Exhibit 4.12


 





 


 


UNITED STATES STEEL CORPORATION,


Issuer


and


[                                                           ],


Trustee





 


INDENTURE


Dated as of [                        ]





 


Subordinated Securities


 



 






     

     

    

TABLE OF CONTENTS


	 	 	 	 	Page
	 	 	 
	ARTICLE I    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1	 
	 	 	 	 	 	 	 
	Section 1.01	 	Definitions	 	 	1	 
	Section 1.02	 	Compliance Certificates and Opinions	 	 	6	 
	Section 1.03	 	Form of Documents Delivered to Trustee	 	 	6	 
	Section 1.04	 	Acts of Holders; Record Dates	 	 	6	 
	Section 1.05	 	Notices, Etc., to Trustee and Company	 	 	8	 
	Section 1.06	 	Notice to Holders; Waiver	 	 	8	 
	Section 1.07	 	Conflict with Trust Indenture Act	 	 	8	 
	Section 1.08	 	Effect of Headings and Table of Contents	 	 	9	 
	Section 1.09	 	Successors and Assigns	 	 	9	 
	Section 1.10	 	Separability Clause	 	 	9	 
	Section 1.11	 	Benefits of Indenture	 	 	9	 
	Section 1.12	 	Governing Law	 	 	9	 
	Section 1.13	 	Legal Holidays	 	 	9	 
	Section 1.14	 	Waiver of Jury Trial	 	 	10	 
	Section 1.15	 	Force Majeure	 	 	10	 
	 	 	 	 	 	 	 
	ARTICLE II    SECURITY FORMS	10	 
	 	 	 	 	 	 	 
	Section 2.01	 	Forms Generally	 	 	10	 
	Section 2.02	 	Form of Face of Security	 	 	10	 
	Section 2.03	 	Form of Reverse of Security	 	 	12	 
	Section 2.04	 	Form of Legend for Global Securities	 	 	14	 
	Section 2.05	 	Form of Trustee’s Certificate of Authentication	 	 	15	 
	 	 	 	 	 	 	 
	ARTICLE III   THE SECURITIES	15	 
	 	 	 	 	 	 	 
	Section 3.01	 	Amount Unlimited; Issuable in Series	 	 	15	 
	Section 3.02	 	Denominations	 	 	17	 
	Section 3.03	 	Execution, Authentication, Delivery and Dating	 	 	17	 
	Section 3.04	 	Temporary Securities	 	 	18	 
	Section 3.05	 	Registration, Registration of Transfer and Exchange	 	 	18	 
	Section 3.06	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	19	 
	Section 3.07	 	Payment of Interest; Interest Rights Preserved	 	 	20	 
	Section 3.08	 	Persons Deemed Owners	 	 	21	 
	Section 3.09	 	Cancellation	 	 	21	 
	Section 3.10	 	Computation of Interest	 	 	21	 
	Section 3.11	 	CUSIP Numbers	 	 	21	 
	 	 	 	 	 	 	 
	ARTICLE IV    SATISFACTION AND DISCHARGE	21	 
	 	 	 	 	 	 	 
	Section 4.01	 	Satisfaction and Discharge of Indenture	 	 	21	 
	Section 4.02	 	Application of Trust Money	 	 	22	 
	 	 	 	 	 	 	 
	ARTICLE V    REMEDIES	23	 
	 	 	 	 	 	 	 
	Section 5.01	 	Events of Default	 	 	23	 
	Section 5.02	 	Acceleration of Maturity; Rescission and Annulment	 	 	24	 
	Section 5.03	 	Collection and Suits for Enforcement by Trustee	 	 	24	 
	Section 5.04	 	Trustee May File Proofs of Claim	 	 	25	 
	Section 5.05	 	Trustee May Enforce Claims Without Possession of Securities	 	 	25	 



 



    	 	 i	 



     

    
	Section 5.06	 	Application of Money Collected	 	 	25	 
	Section 5.07	 	Limitation on Suits	 	 	25	 
	Section 5.08	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	26	 
	Section 5.09	 	Restoration of Rights and Remedies	 	 	26	 
	Section 5.10	 	Rights and Remedies Cumulative	 	 	26	 
	Section 5.11	 	Delay or Omission Not Waiver	 	 	26	 
	Section 5.12	 	Control by Holders	 	 	27	 
	Section 5.13	 	Waiver of Past Defaults	 	 	27	 
	Section 5.14	 	Undertaking for Costs	 	 	27	 
	Section 5.15	 	Waiver of Usury, Stay or Extension Laws	 	 	27	 
	 	 	 	 	 	 	 
	ARTICLE VI    THE TRUSTEE	28	 
	 	 	 	 	 	 	 
	Section 6.01	 	Duties of Trustee	 	 	28	 
	Section 6.02	 	Rights of Trustee	 	 	29	 
	Section 6.03	 	Individual Rights of Trustee	 	 	29	 
	Section 6.04	 	Trustee’s Disclaimer	 	 	29	 
	Section 6.05	 	Notice of Default	 	 	30	 
	Section 6.06	 	Reports by Trustee to Holders	 	 	30	 
	Section 6.07	 	Compensation and Indemnity	 	 	30	 
	Section 6.08	 	Replacement of Trustee	 	 	31	 
	Section 6.09	 	Successor Trustee by Merger, Etc	 	 	31	 
	Section 6.10	 	Eligibility; Disqualification	 	 	32	 
	Section 6.11	 	Preferential Collection of Claims against Company	 	 	32	 
	 	 	 	 	 	 	 
	ARTICLE VII    HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	32	 
	 	 	 	 	 	 	 
	Section 7.01	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	32	 
	Section 7.02	 	Preservation of Information; Communications to Holders	 	 	32	 
	Section 7.03	 	Reports by Trustee	 	 	32	 
	Section 7.04	 	Reports by Company	 	 	33	 
	 	 	 	 	 	 	 
	ARTICLE VIII    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	33	 
	 	 	 	 	 	 	 
	Section 8.01	 	When Company May Merge, Etc	 	 	33	 
	Section 8.02	 	Successor Substituted	 	 	33	 
	 	 	 	 	 	 	 
	ARTICLE IX    SUPPLEMENTAL INDENTURES	34	 
	 	 	 	 	 	 	 
	Section 9.01	 	Supplemental Indentures Without Consent of Holders	 	 	34	 
	Section 9.02	 	Supplemental Indentures with Consent of Holders	 	 	34	 
	Section 9.03	 	Execution of Supplemental Indentures	 	 	35	 
	Section 9.04	 	Effect of Supplemental Indentures	 	 	35	 
	Section 9.05	 	Conformity with Trust Indenture Act	 	 	36	 
	Section 9.06	 	Reference in Securities to Supplemental Indentures	 	 	36	 
	 	 	 	 	 	 	 
	ARTICLE X    COVENANTS	36	 
	 	 	 	 	 	 	 
	Section 10.01	 	Payment of Securities	 	 	36	 
	Section 10.02	 	Maintenance of Office or Agency	 	 	36	 
	Section 10.03	 	Money for Securities Payments to Be Held in Trust	 	 	36	 
	Section 10.04	 	Compliance Certificate; Notice of Default	 	 	37	 
	Section 10.05	 	Corporate Existence	 	 	38	 
	Section 10.06	 	Waiver of Certain Covenants	 	 	38	 
	 	 	 	 	 	 	 



 



    	 	 ii	 



     

    
	ARTICLE XI   REDEMPTION OF SECURITIES	38	 
	 	 	 	 	 	 	 
	Section 11.01	 	Applicability of Article	 	 	38	 
	Section 11.02	 	Election to Redeem; Notice to Trustee	 	 	38	 
	Section 11.03	 	Selection by Trustee of Securities to Be Redeemed	 	 	38	 
	Section 11.04	 	Notice of Redemption	 	 	39	 
	Section 11.05	 	Deposit of Redemption Price	 	 	39	 
	Section 11.06	 	Securities Payable on Redemption Date	 	 	39	 
	Section 11.07	 	Securities Redeemed in Part	 	 	40	 
	 	 	 	 	 	 	 
	ARTICLE XII    SINKING FUNDS	40	 
	 	 	 	 	 	 	 
	Section 12.01	 	Applicability of Article	 	 	40	 
	Section 12.02	 	Satisfaction of Sinking Fund Payments with Securities	 	 	40	 
	Section 12.03	 	Redemption of Securities for Sinking Fund	 	 	40	 
	 	 	 	 	 	 	 
	ARTICLE XIII    DEFEASANCE AND COVENANT DEFEASANCE	41	 
	 	 	 	 	 	 	 
	Section 13.01	 	Company’s Option to Effect Defeasance or Covenant Defeasance	 	 	41	 
	Section 13.02	 	Defeasance and Discharge	 	 	41	 
	Section 13.03	 	Covenant Defeasance	 	 	41	 
	Section 13.04	 	Conditions to Defeasance or Covenant Defeasance	 	 	41	 
	Section 13.05	 	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	 	 	43	 
	Section 13.06	 	Reinstatement	 	 	43	 
	 	 	 	 	 	 	 
