Exhibit 4.2


 







 






 


BRIDGE
bancORP, inc.


 


Issuer


 


and


 


Wilmington
Trust, National Association


 


Trustee


 





 






 


Indenture


 


Dated as of [                        ]


 





 






 


SUBORDINATED DEBT SECURITIES


  


 



 










 









 




     


     


    

 


bridge
bancorp, inc.


 


CERTAIN SECTIONS OF THIS INDENTURE RELATING
TO


SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE


TRUST INDENTURE ACT OF 1939:


 


	Trust Indenture	 	 
	Act Section 	 	Indenture Section
	§310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	608; 610
	§311(a)	 	613
	(b)	 	613
	§312(a)	 	701; 702
	(b)	 	702
	(c)	 	702
	§313(a)	 	703
	(b)	 	703
	(c)	 	703
	(d)	 	703
	§314(a)	 	704
	(a)(4)	 	1004
	(b)	 	Not Applicable
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	102
	§315(a)	 	601, 603
	(b)	 	602
	(c)	 	601
	(d)	 	601
	(e)	 	514
	§316(a)	 	101
	(a)(1)(A)	 	502; 512
	(a)(1)(B)	 	513
	(a)(2)	 	Not Applicable
	(b)	 	508
	(c)	 	104
	§317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	§318(a)	 	107


 





 






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

Indenture.



 




    	 	-i-	 



     


    

 


TABLE OF CONTENTS





 


	 	 	Page
	 	 	 
	ARTICLE I
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 
	Section 101.	Definitions	1
	 	 	 
	Section 102.	Compliance Certificates and Opinions	8
	 	 	 
	Section 103.	Form of Documents Delivered to Trustee	9
	 	 	 
	Section 104.	Acts of Holders; Record Dates	9
	 	 	 
	Section 105.	Notices, Etc., to Trustee and the Company	10
	 	 	 
	Section 106.	Notice to Holders; Waiver	11
	 	 	 
	Section 107.	Conflict with Trust Indenture Act	11
	 	 	 
	Section 108.	Effect of Headings and Table of Contents	11
	 	 	 
	Section 109.	Successors and Assigns	11
	 	 	 
	Section 110.	Separability Clause	12
	 	 	 
	Section 111.	Benefits of Indenture	12
	 	 	 
	Section 112.	Governing Law	12
	 	 	 
	Section 113.	Legal Holidays	12
	 	 	 
	Section 114.	Language of Notices, Etc.	12
	 	 	 
	Section 115.	Interest Limitation	12
	 	 	 
	Section 116.	No Personal Liability of Officers, Directors, Employees or Shareholders	13
	 	 	 
	ARTICLE II
	SECURITY FORMS
	 	 	 
	Section 201.	Forms Generally	13
	 	 	 
	Section 202.	Form of Face of Security	14
	 	 	 
	Section 203.	Form of Reverse of Security	17
	 	 	 
	Section 204.	Global Securities	21
	 	 	 
	Section 205.	Form of Trustee's Certificate and Authorization	22
	 	 	 
	ARTICLE III
	THE SECURITIES
	 	 	 
	Section 301.	Amount Unlimited; Issuable in Series	22
	 	 	 
	Section 302.	Denominations	26
	 	 	 
	Section 303.	Execution, Authentication, Delivery and Dating	26


 




    	 	-ii-	 



     


    

 


TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	Section 304.	Temporary Securities	28
	 	 	 
	Section 305.	Registration, Registration of Transfer and Exchange	28
	 	 	 
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	30
	 	 	 
	Section 307.	Payment of Interest; Interest Rights Preserved	31
	 	 	 
	Section 308.	Persons Deemed Owners	32
	 	 	 
	Section 309.	Cancellation	32
	 	 	 
	Section 310.	Computation of Interest	33
	 	 	 
	Section 311.	CUSIP Numbers	33
	 	 	 
	ARTICLE IV
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 401.	Satisfaction and Discharge of Indenture	33
	 	 	 
