based on a spread to United States Treasury yields.

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ARTICLE TWO

General Terms and Conditions of the Notes

Section 2.01 Designation and Principal Amount

(a) Designation

Pursuant to Section 301 of the Indenture, there is hereby established a series of Securities of the Company designated as the 8.875% Fixed-to-Floating Rate Junior Subordinated Notes due 2068 (the “ Notes ”), the principal amount of which to be issued shall be in accordance with Section 2.01(b) and as set forth in a Company Order for the authentication and delivery of Notes pursuant to the Indenture, and the form and terms of which shall be as set forth hereinafter.

(b) Principal Amount; Additional Notes

Notes in an initial aggregate principal amount of $600,000,000, upon execution of this Supplemental Indenture, shall be executed by the Company and delivered to the Trustee, and the Trustee shall thereupon authenticate and deliver said Notes in accordance with a Company Order. At any time and from time to time after the date hereof, without the consent of any Holders of the Notes, the Company may execute and deliver additional Notes to the Trustee for authentication, together with a Company Order for the authentication and delivery of such additional Notes, so long as such additional Notes are fungible for U.S. tax purposes with the Notes issued as of the date of this Supplemental Indenture. Any additional Notes so issued shall be governed by this Supplemental Indenture and shall rank equally and ratably in right of payment with the Notes issued on the date of this Supplemental Indenture and, together with the Notes issued as of the date of this Supplemental Indenture, shall be treated as a single series of Notes for all purposes.

Section 2.02 Repayment

(a) Scheduled Maturity Date

(i) The principal amount of, and all accrued and unpaid interest on, the Notes shall be payable in full on June 15, 2038 or, if such day is not a Business Day, the following Business Day (the “ Scheduled Maturity Date ”), to the extent of the net proceeds received by the Company during the 180-day period ending on the Cut-off Date from the issuance of Qualifying Capital Securities as contemplated by Section 2.02(a)(iv). In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to Section 2.02(a)(v) in connection with the Scheduled Maturity Date, (x) the principal amount of Notes payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of Notes shall be repaid on the Scheduled Maturity Date

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pursuant to Article Five, and (z) subject to Section 2.02(a)(ii), the unpaid principal amount of the Notes shall remain outstanding. The Company shall repay the unpaid principal amount of the Notes on the immediately succeeding Floating-Rate Interest Payment Date to the extent of the net proceeds received by the Company during the 90-day period ending on the Cut-Off Date from the issuance of Qualifying Capital Securities as contemplated by Section 2.02(a)(iv), and to a like extent on each Floating-Rate Interest Payment Date thereafter until the Company has repaid the Notes in full, or such earlier date on which they are redeemed pursuant to Article Four or become due and payable pursuant to Sections 501 and 502 of the Indenture.

(ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to Section 2.02(a)(v) in connection with any Repayment Date following the Scheduled Maturity Date, (x) the principal amount of the Notes payable on such Repayment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount shall be repaid on such Repayment Date pursuant to Article Five to the extent of net proceeds received by the Company during the 90-day period ending on the Cut-Off Date from the issuance of Qualifying Capital Securities as contemplated by Section 2.02(a)(iv), and (z) the unpaid principal amount shall remain outstanding. The Company shall repay the unpaid principal amount of the Notes on the immediately succeeding Repayment Date to the extent of the net proceeds received by the Company during the 90-day period ending on the Cut-Off Date from the issuance of Qualifying Capital Securities as contemplated by Section 2.02(a)(iv), and on each Repayment Date thereafter to like extent until the Notes are paid in full, or such earlier date on which they are redeemed pursuant to Article Four or become due and payable pursuant to Sections 501 and 502 of the Indenture.

(iii) The obligation of the Company to repay the Notes pursuant to this Section 2.02(a) on any date prior to the Final Maturity Date shall be subject to (x) its obligations under Article Eleven of the Indenture to the holders of Senior Indebtedness and (y) its obligations under Section 2.05 with respect to the payment of deferred interest on the Notes.