	ARTICLE XIV    SUBORDINATION OF SECURITIES	44	 
	 	 	 	 	 	 	 
	Section 14.01	 	Securities Subordinate to Senior Debt	 	 	44	 
	Section 14.02	 	Payments to Securityholders	 	 	44	 
	Section 14.03	 	Subrogation to Rights of Holders of Senior Debt	 	 	45	 
	Section 14.04	 	Article Not to Prevent Event of Default	 	 	45	 
	Section 14.05	 	Trustee to Effectuate Subordination; No Impairment of Subordination	 	 	45	 
	Section 14.06	 	Notice to Trustee	 	 	46	 
	Section 14.07	 	Reliance on Certificate of Liquidating Agent	 	 	46	 
	Section 14.08	 	Trustee Not Fiduciary for Holders of Senior Debt	 	 	47	 
	Section 14.09	 	Rights of Trustee as Holder of Senior Debt	 	 	47	 
	Section 14.10	 	Article Applicable to Paying Agent	 	 	47	 
	Section 14.11	 	Trust Moneys Not Subordinated	 	 	47	 



 






    	 	 iii	 



     

    

INDENTURE, dated as of [                          ], between
United States Steel Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the “Company”),
having its principal office at 600 Grant Street, Pittsburgh, PA 15219, and [      ], as Trustee (herein called the “Trustee”).


RECITALS OF THE COMPANY


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its subordinated debentures, notes or other evidences
of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.


All things necessary to make this Indenture
a valid and legally binding agreement of the Company, in accordance with its terms, have been done.


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


For and in consideration of the premises
and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof and, with respect to the provisions of Article Fourteen, the holders of Senior Debt
(as hereinafter defined) as follows:


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


Section 1.01          
Definitions.


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


(1)          
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


(2)          
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;


(3)          
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term GAAP with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the date of such computation;


(4)          
the words “Article” and “Section” refer to an Article and Section, respectively, of this Indenture;


(5)          
the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision; and


(6)          
Certain terms used principally in Articles VI, X and XIII are defined in those Articles.


“Act”, when used with respect
to any Holder, has the meaning specified in Section 1.04.


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






    	 	 1	 



     

    

“Bankruptcy Law” means Title
11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors.


“Board of Directors” means
either the board of directors of the Company or any duly authorized committee of that board.


“Business Day”, when used with
respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 “Commission” means the
Securities and Exchange Commission, from time to time constituted, created under the Exchange Act or, if at any time after the
execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


“Company” means the Person
named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by its Chairman of the Board, any Vice Chairman
of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.


“Corporate Trust Office” means
the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be
administered, which office as of the date hereof is located at [      ].


“Corporation” means a corporation,
association, company, joint-stock company or business trust.


“Covenant Defeasance” has the
meaning specified in Section 13.03.


“Debt” means, with respect
to any Person, whether recourse is to all or a portion of the assets of that Person and whether or not contingent:


(i)       every obligation of that Person
for money borrowed;


(ii)       every obligation of that Person
evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses;


(iii)       every reimbursement obligation
of that Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of that
Person;


(iv)       every obligation of that Person
incurred in connection with the acquisition of property or services, but excluding trade accounts payable or accrued liabilities
arising in the ordinary course of business;


(v)       every capital lease obligation
of that Person; and


(vi)       every obligation of the type referred
to above of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed
or for which such Person is responsible or liable, directly or indirectly, as obligor or otherwise.


“Defaulted Interest” has the
meaning specified in Section 3.07.






    	 	 2	 



     

    

“Defeasance” has the meaning
specified in Section 13.02.


“Defeasible Series” has the
meaning specified in Section 13.01.


“Depositary” means, with respect
to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01.


“Establishment Action” shall
mean:


(i)           
a resolution duly adopted by the Company’s Board of Directors establishing one or more series of Securities, authorizing
the issuance of any Security and/or authorizing any other action that may be taken by the Company in connection with this Indenture
or the Securities, or


(ii)          
a resolution or action by a committee, officer or employee of the Corporation, establishing one or more series of Securities, authorizing
the issuance of any Security and/or authorizing any other action that may be taken by the Company in connection with this Indenture
or the Securities, in each case, pursuant to a resolution duly adopted by the Company’s Board of Directors.


“Event of Default” has the
meaning specified in Section 5.01.


“Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time, and any statute successor thereto.


“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.


 “Global Security” means
a Security that evidences all or part of the Securities of any series and is authenticated and delivered to, and registered in
the name of, the Depositary for such Securities or a nominee thereof.


 “Holder” means a Person
in whose name a Security is registered in the Security Register.


 “Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and
any such supplemental indenture, respectively.  The term “Indenture” shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.


“Interest”, when used with
respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after
Maturity.


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


 “Maturity”, when used
with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption
or otherwise.


“Notice of Default” means a
written notice of the kind specified in Section 5.01(4).






    	 	 3	 



     

    

 “Officers’ Certificate”
means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.


“Opinion of Counsel” means
a written opinion of counsel, who may be counsel for the Company.


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02.


“Outstanding”, when used with
respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this
Indenture, except:


(1)       Securities theretofore
cancelled by the Trustee or delivered to the Trustee for cancellation;


(2)       Securities for whose payment
or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


(3)       Securities as to which
Defeasance has been effected pursuant to Section 13.02; and 


(4)       Securities which have
been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations
of the Company;


provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) the principal amount of a Security denominated
in one or more foreign currencies or currency units shall be the U.S. dollar equivalent, determined in the manner provided as contemplated
by Section 3.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the U.S. dollar equivalent on the date of original issuance of such Security of the amount determined as provided
in Clause (A) above) of such Security, and (C) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver,
only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.  Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


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


“Person” means any individual,
corporation, partnership, joint venture, limited liability company, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.






    	 	 4	 



     

    

“Place of Payment”, when used
with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by Section 3.01.


“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for
or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


“Redemption Date”, when used
with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.


“Redemption Price”, when used
with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated
by Section 3.01.


“Responsible Officer”, when
used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer
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 to whom such matter is referred
because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration
of this Indenture.


“Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this
Indenture.


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.05.


“Senior Debt” means the principal
of, and any premium and interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to the Company, whether or not such claim for post-petition interest is allowed in such proceeding) on the Company’s
Debt, whether incurred on, before or after the date of this instrument, unless the instrument creating or evidencing such Debt
or under which such Debt is outstanding provides that obligations created by it are not superior in right of payment to the Securities.


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


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


 “Trust Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.


“Trustee” means the Person
named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Trustee” shall 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 Securities
of any series shall mean each Trustee with respect to Securities of that series.






    	 	 5	 



     

    

“U.S. Government Obligations”
has the meaning specified in Section 13.04.


“Vice President”, when used
with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words
added before or after the title “vice president”.


Section 1.02          
Compliance Certificates and Opinions.


Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act.  Each such certificate or opinion shall be given
in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this
Indenture.


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture shall include


(1)          
a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


(2)          
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


(3)          
a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


(4)          
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


Section 1.03          
Form of Documents Delivered to Trustee.


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


Any certificate or opinion of an officer
of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or opinion
of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company or any subsidiary of the Company stating that the information with respect to such factual matters
is in the possession of the Company or any subsidiary of the Company, unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with respect to such matters are erroneous.


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


Section 1.04          
Acts of Holders; Record Dates.






    	 	 6	 



     

    

Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.


The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. 
The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also
be proved in any other manner which the Trustee deems sufficient.


The ownership of Securities shall be proved
by the Security Register.


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the
Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of
such action is made upon such Security.


The Company may, in the circumstances permitted
by the Trust Indenture Act, set any day as the record date for the purpose of determining the Holders of Outstanding Securities
of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided
or permitted by this Indenture to be given or taken by Holders of Securities of such series.  With regard to any record date
set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such Holders remain
Holders after such record date.  With regard to any action that may be given or taken hereunder only by Holders of a requisite
principal amount of Outstanding Securities of any series (or their duly appointed agents) and for which a record date is set pursuant
to this paragraph, the Company may, at its option, set an expiration date after which no such action purported to be given or taken
by any Holder shall be effective hereunder unless given or taken on or prior to such expiration date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date (or their duly appointed agents).  On or prior
to any expiration date set pursuant to this paragraph, the Company may, on one or more occasions at its option, extend such date
to any later date.  Nothing in this paragraph shall prevent any Holder (or any duly appointed agent thereof) from giving or
taking, after any such expiration date, any action identical to, or, at any time, contrary to or different from, the action or
purported action to which such expiration date relates, in which event the Company may set a record date in respect thereof pursuant
to this paragraph.  Nothing in this paragraph shall be construed to render ineffective any action taken at any time by the
Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of the relevant series on
the date such action is so taken.  Notwithstanding the foregoing or the Trust Indenture Act, the Company shall not set a record
date for, and the provisions of this paragraph shall not apply with respect to, any notice, declaration or direction referred to
in the next paragraph.