	Section 402.	Application of Trust Money	34
	 	 	 
	ARTICLE V
	REMEDIES
	 	 	 
	Section 501.	Events of Default	34
	 	 	 
	Section 502.	Acceleration of Maturity; Rescission and Annulment	35
	 	 	 
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	36
	 	 	 
	Section 504.	Trustee May File Proofs of Claim	37
	 	 	 
	Section 505.	Trustee May Enforce Claims Without Possession of Securities	37
	 	 	 
	Section 506.	Application of Money Collected	37
	 	 	 
	Section 507.	Limitation on Suits	38
	 	 	 
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	38
	 	 	 
	Section 509.	Restoration of Rights and Remedies	39
	 	 	 
	Section 510.	Rights and Remedies Cumulative	39
	 	 	 
	Section 511.	Delay or Omission Not Waiver	39
	 	 	 
	Section 512.	Control by Holders	38
	 	 	 
	Section 513.	Waiver of Past Defaults	40
	 	 	 
	Section 514.	Undertaking for Costs	40


 




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TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE VI
	THE TRUSTEE
	 	 	 
	Section 601.	Certain Duties and Responsibilities	40
	 	 	 
	Section 602.	Notice of Defaults	42
	 	 	 
	Section 603.	Certain Rights of Trustee	42
	 	 	 
	Section 604.	Not Responsible for Recitals or Issuance of Securities	43
	 	 	 
	Section 605.	May Hold Securities	43
	 	 	 
	Section 606.	Money Held in Trust	44
	 	 	 
	Section 607.	Compensation and Reimbursement	44
	 	 	 
	Section 608.	Disqualification; Conflicting Interests	44
	 	 	 
	Section 609.	Corporate Trustee Required; Eligibility	45
	 	 	 
	Section 610.	Resignation and Removal; Appointment of Successor	45
	 	 	 
	Section 611.	Acceptance of Appointment by Successor	46
	 	 	 
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	47
	 	 	 
	Section 613.	Preferential Collection of Claims Against the Company	47
	 	 	 
	Section 614.	Appointment of Authenticating Agent	48
	 	 	 
	ARTICLE VII
	HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY
	 	 	 
	Section 701.	The Company to Furnish Trustee Names and Addresses of Holders	49
	 	 	 
	Section 702.	Preservation of Information; Communications to Holders	49
	 	 	 
	Section 703.	Reports by Trustee	50
	 	 	 
	Section 704.	Reports by the Company	50
	 	 	 
	ARTICLE VIII
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 
	Section 801.	The Company May Consolidate, Etc., Only on Certain Terms	50
	 	 	 
	Section 802.	Successor Substituted	51
	 	 	 
	ARTICLE IX
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 901.	Supplemental Indentures Without Consent of Holders	51


 




    	 	-iv-	 



     


    

 


TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	Section 902.	Supplemental Indentures with Consent of Holders	52
	 	 	 
	Section 903.	Execution of Supplemental Indentures	53
	 	 	 
	Section 904.	Effect of Supplemental Indentures	53
	 	 	 
	Section 905.	Conformity with Trust Indenture Act	54
	 	 	 
	Section 906.	Reference in Securities to Supplemental Indentures	54
	 	 	 
	ARTICLE X
	COVENANTS
	 	 	 
	Section 1001.	Payment of Principal, Premium and Interest	54
	 	 	 
	Section 1002.	Maintenance of Office or Agency	54
	 	 	 
	Section 1003.	Money for Securities Payments to Be Held in Trust	55
	 	 	 
	Section 1004.	Statement by Officers as to Default	56
	 	 	 
	ARTICLE XI
	REDEMPTION OF SECURITIES
	 	 	 
	Section 1101.	Applicability of Article	56
	 	 	 
	Section 1102.	Election to Redeem; Notice to Trustee	57
	 	 	 
	Section 1103.	Selection by Trustee of Securities to be Redeemed	57
	 	 	 
	Section 1104.	Notice of Redemption	57
	 	 	 
	Section 1105.	Deposit of Redemption Price	58
	 	 	 
	Section 1106.	Securities Payable on Redemption Date	58
	 	 	 
	Section 1107.	Securities Redeemed in Part	58
	 	 	 
	ARTICLE XII
	SINKING FUNDS
	 	 	 
	Section 1201.	Applicability of Article	59
	 	 	 
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities	59
	 	 	 
	Section 1203.	Redemption of Securities for Sinking Fund	59
	 	 	 
	ARTICLE XIII
	DEFEASANCE
	 	 	 
	Section 1301.	Applicability of Article	60
	 	 	 
	Section 1302.	Legal Defeasance	60


 