(iv) Until the Company has repaid the Notes in full, or such earlier date on which the Notes are redeemed pursuant to Article Four or become due and payable pursuant to Sections 501 and 502 of the Indenture:

(A) the Company shall use Commercially Reasonable Efforts, subject to a Market Disruption Event, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during the 180-day period ending on the Cut-off Date to permit repayment of the Notes in full on the Scheduled Maturity Date pursuant to Section 2.02(a)(i); and

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(B) if the Company is unable for any reason to raise sufficient net proceeds from the issuance of Qualifying Capital Securities to permit repayment in full of the Notes on any Repayment Date (other than the Final Maturity Date), the Company shall continue to use its Commercially Reasonable Efforts, subject to a Market Disruption Event, to raise sufficient net proceeds from the sale of Qualifying Capital Securities during the 90-day period ending on each subsequent Cut-off Date to permit repayment of the Notes on such following Repayment Date pursuant to Section 2.02(a)(i); and

(C) the Company shall repay the Notes to the extent required by Section 2.02(a)(vi).

For the avoidance of doubt, the Company is not obligated to sell any securities other than Qualifying Capital Securities to raise net proceeds for repayment of the Notes pursuant to this Section 2.02(a), or to apply the proceeds of any such sale of other securities for repayment of the Notes pursuant to this Section 2.02(a), and no Holder of Notes may require the Company to issue any such other securities in satisfaction of its obligations under this Section 2.02(a).

(v) The Company, if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to Section 2.02(a)(iv) to permit repayment of the Notes in full on any Repayment Date (other than the Final Maturity Date) pursuant to Section 2.01(a)(i) or (ii), as applicable, shall deliver an Officers’ Certificate to the Trustee (who shall forward such certificate to each Holder of the Notes) on and dated the Cut-off Date stating the amount of net proceeds, if any, raised pursuant to Section 2.02(a)(iv) in connection with such Repayment Date. The Company shall not be obligated to sell Qualifying Capital Securities pursuant to Section 2.02(a)(iv) if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the entire 180-day period ending on the Cut-off Date or, in the case of any Repayment Date after the Scheduled Maturity Date, the entire 90-day period preceding the Cut-off Date; or (B) the Market Disruption Event continued for only part of the 180-day period or 90-day period, as the case may be, 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 Notes in full. In the event that the Company was unable, although no Market Disruption Event occurred, after Commercially Reasonable Efforts to raise sufficient net proceeds during the 180-day or 90-day period, as the case may be, to permit repayment of the Notes in full on such Repayment Date, the Company shall deliver an Officers’ Certificate that certifies the same to the Trustee (who shall forward such certificate to each Holder of the Notes) on the Cut-off Date. Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of Notes is to be repaid on the applicable Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 5.01 setting forth the principal amount of the Notes to be repaid on such Repayment Date, which amount shall be determined after giving effect to Section 2.02(a)(vi). In the event the Company fails to deliver an

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Officer’s Certificate to the Trustee in the manner described herein in connection with a Repayment Date, the Company shall be deemed to have confirmed that sufficient proceeds have been raised from an issuance of Qualifying Capital Securities, and all outstanding principal of the Notes will be due on such Repayment Date.