The Trustee may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making
of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default with respect
to Securities of such series has occurred and is continuing and the Trustee shall not have given such a declaration to the Company,
(iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.12, in
each case with respect to Securities of such series.  Promptly after any record date is set pursuant to this paragraph, the
Trustee shall notify the Company and the Holders of Outstanding Series of such series of any such record date so fixed and the
proposed action.  The Holders of Outstanding Securities of such series on such record date (or their duly appointed agents),
and only such Persons, shall be entitled to join in such notice, declaration or direction, whether or not such Holders remain Holders
after such record date; provided that, unless such notice, declaration or direction shall have become effective by virtue
of Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed
agents) having joined therein on or prior to the 90th day after such record date, such notice, declaration or direction shall automatically
and without any action by any Person be cancelled and of no further effect.  Nothing in this paragraph shall be construed
to prevent a Holder (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a notice,
declaration or direction contrary to or different from, or, after the expiration of such period, identical to, the notice, declaration
or direction to which such record date relates, in which event a new record date in respect thereof shall be set pursuant to this
paragraph.  Nothing in this paragraph shall be construed to render ineffective any notice, declaration or direction of the
type referred to in this paragraph given at any time to the Trustee and the Company by Holders (or their duly appointed agents)
of the requisite principal amount of Outstanding Securities of the relevant series on the date such notice, declaration or direction
is so given.






    	 	 7	 



     

    

Without limiting the foregoing, a Holder
entitled hereunder to give or take any action hereunder with regard to any particular Security may do so with regard to all or
any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.


Section 1.05          
Notices, Etc., to Trustee and Company.


Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with,


(1)          
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration,
or


(2)          
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee
by the Company.


Section 1.06          
Notice to Holders; Waiver.


Where this Indenture provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. 
In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


In case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


Section 1.07          
Conflict with Trust Indenture Act.


If any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture,
the latter provision shall control.  If any provision of this Indenture modifies or excludes any provision of the Trust Indenture
Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.  Wherever this Indenture refers to a provision of the Trust Indenture Act, such provision is
incorporated by reference in and made a part of this Indenture.






    	 	 8	 



     

    

The following Trust Indenture Act terms
used in this Indenture have the following meanings:


“commission” means the United
States Securities and Exchange Commission.


“indenture securities” means
the Securities.


“indenture security holder”
means a Holder.


“indenture to be qualified”
means this Indenture.


“indenture trustee” or “institutional
trustee” means the Trustee.


“obligor on the indenture securities” means
the Company and any other obligor on the Securities.


All other Trust Indenture Act terms used
in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act referenced to another statute
or defined by any Commission Rule and not otherwise defined herein have the meanings defined to them thereby.


Section 1.08          
Effect of Headings and Table of Contents.


The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the construction hereof.


Section 1.09          
Successors and Assigns.


All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not.


Section 1.10          
Separability Clause.


In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.


Section 1.11          
Benefits of Indenture.


Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders and,
with respect to the provisions of Article Fourteen, the holders of Senior Debt, any benefit or any legal or equitable right, remedy
or claim under this Indenture.


Section 1.12          
Governing Law.


This Indenture and the Securities shall
be governed by and construed in accordance with the law of the State of New York.


Section 1.13          
Legal Holidays.


In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not
be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided
that no interest shall accrue for the intervening period.






    	 	 9	 



     

    

Section 1.14          
Waiver of Jury Trial.


EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 1.15          
Force Majeure.


In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


ARTICLE II


SECURITY FORMS


Section 2.01          
Forms Generally.


The Securities of each series shall be
in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to an Establishment
Action or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. 
If the form of Securities of any series is established by action taken pursuant to an Establishment Action, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities.


The definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing
such Securities, as evidenced by their execution of such Securities.


Section 2.02          
Form of Face of Security.


[Insert any legend required by the Internal
Revenue Code and the regulations thereunder.]


 


	 	UNITED STATES STEEL CORPORATION	 
	 	 	 
	 	 	 


 


 


	No.	 	 	$	 	 


 






    	 	 10	 



     

    

United States Steel Corporation, a corporation
duly organized and existing under the laws of Delaware (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                                                                ,
or registered assigns, the principal sum of                                  
                                 
Dollars on                                      
                                     
[if the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon from                                      
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on                        
and                        
in each year, commencing                      
at the rate of         % per annum, until the principal hereof is paid or made available
for payment [if applicable, insert —, and at the rate of         %
per annum on any overdue principal and premium and on any overdue installment of interest].  The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the                 
or                  (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].


[If the Security is not to bear interest
prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security
shall bear interest at the rate of         % per annum, which shall accrue from
the date of such default in payment to the date payment of such principal has been made or duly provided for.  Interest on
any overdue principal shall be payable on demand.  Any such interest on any overdue principal that is not so paid on demand
shall bear interest at the rate of             % per annum,
which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]


Payment of the principal of (and premium,
if any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in                            ,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts [if applicable, insert —; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register].


Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


Dated:


	 	UNITED STATES STEEL
	 	CORPORATION
	 
	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 
	 
	 
	Attest:
	 
	 
	 	 
	 	 	 	 	 


 






    	 	 11	 



     

    

Section 2.03          
Form of Reverse of Security.


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series
under an Indenture, dated as of                
    , 20    (herein called the “Indenture”), between the Company and
                              ,
as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated on the face hereof
[if applicable insert —, limited in aggregate principal amount to $                                   ].


[If applicable insert — The
Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert
— (1) on                          
in any year commencing with the year             and ending with
the year                  through operation
of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable
insert on or after                    ,
20     ], as a whole or in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount):  If redeemed [if applicable insert — on or before                                   ,
           %, and if redeemed] during the 12-month period beginning
                     
of the years indicated,


 


	 	Year	 	 	 	Redemption Price	 	 	 	Year	 	 	 	Redemption Price	 


 


 


 


 


 


and thereafter at a Redemption Price equal to               %
of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation
of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.


[If applicable, insert — The
Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on                  
in any year commencing with the year           and ending with the year          
through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert
— on or after                        ],
as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation
of the sinking fund (expressed as percentages of the principal amount) set forth in the table below:  If redeemed during the
12-month period beginning                           
of the years indicated,



    	 	 12	 



     

    
	 	 	 	 	Redemption
	 	 	Redemption Price	 	Price For Redemption
	 	 	For Redemption Through	 	Otherwise Than Through
	Year	 	 	 	 	Operation of the Sinking Fund	 	 	 	Operation of the Sinking Fund	 
	 	 	 	 	 	 	 	 	 	 	 


 


 


 


and thereafter at a Redemption Price equal to          %
of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise)
with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business
on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


[If applicable, insert — The
sinking fund for this series provides for the redemption on                    
in each year beginning with the year               and
ending with the year          of [if applicable, insert — not less
than $                       
“mandatory sinking fund”) and not more than] $             
aggregate principal amount of Securities of this series.  Securities of this series acquired or redeemed by the Company otherwise
than through (if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable,
insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the
inverse order in which they become due).]


[If the Security is subject to redemption
of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


[If applicable, insert — The
Indenture contains provisions for defeasance at any time of (l) the entire indebtedness of this Security or (2) certain restrictive
covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in
the Indenture.]


[If the Security is not an Original
Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture.]


[If the Security is an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture.  Such amount shall be equal to insert formula for determining the amount.  Upon payment (i)
of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest all of
the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series
shall terminate.]


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. 
The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security
and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.






    	 	 13	 



     

    

As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity.  The foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.


No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


       The Securities of this series are
issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.  As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
such registration of transfer or exchange, but the Company or the Security Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.


Prior to due presentment of this Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture.


Section 2.04          
Form of Legend for Global Securities.


Unless otherwise specified as contemplated
by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:


This Security is a Global Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. 
This Security may not be transferred to, or registered or exchanged for Securities registered in the name of, any Person other
than the Depositary or a nominee thereof and no such transfer may be registered, except in the limited circumstances described
in the Indenture.  Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu
of, this Security shall be a Global Security subject to the foregoing, except in such limited circumstances.






    	 	 14	 



     

    

Section 2.05          
Form of Trustee’s Certificate of Authentication.


The Trustee’s certificates of authentication
shall be in substantially the following form:


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


	 	[                                 ], as Trustee
	 	 
	 	 
	 	By:	 	 
	 	 	Authorized Signatory
	 	 
	 	 
	 	Dated:	 	 
	 	 	 	 	 	 


 


 


 


ARTICLE III


THE SECURITIES


Section 3.01          
Amount Unlimited; Issuable in Series.