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TABLE OF CONTENTS


(continued)


 


	 	 	Page
	 	 	 
	Section 1303.	Covenant Defeasance	62
	 	 	 
	Section 1304.	Application by Trustee of Funds Deposited for Payment of Securities	63
	 	 	 
	Section 1305.	Repayment to the Company	63
	 	 	 
	Section 1306.	Reinstatement	64
	 	 	 
	ARTICLE XIV
	SUBORDINATION OF SECURITIES
	 	 	 
	Section 1401.	Securities Subordinated to Senior Debt	64
	 	 	 
	Section 1402.	No Payment When Senior Debt in Default	66
	 	 	 
	Section 1403.	Trustee and Holders of Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt	67
	 	 	 
	Section 1404.	Payment Permitted If No Default	68
	 	 	 
	Section 1405.	Trustee Not Charged with Knowledge of Prohibition	68
	 	 	 
	Section 1406.	Trustee to Effectuate Subordination	69
	 	 	 
	Section 1407.	Rights of Trustee as Holder of Senior Debt	69
	 	 	 
	Section 1408.	Article Applicable to Paying Agents	69
	 	 	 
	Section 1409.	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt	69
	 	 	 
	Section 1410.	Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification	69
	 	 	 
	Section 1411.	Modification of Subordination Provisions	70


 




    	 	-vi-	 



     


    

 


INDENTURE dated as of [______________],
between BRIDGE BANCORP, INC., a New York corporation (the "Company"), having its principal office at 2200 Montauk Highway,
Bridgehampton, New York, 11932, and Wilmington Trust, National Association, a Delaware corporation (the "Trustee"), having
its principal office at 1100 N. Market Street, Wilmington, Delaware 19890.


 


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 unsecured subordinated debentures,
notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as provided in this Indenture.


 


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


 


This Indenture is subject
to the provisions of the Trust Indenture Act that are required to be a part of this Indenture and, to the extent applicable, shall
be governed by such provisions.


 


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 any series thereof, as follows:


 


ARTICLE
I


 


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
101.       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 in the United States, and, except as otherwise herein expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States at the date of such computation;


 




     


     


    

 


(4)       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


 


(5)       the
words "Article" and "Section" refer to an Article and Section, respectively, of this Indenture.


 


"Act",
when used with respect to any Holder, has the meaning specified in Section 104.


 


"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.


 


"Authenticating
Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


"Authorized Newspaper"
means a newspaper, in the English language or in an official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection
with which the term is used or in the financial community of such place.


 


"Bankruptcy Law"
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors or the protection of creditors.


 


"Board of Directors"
means the board of directors of the Company, or the executive or any other committee of that board duly authorized to act in respect
thereof.


 


"Board Resolution"
means a copy of a resolution certified by the Corporate Secretary of the Company, the principal financial officer of the Company
or any other authorized officer of the Company or a Person duly authorized by any of them, to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


"Business Day",
when used with respect to any Place of Payment or other location, means, except as otherwise provided as contemplated by Section
301 with respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment or other location are authorized or obligated by law, executive order or regulation
to close.


 


"Commission"
means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time
after the execution of this 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.


 




    	 	-2-	 



     


    

 


"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 the Chairman of the Board,
the Vice Chairman, the President or a Vice President of the Company, and by the Treasurer or Secretary of the Company, and delivered
to the Trustee.


 


"Corporate Trust
Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which at the date hereof is 1100 N. Market Street, Wilmington, Delaware 19890.


 


"Corporation"
includes corporations, associations, partnerships (general or limited), limited liability companies, joint-stock companies and
business trusts.


 


"Covenant defeasance"
has the meaning specified in Section 1303.