(vi) Payments in respect of the Notes on any Repayment Date will be applied as follows: first, to deferred interest on the Notes (including compounded interest thereon) to the extent of Eligible Proceeds raised pursuant to Section 2.06; second, to pay current interest on the Notes to the extent not paid from other sources; and third, to the principal amount of the Notes; provided that if the Company is obligated to sell Qualifying Capital Securities and repay principal on any outstanding Pari Passu Securities in addition to the Notes in respect thereof, then on any date and for any period, such payments shall be made on the Notes and those other Pari Passu Securities having the same scheduled maturity date as the Notes pro rata in accordance with their respective outstanding principal amounts, and no such payments shall be made to any other such Pari Passu Securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Notes have been paid in full, except to the extent permitted by Sections 3.01 and 2.06(c). If at any time the Company is obligated to sell Qualifying Capital Securities and repay principal on any outstanding Pari Passu Securities having an earlier scheduled maturity date in addition to the Notes, then no payment shall be made on the Notes until the principal of and all accrued and unpaid interest on such Pari Passu Securities having an earlier scheduled maturity date is paid in full. If the Company raises less than $5,000,000 of net proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 90-day period, the Company will not be required to repay any Notes on the Scheduled Maturity Date or the next Repayment Date, as applicable. On the next Repayment Date as of which the Company has raised at least $5,000,000 of net proceeds during the 180-day period (or, if shorter, the period beginning on the date on which the Company last repaid any principal amount of Notes) ending on the Cut-off Date, the Company shall be required to repay a principal amount of the Notes equal to the entire net proceeds from the sale of Qualifying Capital Securities during such 180-day or shorter period on such Repayment Date.

(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 or to what extent repayment, redemption or purchase of the Notes is permitted under the Replacement Capital Covenant, except with the consent of Holders of a majority in principal amount of the 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 Notes.

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(b) Final Maturity Date

The principal of, and all accrued and unpaid interest on, all outstanding Notes shall be due and payable on June 15, 2068 or, if such date is not a Business Day, the following Business Day (the “ Final Maturity Date ”), or upon acceleration following an Event of Default of the Notes as provided in Section 2.07, regardless of the amount of Qualifying Capital Securities the Company may have issued and sold by that time.

Section 2.03 Form

The Notes shall be substantially in the form of Exhibit A, shall include the Trustee’s certificate of authentication in the form required by Section 205 of the Base Indenture and shall be issued in fully registered definitive form without interest coupons.

The Notes initially are issuable solely as Global Securities and shall bear the legend required by Section 204 of the Indenture.

The Depositary for the Notes initially shall be the Depository Trust Company (or any successor thereto).

Section 2.04 Rate of Interest; Interest Payment Dates

(a) Rate of Interest; Accrual

The Notes shall bear interest on their principal amount: (i) from and including June 17, 2008, to but excluding, June 15, 2018, at the rate of 8.875% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, and (ii) from and including June 15, 2018 to but excluding the Final Maturity Date or such earlier date of repayment at an annual rate equal to Three-Month LIBOR plus 5.0%, computed on the basis of a 360-day year and the actual number of days elapsed. Defaulted Interest and interest deferred pursuant to Section 2.05 will bear interest, to the extent permitted by law, at the interest rate in effect from time to time provided in this Section 2.04(a), from and including the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date.

(b) Interest Payment Dates

Subject to Section 2.05, accrued interest on the Notes shall be payable (i) semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2008, or if any such day is not a Business Day, the next Business Day (but no interest will accrue as a result of that postponement) and ending on June 15, 2018 (each such date, a “ Fixed-Rate Interest Payment Date ”), to the Holders of the Notes on the immediately preceding June 1 or December 1, as the case may be, and (ii) quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each such date, a “ Floating-Rate Interest Payment Date ”), beginning on September 15, 2018, or if any such day is not a Business Day, the next Business Day, or if such Business Day is in the immediately succeeding calendar month, the immediately preceding Business Day, to the Holders of the Notes on the immediately preceding March 1, June 1, September 1 or December 1, as the case may be. We refer to each Floating-Rate Interest Payment Date and each Fixed-Rate Interest Payment Date as an “ Interest Payment Date ”.

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Section 2.05 Interest Deferral

(a) Option to Defer Interest Payments

(i) The Company shall have the right, at any time and from time to time, to defer the payment of interest on the Notes for one or more consecutive Interest Periods that do not exceed ten years for any single Deferral Period, provided that no Deferral Period shall extend beyond the Final Maturity Date, any earlier accelerated maturity date arising from an Event of Default or any other earlier repayment in full or redemption of the Notes. If the Company has paid all deferred interest (including compounded interest thereon) on the Notes, the Company shall have the right to elect to begin a new Deferral Period pursuant to this Section 2.05(a).

(ii) At the end of any De