The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.


The Securities may be issued in one or
more series.  There shall be established in or pursuant to an Establishment Action and, subject to Section 3.03, set forth,
or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


(1)          
the title of the Securities of the series, including CUSIP Numbers (which shall distinguish the Securities of the series from Securities
of any other series);


(2)          
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant
to Section 3.03, are deemed never to have been authenticated and delivered hereunder);


(3)          
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


(4)          
the date or dates on which the principal of the Securities of the series is payable;


(5)          
the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest
shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest
payable on any Interest Payment Date;


(6)          
the place or places where the principal of and any premium and interest on Securities of the series shall be payable;






    	 	 15	 



     

    

(7)          
the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company;


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


 


(9)          
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall
be issuable;


(10)        
the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities
of the series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent
thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section
1.01;


(11)        
if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference
to an index, the manner in which such amounts shall be determined;


(12)        
if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company
or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to
be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities
of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon
which such election is to be made;


(13)        
if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


(14)        
if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided
in Article XIII;


(15)        
if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances
other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged
for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and
in which any such transfer may be registered;


(16)        
any addition to or change in the covenants set forth in Article X which applies to Securities of the series;


(17)      whether the Securities
shall be secured or unsecured; and


(18)        
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 9.01(5)). 


All Securities of any one series shall
be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Establishment
Action referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.






    	 	 16	 



     

    

If any of the terms of the series are established
by action taken pursuant to an Establishment Action, a copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate
setting forth the terms of the series.


The Company may, from time to time, by
an Establishment Action and subject to compliance with any other applicable provisions of this Indenture, without the consent of
the Holders, create and issue pursuant to this Indenture additional securities of any series of Securities (“Add On Securities”)
having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities:


(i)           
may have a different issue date from such series of Outstanding Securities;


(ii)          
may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on such series
of Outstanding Securities; and


(iii)         
may have terms specified in such Establishment Action for such Add On Securities making appropriate adjustments to this Article
III applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities
laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add On Securities)
and which shall not affect the rights or duties of the Trustee.


Section 3.02          
Denominations.


The Securities of each series shall be
issuable only in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01. In
the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall
be issuable in denominations of $1,000 and any integral multiple thereof.


Section 3.03          
Execution, Authentication, Delivery and Dating.


The Securities shall be executed on behalf
of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President, one of its Vice Presidents or its Treasurer
under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries or by its Chief Financial
Officer.  The signature of any of these officers on the Securities may be manual or facsimile. 


Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any Series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities.  If the form or terms of the Securities of the series
have been established in or pursuant to one or more Establishment Actions as permitted by Sections 2.01 and 3.01, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee
shall be provided with, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,


(1)          
if the form of such Securities has been established by an Establishment Action as permitted by Section 2.01, that such form has
been established in conformity with the provisions of this Indenture;






    	 	 17	 



     

    

(2)          
if the terms of such Securities have been established by an Establishment Action as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and


(3)          
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors’ rights and to general equity principles.


If such form or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.


Notwithstanding the provisions of Section
3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion
of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of
such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued.


Each Security shall be dated the date of
its authentication.


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all
purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.


Section 3.04          
Temporary Securities.


Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.


If temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.  After the
preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary
Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. Until
so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of such series and tenor.


Section 3.05          
Registration, Registration of Transfer and Exchange.


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities.  The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.






    	 	 18	 



     

    

Upon surrender for registration of transfer
of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate principal amount and tenor.


At the option of the Holder, Securities
of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.


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


Every Security presented or surrendered
for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company or Security Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


The Company shall not be required (1) to
issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03
and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.


Notwithstanding any other provision in
this Indenture, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of,
any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, unless
(1) such Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security
or (B) has ceased to be a clearing agency registered under the Exchange Act, (2) the Company executes and delivers to the Trustee
a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable,
(3) there shall have occurred and be continuing an Event of Default with respect to the Securities evidenced by such Global Security
or (4) there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 3.01. 
Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the preceding sentence
shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the
name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer thereof
other than such a transfer may be registered.


Every Security authenticated and delivered
upon registration of transfer of, or in exchange for or in lieu of, a Global Security to which the restriction set forth in the
first sentence of the preceding paragraph shall apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global Security.



Section 3.06          
Mutilated, Destroyed, Lost and Stolen Securities.






    	 	 19	 



     

    

If any mutilated Security is surrendered
to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


If there shall be delivered to the Company
and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


In case any such mutilated, destroyed,
lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing
a new Security, pay such Security.


Upon the issuance of any new Security under
this Section, 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) connected therewith.


Every new Security of any series issued
pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.


The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


Section 3.07          
Payment of Interest; Interest Rights Preserved.


Except as otherwise provided as contemplated
by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest. 


Any interest on any 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 Holder on the relevant Regular Record Date by virtue of 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 to the Persons in whose names the Securities of such series (or
their respective Predecessor 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 Security of such series and the date of the proposed payment, 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 Clause provided.  Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not 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 Securities of such series at
his address as it appears in the Security 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 so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered
at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).






    	 	 20	 



     

    

(2)          
The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such 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 Clause, such manner
of payment shall be deemed practicable by the Trustee.


Subject to the foregoing provisions of
this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


Section 3.08          
Persons Deemed Owners.


Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


Section 3.09          
Cancellation.


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.  The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall
be promptly cancelled by the Trustee.  No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of by the Trustee in its customary manner.


Section 3.10          
Computation of Interest.


Except as otherwise specified as contemplated
by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.


Section 3.11          
CUSIP Numbers.


The Company in issuing the Securities may
use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company will promptly notify the Trustee of any changes in the “CUSIP”
numbers.


ARTICLE IV


SATISFACTION AND DISCHARGE


Section 4.01          
Satisfaction and Discharge of Indenture.






    	 	 21	 



     

    

This Indenture shall upon Company Request
cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when


(1)          
either


(A)         
all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have
been delivered to the Trustee for cancellation; or


(B)          
all such Securities not theretofore delivered to the Trustee for cancellation


(i)           
have become due and payable, or


(ii)          
will become due and payable at their Stated Maturity within one year, or


(iii) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company,


and the Company, in the case of (i), (ii) or (iii) above,
has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and
any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;


(2)          
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and


(3)          
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.07, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.02 shall survive
such satisfaction and discharge.


Section 4.02          
Application of Trust Money.


All money deposited with the Trustee pursuant
to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has
been deposited with the Trustee.






    	 	 22	 



     

    

ARTICLE V



REMEDIES


Section 5.01          
Events of Default.


“Event of Default”, wherever
used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):


(1)          
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or


(2)          
default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or


(3)          
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and continuance
of such default for a period of 30 days; or


(4)          
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default
or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series
a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


(5)          
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or


(6)          
the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any
such action; or


(7)          
any other Event of Default provided with respect to Securities of that series.






    	 	 23	 



     

    

Section 5.02          
Acceleration of Maturity; Rescission and Annulment.


If an Event of Default with respect to
Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any
of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.


At any time after such a declaration of
acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if


(1)          
the Company has paid or deposited with the Trustee a sum sufficient to pay


(A)         
all overdue interest on all Securities of that series,


(B)          
the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration
of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,


(C)          
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor
in such Securities, and


(D)         
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel;


and


(2)          
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


No such rescission shall affect any subsequent default or
impair any right consequent thereon.


Section 5.03          
Collection and Suits for Enforcement by Trustee.


The Company covenants that if:


(1)          
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues
for a period of 30 days, or


(2)          
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,


the Company will, upon demand of the Trustee, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any
premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal
and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.






    	 	 24	 



     

    

If an Event of Default with respect to
Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


Section 5.04          
Trustee May File Proofs of Claim.


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order
to have claims of the Holders and the Trustee allowed in any such proceeding.  In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


No provision of this Indenture shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on
behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.


Section 5.05          
Trustee May Enforce Claims Without Possession of Securities.


All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.


Section 5.06          
Application of Money Collected.


Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


FIRST:                   
To the payment of all amounts due the Trustee under Section 6.07;


SECOND:              
To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of
which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and


THIRD:                 
To the Company.


Section 5.07          
Limitation on Suits.


No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless






    	 	 25	 



     

    

(1)          
such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities
of that series;


(2)          
the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


(3)          
such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities
to be incurred in compliance with such request;


(4)          
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


(5)          
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series;


it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.


Section 5.08          
Unconditional Right of Holders to Receive Principal, Premium and Interest.


Notwithstanding any other provision in
this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the
principal of and any premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


Section 5.09          
Restoration of Rights and Remedies.


If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had
been instituted. 


Section 5.10          
Rights and Remedies Cumulative.


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy.


Section 5.11          
Delay or Omission Not Waiver.


No delay or omission of the Trustee or
of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.






    	 	 26	 



     

    

Section 5.12          
Control by Holders.