 


"Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


"Debt"
means any debt for money borrowed.


 


"Default"
means, with respect to a series of Securities, any event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.


 


"Defaulted Interest"
has the meaning specified in Section 307.


 


"Defeasance"
has the meaning specified in Section 1302.


 


"Definitive Security"
means a Security other than a Global Security or a temporary Security.


 


"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
301, until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
shall mean or include each Person which is then a Depositary hereunder, and if at any time there is more than one such Person,
shall be a collective reference to such Persons.


 


"Dollar"
or "$" means the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


"Event of Default"
has the meaning specified in Section 501.


 




    	 	-3-	 



     


    

 


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


 


"Fiscal Year"
means, with respect to the Company, each 12-month period beginning on January 1 and ending on December 31; provided, however,
that, with respect to a series of Securities, the first fiscal year will begin on the date such series of Securities is authenticated
and delivered under this Indenture. The Company will notify the Trustee if its fiscal year changes.


 


"Global Security"
means a Security in global form that evidences all or part of the Securities of any series and is 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" also shall include the terms of particular
series of Securities established as contemplated by Section 301.


 


"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 501(3).


 


"Officers' Certificate"
of a Person means a certificate signed by any two of the Chairman of the Board, the Vice Chairman, the President or a Vice President
of the Person, or if such Person is a partnership, of its general partner, and delivered to the Trustee. One of the officers or
such other Persons (as applicable) signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Person, or if such Person is a partnership, of its general partner.


 


"Opinion of Counsel"
means a written opinion of legal counsel, who may be an employee of or counsel for the Company, which opinion shall comply with
the provisions of Sections 102 and 103. Such counsel shall be acceptable to the Trustee, whose acceptance shall not be unreasonably
withheld.


 




    	 	-4-	 



     


    

 


"Original Issue
Discount Security" means any Security which provides for an amount less than the stated principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


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


 


(ii)       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, however, that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor has been made;


 


(iii)       Securities
which have been paid pursuant to Section 306 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; and


 


(iv)       Securities,
except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article XIII;


 


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 on such date pursuant to Section 502, (B) the principal amount of a Security denominated
in one or more currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent of such currencies or currency
units, determined in the manner provided as contemplated by Section 301 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 (as so determined) 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 the Trustee knows to
be so owned shall be so disregarded. Securities so owned as described in Clause (C) above 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.


 




    	 	-5-	 



     


    

 


"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.


 


"Periodic Offering"
means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or
Stated Maturities thereof, the original issue date or dates thereof, the redemption provisions, if any, with respect thereto, and
any other terms specified as contemplated by Section 301 with respect thereto, are to be determined by the Company upon the issuance
of such Securities.


 


"Person"
means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.


 


"Place of Payment",
when used with respect to the Securities of any series, means, unless otherwise specifically provided for with respect to such
series as contemplated by Section 301, the office or agency of the Company in _____________ and such other place or places where,
subject to the provisions of Section 1002, the principal of and any premium and interest on the Securities of that series are payable
as specified as contemplated by Section 301.


 


"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 306 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 301.


 


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


 


"Security Register"
and "Security Registrar" have the respective meanings specified in Section 305.


 


"Senior Debt"
means:


 


(i)       Any
of the Company’s indebtedness for borrowed or purchased money, whether or not evidenced by bonds, debentures, notes, or other
written instruments, including any obligations of the Company to general creditors or trade creditors,


 


(ii)       The
Company’s obligations under letters of credit,


 




    	 	-6-	 



     


    

 


(iii)       Any
of the Company’s indebtedness or other obligations with respect to commodity contracts, interest rate and currency swap agreements,
cap, floor, and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements designed to
protect against fluctuations in currency exchange or interest rates, and


 


(iv)     Any
guarantees, endorsements (other than by endorsement of negotiable instruments for collection in the ordinary course of business),
or other similar contingent obligations in respect of obligations of others of a type described in clauses (i), (ii), and (iii),
whether or not such obligation is classified as a liability on a balance sheet prepared in accordance with accounting principles
generally accepted in the United States,


 


in each case whether outstanding on the date
of execution of this Indenture or incurred later, other than obligations ranking on a parity with the Securities
or ranking junior to the Securities. Notwithstanding the foregoing, if the Federal Reserve Board (or other competent regulatory
agency or authority) promulgates any rule or issues any interpretation that defines general creditor(s), the main purpose of which
is to establish a criteria for determining whether the subordinated debt of a bank holding company is to be included in its capital,
then the term “general creditors” as used herein the definition of Senior Debt will have the meaning as described in
that rule or interpretation.