The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to
the Securities of such series, provided that


(1)          
such direction shall not be in conflict with any rule of law or with this Indenture,


(2)          
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and


(3)          
subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceedings so directed would involve
the Trustee in personal liability.


Section 5.13          
Waiver of Past Defaults.


The Holders of not less than a majority
in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series
waive any past default hereunder with respect to such series and its consequences, except a default


(1)          
in the payment of the principal of or any premium or interest on any Security of such series, or


(2)          
in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.


Upon any such waiver, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


Section 5.14          
Undertaking for Costs.


In any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, including reasonable attorney’s fees and expenses, in the manner and to the extent provided
in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall apply to any suit instituted
by the Trustee, to any suit instituted by any Holders of the Securities, or group of Holders of the Securities, holding in the
aggregate more than 10% of principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder
of the Outstanding Securities for the enforcement of the payment of principal of or interest on any Outstanding Securities held
by such Holder, on or after the respective due dates expressed in such Outstanding Securities, and provided, further,
that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or
to make such an assessment in any suit instituted by the Company.


Section 5.15          
Waiver of Usury, Stay or Extension Laws.


The Company covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.






    	 	 27	 



     

    

ARTICLE VI



THE TRUSTEE


The Trustee hereby accepts the trust imposed
upon it by this Indenture and covenants and agrees to perform the same, as herein expressed.


Section 6.01          
Duties of Trustee.


(a)          
If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.


(b)          
Except during the continuance of an Event of Default:


(1)          
The Trustee need perform only those duties as are specifically set forth in this Indenture and no others, and no covenants or obligations
shall be implied in or read into this Indenture.


(2)          
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they substantially
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein).


(c)          
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


(1)          
This paragraph does not limit the effect of paragraph (b) of this Section 6.01.


(2)          
The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts.


(3)          
The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 5.12.


(d)          
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or to take or omit to take any action under this Indenture.


(e)          
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of
this Section 6.01.


(f)           
The Trustee shall not be liable for interest on any assets received by it except as the Trustee may agree in writing with the Company. 
Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law.






    	 	 28	 



     

    

Section 6.02          
Rights of Trustee.


Subject to Section 6.01:


(a)          
The Trustee may conclusively rely on any document (whether in its original or facsimile form) believed by it to be genuine and
to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in any
document.


(b)          
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. 
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.


(c)          
The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent
appointed with due care.


(d)          
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers.


(e)          
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability
of any kind by reason of such investigation.


(f)           
The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection of any action taken, suffered or omitted by in hereunder in good faith and in reliance thereon.


(g)          
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder.


(h)          
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction.


(i)           
The Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.


Section 6.03          
Individual Rights of Trustee.


The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal with the Company, or its Affiliates with the same
rights it would have if it were not Trustee.  Any Paying Agent or Security Registrar may do the same with like rights. 
However, the Trustee must comply with Sections 6.08, 6.09 and 6.10.


Section 6.04          
Trustee’s Disclaimer.


The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities and it shall not be accountable for the Company’s use of
the proceeds from the Securities, and it shall not be responsible for any statement in the Securities, other than the Trustee’s
certificate of authentication, or the use or application of any funds received by a Paying Agent other than the Trustee.






    	 	 29	 



     

    

Section 6.05          
Notice of Default.


If an Event of Default with respect to
Securities of any series occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall
mail to each Holder of Securities of such series notice of the uncured Event of Default within 90 days after such Event of Default
occurs.  Except in the case of an Event of Default in payment of principal (or premium, if any) of, or interest on, any Security,
the Trustee may withhold the notice if and so long as a Responsible Officer in good faith determines that withholding the notice
is in the interest of the Holders of Securities of such series.


Section 6.06          
Reports by Trustee to Holders.


Within 60 days after each February 15 beginning
with the February 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such
February 15 that complies with Trust Indenture Act Section 313(a) if such report is required by such Trust Indenture Act Section
313(a).  The Trustee also shall comply with Trust Indenture Act Sections 313(b) and 313(c).


The Company shall promptly notify the Trustee
in writing if the Securities of any series become listed on any stock exchange or automatic quotation system.


A copy of each report at the time of its
mailing to Holders shall be mailed to the Company and filed with the Commission and each stock exchange, if any, on which the Securities
are listed.


Section 6.07          
Compensation and Indemnity.


The Company shall pay to the Trustee from
time to time such compensation for its services as the Company and the Trustee shall from time to time agree in writing. 
The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company
shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred or made by it. 
Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents, accountants,
experts and counsel.


The Company shall indemnify each of the
Trustee (in its capacity as Trustee) and any predecessor Trustee and each of their respective officers, directors, attorneys-in-fact
and agents for, and hold it harmless against, any claim, damage, demand, expense (including but not limited to reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel), loss, charges (including taxes (other than taxes based upon
the income of the Trustee)) or liability incurred by them without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this trust and their rights or duties hereunder including the reasonable costs and expenses
of defending themselves against any claim or liability in connection with the exercise or performance of any of its powers or duties
hereunder.  The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek
indemnity.  The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s
expense in the defense.  The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel.  The Company need not pay for any settlement made without its written consent which consent shall not be
unreasonably withheld.  The Company need not reimburse any expense or indemnify against any loss or liability to the extent
incurred by the Trustee as determined by a court of competent jurisdiction to have been caused by its own negligence, bad faith
or willful misconduct.


To secure the Company’s payment obligations
in this Section 6.07, the Trustee shall have a lien prior to the Securities on all assets held or collected by the Trustee, in
its capacity as Trustee, except assets held in trust to pay principal and premium, if any, of or interest on particular Securities.






    	 	 30	 



     

    

When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.01(5) or (6) occurs, the expenses and the compensation for the services
are intended to constitute expenses of administration under any Bankruptcy Law.


The Company’s obligations under this
Section 6.07 and any lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company’s
obligations pursuant to Article IV of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.


Section 6.08          
Replacement of Trustee.


The Trustee may resign at any time with
respect to the Securities of one or more series by so notifying the Company in writing.  The Holder or Holders of a majority
in principal amount of the outstanding Securities of a series may remove the Trustee with respect to Securities of such series
by so notifying the Company and the Trustee in writing and may appoint a successor trustee with respect to Securities of such series
with the Company’s consent.  The Company may remove the Trustee if:


(1)          
the Trustee fails to comply with Section 6.10;


(2)          
the Trustee is adjudged bankrupt or insolvent;


(3)          
a receiver, custodian, or other public officer takes charge of the Trustee or its property; or


(4)          
the Trustee becomes incapable of acting.


If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee, with respect to the Securities of one or more series, for any reason, the Company
shall promptly appoint a successor Trustee, with respect to Securities of that or those series.  Within one year after the
successor Trustee with respect to a series of Securities takes office, the Holder or Holders of a majority in principal amount
of the Securities of such series may appoint a successor Trustee with respect to such series to replace the successor Trustee appointed
by the Company.


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.  Immediately after that and provided that all sums
owing to the Trustee provided for in Section 6.07 have been paid, the retiring Trustee shall transfer all property held by it as
Trustee with respect to such series of Securities to the successor Trustee, subject to the lien provided in Section 6.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties
of the Trustee under this Indenture.  A successor Trustee with respect to one or more series of Securities shall mail notice
of its succession to each Holder of Securities of that or those series.


If a successor Trustee with respect to
a series of Securities does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holder or Holders of at least 10% in principal amount of the outstanding Securities of that series may petition
at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to such
series.


If the Trustee fails to comply with Section
6.10, any Holder of Securities of a series may petition any court of competent jurisdiction for the removal of the Trustee with
respect to such series and the appointment of a successor Trustee with respect to such series.


Notwithstanding replacement of the Trustee
pursuant to this Section 6.08, the Company’s obligations under Section 6.07 shall continue for the benefit of the retiring
Trustee.


Section 6.09          
Successor Trustee by Merger, Etc.


If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting,
surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise
eligible hereunder, be the successor Trustee.






    	 	 31	 



     

    

Section 6.10          
Eligibility; Disqualification.


The Trustee shall at all times satisfy
the requirements of Trust Indenture Act Section 310(a)(1) and Trust Indenture Act Section 310(a)(5).  The Trustee shall have
a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 
The Trustee shall comply with Trust Indenture Act Section 310(b).


Section 6.11          
Preferential Collection of Claims against Company.


The Trustee shall comply with Trust Indenture
Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b).  A Trustee who has resigned
or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.


ARTICLE VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


Section 7.01          
Company to Furnish Trustee Names and Addresses of Holders.


The Company will furnish or cause to be
furnished to the Trustee:


(1)          
semi-annually, not more than 15 days after each Regular Record Date, a list for each series of Securities, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the Regular Record
Date, as the case may be, and


(2)          
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding
from any such list names and addresses received by the Trustee in its capacity as Security Registrar.


Section 7.02          
Preservation of Information; Communications to Holders.


The Trustee shall preserve, in as current
a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. 
The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


The rights of the Holders to communicate
with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture Act.


Every Holder of Securities, by receiving
and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.


Section 7.03          
Reports by Trustee.


The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto.






    	 	 32	 



     

    

A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Company.  The Company will notify the Trustee when any Securities are listed on any stock exchange
or delisted therefrom.


Section 7.04          
Reports by Company.


The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may
be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that
any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt
of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officer’s Certificates).


ARTICLE VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


Section 8.01          
When Company May Merge, Etc.


The Company may not, in a single transaction
or through a series of related transactions, consolidate with or merge with or into any other person, or, directly or indirectly,
sell or convey substantially all of its assets to another person or group of affiliated persons, unless:


(1)          
the Company shall be the continuing person, or the person (if other than the Company) formed by such consolidation or into which
the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred as an entirety
or substantially as an entirety (the Company or such other person being hereinafter referred to as the “Surviving Person”),
shall be organized and validly existing under the laws of the United States, any State thereof or the District of Columbia, and
shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory
to the Trustee, all the obligations of the Company under the Securities and this Indenture and the Indenture, so supplemented,
shall remain in full force and effect;


(2)          
immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1), above, no
Event of Default shall have occurred and be continuing; and


(3)          
if a supplemental indenture is required in connection with such transaction, the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation, merger, assignment, or transfer and such supplemental
indenture comply with this Article VIII and that all conditions precedent herein provided relating to such transaction have been
satisfied.


For purposes of this Section 8.01, “substantially
all of its assets” shall mean, at any date, a portion of the non-current assets reflected in the Company’s consolidated
balance sheet as of the end of the most recent quarterly period that represents at least sixty-six and two-thirds percent (66-2/3%)
of the total reported value of such assets.


Section 8.02          
Successor Substituted.


Upon any consolidation or merger, or any
transfer of assets in accordance with Section 8.01, the Surviving Person formed by such consolidation or into which the Company
is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such Surviving Person had been named as the Company herein.  When
a Surviving Person duly assumes all of the obligations of the Company pursuant hereto and pursuant to the Securities, the predecessor
shall be relieved of the performance and observance of all obligations and covenants of this Indenture and the Securities, including
but not limited to the obligation to make payment of the principal of and interest, if any, on all the Securities then outstanding,
and the Company may thereupon or any time thereafter be liquidated and dissolved.






    	 	 33	 



     

    

ARTICLE IX



SUPPLEMENTAL INDENTURES


Section 9.01          
Supplemental Indentures Without Consent of Holders.


Without the consent of any Holders, the
Company, when authorized by an Establishment Action, and the Trustee, at any time and from time to time, may enter into one or
more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


(1)          
to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or


(2)          
to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or


(3)          
to add any additional Events of Default; or


(4)          
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit
or facilitate the issuance of Securities in uncertificated form; or


(5)          
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or


(6)          
to secure the Securities pursuant to the requirements of Article X or otherwise; or


(7)          
to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or


(8)          
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


(9)          
to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that
such action pursuant to this clause (9) shall not adversely affect the interests of the Holders of Securities of any series in
any material respect.


Section 9.02          
Supplemental Indentures with Consent of Holders.






    	 	 34	 



     

    

With the consent of the Holders of not
less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment Action, and the
Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities
of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security affected thereby,


(1)          
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption
thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02, or change the coin or currency in which, any Security or any
premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or


(2)          
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


(3)          
modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11 and 9.01(8),


(4)          
change any obligation of the Company to maintain an office or agency, or


(5)          
change any obligation of the Company to pay additional amounts, or


(6)          
adversely affect any right of repayment or repurchase at the option of the Holder, or


(7)          
reduce or postpone any sinking fund or similar provision.


A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular
series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.


It shall not be necessary for any Act of
Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such Act shall approve the substance thereof.


Section 9.03          
Execution of Supplemental Indentures.


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be provided with, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.  The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


Section 9.04          
Effect of Supplemental Indentures.






    	 	 35	 



     

    

Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


Section 9.05          
Conformity with Trust Indenture Act.


Every supplemental indenture executed pursuant
to this Article shall conform to the requirements of the Trust Indenture Act.


Section 9.06          
Reference in Securities to Supplemental Indentures.


Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.  If the Company
shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for Outstanding Securities of such series.


ARTICLE X



COVENANTS


Section 10.01        
Payment of Securities.


The Company covenants and agrees for the
benefit of each series of Securities that it will pay the principal of and interest on the Securities of that series on the dates
and in the manner provided in the Securities of that series and this Indenture. An installment of principal, premium, if any, or
interest on the Securities shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Company
or an Affiliate of the Company) holds for the benefit of the Holders, on that date, immediately available funds deposited and designated
for and sufficient to pay the installment. The Company shall pay interest on overdue principal and on overdue installments of interest
at the rate specified in the Securities compounded semi-annually, to the extent lawful.


Section 10.02        
Maintenance of Office or Agency.


The Company shall maintain in the Place
of Payment for any series of Securities, an office or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office.


The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities
of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. The Company hereby initially designates the principal corporate
trust office of the Trustee as such office of the Company.


Section 10.03        
Money for Securities Payments to Be Held in Trust.






    	 	 36	 



     

    

If the Company shall at any time
act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or
any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.


Whenever the Company shall have one or
more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest
on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided
by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.


The Company will cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to  the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company
(or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.


Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security
of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in New York City, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.


Section 10.04        
Compliance Certificate; Notice of Default.


The Company shall deliver to the Trustee
within 120 days after the end of its fiscal year an Officers’ Certificate (one of the signatories of which shall be the Company’s
principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the
Trust Indenture Act and stating that a review of its activities during the preceding fiscal year has been made under the supervision
of the signing officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of
such periods) or notice requirements) and further stating, as to each such officer signing such certificate, whether or not the
signer knows of any failure by the Company to comply with any conditions or covenants in this Indenture and, if such signer does
know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers’ Certificate
shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date.






    	 	 37	 



     

    

Section 10.05        
Corporate Existence.


Subject to Article VIII, the Company shall
do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence in accordance
with its organizational documents and the rights (charter and statutory) and corporate franchises of the Company; provided, however,
that the Company shall not be required to preserve, with respect to itself, any right or franchise, if (a) the Board of Directors
of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company
and (b) the loss thereof is not disadvantageous in any material respect to the Holders.


Section 10.06        
Waiver of Certain Covenants.


Except as otherwise specified as contemplated
by Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant pursuant to Section 3.01(17), 9.01(2) or 9.01(7)
for the benefit of the Holders of such series or in Section 10.05, if the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition
except to the extent expressly waived and, until such waiver shall become effective, the obligations of the Company and the duties
of the trustee in respect of any such term, provision or condition shall remain in full force and effect.


ARTICLE XI



REDEMPTION OF SECURITIES


Section 11.01        
Applicability of Article.


Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.


Section 11.02        
Election to Redeem; Notice to Trustee.


The election of the Company to redeem any
Securities shall be evidenced by an Establishment Action.  In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.  In the case of
any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance
with such restriction.


Section 11.03        
Selection by Trustee of Securities to Be Redeemed.


If less than all the Securities of any
series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of
that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.  If less than all of the Securities of such series and
of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.






    	 	 38	 



     

    

The Trustee shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.


Section 11.04        
Notice of Redemption.


Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register.


All notices of redemption shall state:


(1)          
the Redemption Date,


(2)          
the Redemption Price,


(3)          
if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption
of any Securities, the principal amounts) of the particular Securities to be redeemed,


(4)          
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,


(5)          
the place or places where such Securities are to be surrendered for payment of the Redemption Price,


(6)          
that the redemption is for a sinking fund, if such is the case, and


(7)          
applicable CUSIP Numbers.


Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company and shall be irrevocable.


Section 11.05        
Deposit of Redemption Price.


On or before the Redemption Date specified
in the notice of redemption given as provided in Section 11.04, the Company shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest
on, all the Securities which are to be redeemed on that date.


Section 11.06        
Securities Payable on Redemption Date.


Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest.  Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions
of Section 3.07.






    	 	 39	 



     

    

If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption
Date at the rate prescribed therefor in the Security.


Section 11.07        
Securities Redeemed in Part.


Any Security which is to be redeemed only
in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.


ARTICLE XII



SINKING FUNDS


Section 12.01        
Applicability of Article.


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section
3.01 for Securities of such series.


The minimum amount of any sinking fund
payment provided for by the terms of 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 Securities of any series is herein referred to as
an “optional sinking fund payment”.  If provided for by the terms of Securities of any series, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section 12.02.  Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.


Section 12.02        
Satisfaction of Sinking Fund Payments with Securities.