 


"Special Record
Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


 


"Stated Maturity",
when used with respect to the principal of 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.


 


"Subsidiary"
means, with respect to any Person, any entity of which more than 50% of the total voting power of the equity interests entitled,
without regard to the occurrence of any contingency, to vote in the election of directors, managers or trustees thereof; or any
partnership of which more than 50% of the partners' equity interests, considering all partners' equity interests as a single class,
is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person
or combination thereof.


 


"Tier 2 Capital Event" shall
mean the receipt by the Company of an opinion of independent bank regulatory counsel experienced in such matters to the effect
that, as a result of (i) any amendment to, or change (including any announced prospective change) in, the laws or any regulations
thereunder of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company or (ii) any
official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after the date of original issuance of the Securities,
the Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 Capital (or its then equivalent
if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Board of Governors
of the Federal Reserve System (or any successor regulatory authority with jurisdiction over bank holding companies), as then in
effect and applicable to the Company.


 




    	 	-7-	 



     


    

 


"Trust Indenture Act" means
the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as otherwise provided
in Section 905; provided, however, that if 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.


 


"U.S. Government
Obligations" means securities which are (i) direct obligations of the United States for the payment of which its full
faith and credit is pledged, or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States,
each of which are not callable or redeemable at the option of the issuer thereof.


 


"Vice President",
when used with respect to the Company, means any vice president of the Company, or when used with respect to the Trustee, means
any vice president of the Trustee.


 


Section
102.       Compliance Certificates and Opinions


 


Upon any application or
request by the Company to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with, and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied with. Each such certificate or opinion shall
be given in the form of an Officers' Certificate, if to be given by officers 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 Officers' Certificate
or Opinion of Counsel (except for certificates provided for in Section 1004) 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


 




    	 	-8-	 



     


    

 


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


 


Section
103.       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, stating that the information with respect to such factual matters is in the possession of the Company,
unless such counsel knows 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
104.       Acts of Holders; Record Dates


 


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 (either physically or by means of
a facsimile or an electronic transmission, provided that such electronic transmission is transmitted through the facilities
of a Depositary) by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered (either physically or by means of
a facsimile or an electronic transmission, provided that such electronic transmission is transmitted through the facilities
of a Depositary) 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 315 of the Trust Indenture Act) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.


 


Without limiting the generality
of the foregoing, a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take, by a proxy or
proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action


 




    	 	-9-	 



     


    

 


provided in this Indenture
to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide its proxy or proxies
to the beneficial owners of interests in any such Global Security.


 


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, principal
amount and serial numbers of Securities held by any Person, and the date of commencement of such Person's holding the same, shall
be proved by the Security Register.


 


Any request, demand, authorization,
direction, notice, consent, waiver or other action 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.


 


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.


 


The Company may 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, but the Company shall have no obligation to do so. 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.


 


Section
105.       Notices, Etc., to Trustee and the 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 in writing and actually received
by the Trustee at its office at 1100 N. Market Street, Wilmington, Delaware 19890, or at any other address previously furnished
in writing by the Trustee, or


 




    	 	-10-	 



     


    

 


(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 2200 Montauk Highway, Bridgehampton,
New York, 11932, to the attention of the Corporate Secretary, or at any other address previously furnished in writing to the Trustee
by the Company.


 


Section
106.       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 (if international mail, by air mail), 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. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have
been received by such Holder, whether or not such Holder actually receives such notice.


 


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 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
107.       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 excluded, as the case may be.


 


Section
108.       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
109.       Successors and Assigns


 


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


 




    	 	-11-	 



     


    

 


Section
110.       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
111.       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,
the holders of Senior Debt and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section
112.       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
113.       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 period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as
the case may be.