The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which
have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities
as provided for by the terms of such series; provided that such Securities have not been previously so credited.  Such
Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


Section 12.03        
Redemption of Securities for Sinking Fund.


Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying
the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. 
Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the
name of and at the expense of the Company in the manner provided in Section 11.04.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.






    	 	 40	 



     

    

ARTICLE XIII



DEFEASANCE AND COVENANT DEFEASANCE


Section 13.01        
Company’s Option to Effect Defeasance or Covenant Defeasance.


The Company may elect, at its option at
any time, to have either Section 13.02 or Section 13.03 applied to the Outstanding Securities of any series designated pursuant
to Section 3.01 as being defeasible pursuant to this Article XIII (hereinafter called a “Defeasible Series”), upon
compliance with the conditions set forth below in this Article XIII.  Any such election shall be evidenced by an Establishment
Action or in another manner specified as contemplated by Section 3.01 for such Securities.


Section 13.02        
Defeasance and Discharge.


Upon the Company’s exercise of the
option provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Defeasible Series and
subject to Section 13.01, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding
Securities of such series as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied
(hereinafter called “Defeasance”).  For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under the Securities of such series and this Indenture insofar as the Securities of such series are concerned
(and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Securities of such series
to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on such Securities of such series when payments are due, (2) the Company’s
obligations with respect to the Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article XIII.  Subject to compliance with this Article
XIII, the Company may exercise its option provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities
of any Defeasible Series notwithstanding the prior exercise of its option provided in Section 13.01 to have Section 13.03 applied
to the Outstanding Securities of such series.


Section 13.03        
Covenant Defeasance.


Upon the Company’s exercise of the
option provided in Section 13.01 to have this Section 13.03 applied to the Outstanding Securities of any Defeasible Series, (1)
the Company shall be released from its obligations under Section 8.01 and any covenants provided pursuant to Section 3.01(17),
9.01(2) or 9.01(7) for the benefit of the Holders of such Securities, and (2) the occurrence of any event specified in Sections
5.01(3), 5.01(4) (with respect to Section 8.01 and any such covenants provided pursuant to Section 3.01(17), 9.01(2) or 9.01(7)),
and 5.01(7) shall be deemed not to be or result in an Event of Default, in each case with respect to the Outstanding Securities
of such series as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter
called “Covenant Defeasance”).  For this purpose, such Covenant Defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section
(to the extent so specified in the case of Section 5.01(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document,
but the remainder of this Indenture and the Securities of such series shall be unaffected thereby.


Section 13.04        
Conditions to Defeasance or Covenant Defeasance.


The following shall be the conditions to
application of either Section 13.02 or Section 13.03 to the Outstanding Securities of any Defeasible Series:






    	 	 41	 



     

    

(1)          
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee that satisfies the
requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article XIII applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of Outstanding Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations
that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on the Securities of such series on the respective Stated Maturities,
in accordance with the terms of this Indenture and the Securities of such series.  As used herein, “U.S. Government
Obligation” means (x) any security that is (i) a direct obligation of the United States of America for the payment of which
full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act of 1933, as amended) as custodian with respect to any U.S. Government Obligation specified in Clause (x) and held by such custodian
for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on
any such U.S. Government Obligation, provided that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect
of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.


(2)          
In the case of an election under Section 13.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date
first set forth hereinabove, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the
effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not
recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with
respect to the Securities of such series and will be subject to Federal income tax on the same amount, in the same manner and at
the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


(3)          
In the case of an election under Section 13.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as
a result of the deposit and Covenant Defeasance to be effected with respect to the Securities of such series and will be subject
to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur.


(4)          
The Company shall have delivered to the Trustee an Officer’s Certificate to the effect that the Securities of such series,
if then listed on any securities exchange, will not be delisted as a result of such deposit.


(5)          
No Event of Default or event that (after notice or lapse of time or both) would become an Event of Default shall have occurred
and be continuing at the time of such deposit or, with regard to any Event of Default or any such event specified in Sections 5.01(6)
and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until after such 90th day).






    	 	 42	 



     

    

(6)          
Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of such Act).


(7)          
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound.


(8)          
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


(9)          
Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be qualified under such Act or exempt
from regulation thereunder.


Section
13.05                         
Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
Provisions.


All money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section
13.04 in respect of the Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in accordance with
the provisions of the Securities of such series and this Indenture, to the payment, either directly or through any such Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such
series, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust
need not be segregated from other funds except to the extent required by law.


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant
to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by
law is for the account of the Holders of Outstanding Securities.


Anything in this Article XIII to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 13.04 with respect to Securities of any Defeasible Series that, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant
Defeasance with respect to the Securities of such series.


Section 13.06        
Reinstatement.


If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article XIII with respect to the Securities of any series by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article XIII with respect to Securities of such series until such time as the Trustee or Paying Agent is permitted
to apply all money held in trust pursuant to Section 13.05 with respect to Securities of such series in accordance with this Article
XIII; provided, however, that if the Company makes any payment of principal of or any premium or interest on any
Security of such series following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
of Securities of such series to receive such payment from the money so held in trust.






    	 	 43	 



     

    

ARTICLE XIV



SUBORDINATION OF SECURITIES


 


Section 14.01       Securities Subordinate to Senior Debt.


 


The Company for itself, its successors and assigns,
covenants and agrees, and each Holder of Securities issued, whether upon original issue or upon transfer or assignment thereof,
by its acceptance thereof likewise covenants and agrees, that the payment of principal of and premium, if any, and interest on
each and all Securities is hereby expressly subordinated, to the extent and in the manner hereinafter in this Article set forth,
in right of payment to the prior payment in full of all Senior Debt. The provisions of this Article shall constitute a continuing
offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, and such provisions
are made for the benefit of the holders of Senior Debt, and such holders are hereby made obligees hereunder the same as if their
names were written herein as such, and they and/or each of them may proceed to enforce such provisions.


 


Section 14.02       Payments to Securityholders. 


 


(a)       Upon (i) any acceleration of the principal
amount due on the Securities of any series or (ii) any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, or any assignment
for the benefit of creditors, marshaling of assets and liabilities, or any debt restructuring or similar proceedings in connection
with any insolvency or bankruptcy proceeding, all principal, premium, if any, sinking funds and interest, if any, due upon all
Senior Debt shall first be paid in full, or payment thereof provided for in cash or cash equivalents in accordance with its terms,
before any payment is made on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the Securities,
and upon any such dissolution or winding-up or liquidation or reorganization, any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the Holders of the Securities of any series under the
terms of this Indenture would be entitled, except for the provisions hereof, shall (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred by the provisions hereof upon the Senior Debt and
the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable
bankruptcy law), be paid by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making
such payment or distribution, or by the Trustee or the Holders of the Securities if received by them, directly to the holders of
Senior Debt (pro rata to each such holder on the basis of the respective amounts of Senior Debt held by such holder) or their representatives,
to the extent necessary to pay all Senior Debt (including interest thereon) in full in cash or cash equivalents in accordance with
its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment
or distribution is made to the Holders of the indebtedness evidenced by the Securities. The consolidation of the Company with,
or a merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided in Section 8.01
hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.02(a).


 


(b)       In the event that any payment or distribution
of assets of the Company of any kind or character not permitted by Section 14.02(a), whether in cash, property or securities,
shall be received by the Trustee or the Holders of Securities before all Senior Debt is paid in full, or provision made for such
payment, in accordance with its terms upon written notice to the Trustee or, as the case may be, such Holder, such payment or distribution
shall be held in trust for the benefit of, and shall be paid over or delivered to, (i) the holders of such Senior Debt or
their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing
any of such Senior Debt may have been issued, as their respective interest may appear, or (ii) if applicable, any receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making payment or distribution of assets of the Company, in each
case for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all such Senior Debt in
full in accordance with its terms, after giving effect to any concurrent payment or distribution to holders of such Senior Debt.
Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 5.06 or Section 6.07.
In addition, nothing in this Article shall prevent the Company from making or the Trustee from receiving or applying any payment
in connection with the redemption of Securities of a series if the first publication of notice of such redemption (whether by mail
or otherwise in accordance with this Indenture) has been made, and the Trustee has received such payment from the Company, prior
to the occurrence of any of the contingencies specified in this Section 14.02.


 






    	 	 44	 



     

    

(c)       No payment on account of principal of, premium,
if any, sinking funds or interest on the Securities of any series shall be made unless full payment of amounts then due for principal,
premium, if any, sinking funds and interest on any Senior Debt has been made or duly provided for in cash or cash equivalents in
accordance with the terms of such Senior Debt. No payment on account of principal, premium, if any, sinking funds or interest on
the Securities shall be made if, at the time of such payment or immediately after giving effect thereto, (i) there shall exist
a default in the payment of principal, premium, if any, sinking fund or interest with respect to any Senior Debt, or (ii) there
shall have occurred an event of default (other than a default in the payment of principal, premium, if any, sinking funds or interest)
with respect to any Senior Debt, as defined therein or in the instrument under which the same is outstanding, permitting the holders
thereof to accelerate the maturity thereof and upon written notice thereof given to the Trustee, with a copy to the Company (the
delivery of which shall not affect the validity of the notice to the Trustee), and such event of default shall not have been cured
or waived or shall not have ceased to exist.


 


Section 14.03        Subrogation to Rights of Holders of Senior
Debt. 


 


From and after the payment in full of all Senior
Debt, the Holders of the Securities (together with the holders of any other indebtedness of the Company which is subordinate in
right of payment to the payment in full of all Senior Debt, which is not subordinate in right of payment to the Securities and
which by its terms grants such right of subrogation to the holder thereof) shall be subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of assets or securities of the Company applicable to the Senior Debt until the
Securities shall be paid in full, and, for the purposes of such subrogation, no such payments or distributions to the holders of
Senior Debt of assets or securities, which otherwise would have been payable or distributable to Holders of the Securities, shall,
as between the Company, its creditors other than the holders of Senior Debt, and the Holders of the Securities, be deemed to be
a payment by the Company to or on account of the Senior Debt, it being understood that the provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders
of the Senior Debt, on the other hand, and nothing contained in this Article is intended to or shall impair as between the Company,
its creditors other than the holders of Senior Debt, and the Holders of the Securities, the obligation of the Company, which is
unconditional and absolute, to pay to the Holders of the Securities the principal of, premium, if any, sinking funds and interest,
if any, on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative
rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Debt, nor shall anything
herein or therein prevent the Trustee or the Holder of a Security of any series from exercising all remedies otherwise permitted
by applicable law upon default hereunder with respect to the Securities of such series subject to the rights of the holders of
Senior Debt, under Section 14.02, to receive cash, property or securities of the Company otherwise payable or deliverable
to the Trustee or the Holders of the Securities or to a representative of such Holders, on their behalf.


 


Section 14.04        Article Not to Prevent Event of Default.



 


Nothing contained in this Article or elsewhere
in this Indenture or the Securities of any series shall prevent at any time the Company from making payments at any time of principal
of, premium, if any, sinking funds or interest on the Securities, except under the conditions described in Section 14.02 or
during the pendency of any proceedings or sale referred to therein. The failure to make a payment on account of principal of, premium,
if any, sinking funds and interest by reason of any provision of this Article shall not be construed as preventing an Event of
Default under Section 5.01.


 


Section 14.05        Trustee to Effectuate Subordination; No Impairment
of Subordination 


 


Each Holder of a Security by its acceptance thereof,
whether upon original issue or upon transfer or assignment, authorizes and directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provisions in this Article and appoints the Trustee its attorney-in-fact
for any and all such purposes.


 






    	 	 45	 



     

    

No rights of any present or future holder of any
Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure
to act on the part of the Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance
by the Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such
holder may have or otherwise be charged with.


 


Without in any way limiting the generality of
the foregoing paragraph, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to
the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing
the subordination provided in this Article or the obligations of the Holders of the Securities to the holders of Senior Debt, do
any one or more of the following: (i) change the manner, place or terms of payment of, or renew or alter, Senior Debt, or
otherwise amend or supplement in any manner Senior Debt of any instrument evidencing the same or any agreement under which Senior
Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Debt; (iii) release any Person liable in any manner for the collection of Senior Debt; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.


 


Section 14.06        Notice to Trustee. 


 


The Company shall give prompt written notice to
a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee in the form of an Officers’ Certificate
of any fact known to the Company which would prohibit the making of any payment of money or distribution to or by the Trustee in
respect of the Securities pursuant to the provisions of this Indenture. Notwithstanding the provisions of this Article, including,
not limited to, Sections 14.02, 14.03 and 14.04 hereof, or any other provisions of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which would prohibit the making of any payment or distribution to or by the Trustee
in respect of the Securities otherwise required to be made pursuant to the terms of this Indenture or the Securities, unless and
until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee written notice thereof
from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written
notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee
shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the
terms hereof any cash, property or securities may become payable or distributable for any purposes (including, without limitation,
the payment of the principal of, premium, if any, sinking funds or interest on any Security), then, notwithstanding anything herein
to the contrary, the Trustee shall have full power and authority to receive and to apply monies, securities or other property received
by it for any such payment or distribution to the purpose for which they were received and shall not be affected by any notice
to the contrary which may have been received by it within such three Business Days prior to such date.


 


The Trustee shall be entitled to rely on the delivery
to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder)
to establish that such notice has been given by a holder of Senior Debt (or a trustee on behalf of any such holder). In the event
that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder
of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person
under the Article, and, if such evidence is not furnished, the Trustee may defer any payment or distribution to such Person pending
judicial determination as to the right of such Person to receive such payment or distribution.


 


Section 14.07        Reliance on Certificate of Liquidating Agent.



 


Upon any payment or distribution referred to in
this Article, the Trustee, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which a dissolution, winding up or total or partial liquidation or reorganization of the Company
is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities,
for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other
indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.


 






    	 	 46	 



     

    

Section 14.08        Trustee Not Fiduciary for Holders of Senior
Debt. 


 


With respect to the holders of Senior Debt, the
Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Indenture,
and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any
such holders if it shall in the absence of bad faith mistakenly pay over or distribute to Holders of the Securities of any series
or to the Company or to any other Person cash, property or securities to which any holders of Senior Debt shall be entitled by
virtue of this Article or otherwise.


 


Section 14.09        Rights of Trustee as Holder of Senior Debt.



 


The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time be held by it, to the
same extent as any other holder of Senior Debt, and nothing in Section 313 of the Trust Indenture Act or Section 611
or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 5.06 or Section 6.07.


 


Section 14.10        Article Applicable to Paying Agent.



 


In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this
Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee; provided, however, that this Section shall not apply to the Company or any Affiliate of the Company
if it or such Affiliate acts as Paying Agent.


 


Section 14.11        Trust Moneys Not Subordinated. 


 


Notwithstanding anything contained herein to the
contrary, payments from moneys or the proceeds of U.S. Government Obligations held in trust under Article Four or Thirteen by the
Trustee for the payment of principal of, premium, if any, and interest on the Securities from the date of deposit (if made in compliance
with this Indenture) shall not be subordinated to the prior payment of any Senior Debt or subject to the restraints set forth in
this Article, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt
of the Company or any other creditor of the Company.


 


(Signature Page to Follow)






    	 	 47	 



     

    

IN WITNESS WHEREOF, the parties hereto
have caused this Indenture to be duly executed as of the day and year first above written.


	 	UNITED STATES STEEL CORPORATION
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	[                        ]
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


  






     

     

    

UNITED STATES STEEL CORPORATION


Certain Sections of this Indenture relating
to


Sections 310 through 318(a), inclusive,
of the


Trust Indenture Act of 1939:


	Trust Indenture	 
	Act Section	 	 	Indenture Section
	§ 310     	 	(a)(1)	6.10
	 	 	(a)(2)	6.10
	 	 	(a)(3)	Not Applicable
	 	 	(a)(4)	Not Applicable
	 	 	(a)(5)	6.10
	 	 	(b)	6.08
	 	 	 	6.10
	 	 	(c)	Not Applicable
	§ 311	 	(a)	6.11
	 	 	(b)	6.11
	 	 	(c)	Not Applicable
	§ 312	 	(a)	7.01
	 	 	 	7.02
	 	 	(b)	7.02
	 	 	(c)	7.02
	§ 313	 	(a)	6.06
	 	 	 	7.03
	 	 	(b)	6.06
	 	 	 	7.03
	 	 	(c)	6.06
	 	 	 	7.03
	 	 	(d)	7.03
	§ 314	 	(a)	7.04
	 	 	(a)(4)	1.01
	 	 	 	10.04
	 	 	(b)	Not Applicable
	 	 	(c)(1)	1.02
	 	 	(c)(2)	1.02
	 	 	(c)(3)	Not Applicable
	 	 	(d)	Not Applicable
	 	 	(e)	1.02
	§ 315	 	(a)	6.01
	 	 	(b)	6.05
	 	 	(c)	6.01
	 	 	(d)	6.01
	 	 	(e)	5.14
	§ 316	 	(a)	1.01
	 	 	(a)(1)(A)	5.02
	 	 	 	5.12
	 	 	(a)(1)(B)	5.13
	 	 	(a)(2)	Not Applicable
	 	 	(b)	5.08
	 	 	(c)	1.04
	§ 317	 	(a)(1)	5.03
	 	 	(a)(2)	5.04
	 	 	(b)	10.03
	§ 318	 	(a)	1.07
	 	 	 	 	 	 














NOTE:      This reconciliation and tie
shall not, for any purpose, be deemed to be a part of the Indenture.


*The relevant provision will be included in Article X of
this Indenture or in a supplement thereto.