 


Section
114.       Language of Notices, Etc.


 


Any request, demand, authorization,
direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that
any published notice may be in an official language of the country of publication.


 


Section
115.       Interest Limitation


 


It is the intention of
the Company to conform strictly to all applicable usury laws and any subsequent revisions, repeals or judicial interpretations
thereof. Accordingly, if the transactions contemplated hereby would be usurious under any applicable law then, in that event, notwithstanding
anything to the contrary in the Securities or this Indenture, it is agreed as follows: (i) the aggregate of all consideration
which constitutes interest under applicable law with respect to a Security shall under no circumstances exceed the maximum amount
allowed by applicable law, and any excess shall be credited to the principal amount of such Security (or, if the principal amount
of such Security shall have been paid in full, refunded to the Company), to the extent permitted by applicable law; and (ii) in
the event that the maturity of any Security is accelerated or in the event of any redemption of such Security, then such consideration
that


 




    	 	-12-	 



     


    

 


constitutes interest under
applicable law may never include more than the maximum amount allowed by applicable law, and any excess shall be credited to the
principal amount of such Security (or, if the principal amount of such Security shall be paid in full, refunded to the Company),
to the extent permitted by applicable law. All calculations made to compute the rate of interest with respect to a Security for
the purpose of determining whether such rate exceeds the maximum amount allowed by applicable law shall be made, to the extent
permitted by such applicable law, by allocating and spreading during the period of the full stated term of such Security all interest
any time contracted for, taken, reserved, charged or received by such Holder or by the Trustee on behalf of any such Holder in
connection therewith so that the amount or rate of interest charged for any and all periods of time during the term of the Security
does not exceed the maximum amount or rate of interest allowed to be charged by law during the relevant period of time. Notwithstanding
any of the foregoing, if at any time applicable laws shall be changed so as to permit a higher rate or amount of interest to be
charged than that permitted prior to such change, then unless prohibited by law, references in this Indenture or any Security to
"applicable law" when used in the context of determining the maximum interest or rate of interest that can be charged
shall be deemed to refer to such applicable law as so amended to allow the greater amount or rate of interest.


 


The right to accelerate
maturity of any Security does not include the right to accelerate any interest which has not otherwise accrued to the date of such
acceleration, provided, however, that the foregoing shall not prohibit the continuing accrual after acceleration of interest in
accordance with the terms of the Indenture and such Security.


 


Section
116.       No Personal Liability of Officers, Directors, Employees or Shareholders


 


Obligations of the Company
under this Indenture and the Securities hereunder are payable only out of cash flow and assets of the Company. The Trustee, and
each Holder of a Security by its acceptance thereof, will be deemed to have agreed in this Indenture that no director, officer,
employee, or shareholder, as such, of the Company, the Trustee, or any Affiliate of any of the foregoing entities shall have any
personal liability in respect of the obligations of the Company under this Indenture or such Securities by reason of his, her or
its status. The agreements set forth in this Section are part of the consideration for the issuance of the Securities.


 


Section
117.       Applicability of Depositary


 


Notwithstanding any other
provision of this Indenture, so long as a series of Securities is a Global Security, the parties hereto will be bound at all times
by the applicable procedures of the Depositary with respect to such series.


 


ARTICLE
II



SECURITY FORMS


 


Section
201.       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 a Board Resolution or in one or more


 




    	 	-13-	 



     


    

 


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 applicable laws or the rules of any securities exchange or automated quotation system on which
the Securities of such series may be listed or traded or of any Depositary therefor 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 a Board Resolution, a copy of an appropriate record of such action shall be certified
by an authorized officer or other authorized Person on behalf of the Company and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any form of Security approved
by or pursuant to a Board Resolution must be acceptable as to form by the Trustee, such acceptance to be evidenced by the Trustee's
authentication of Securities in that form.


 


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
202.       Form of Face of Security


 


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


 


[If a Global Security,
insert legend required by Section 204 of the Indenture]


 


[If applicable, insert—UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


BRIDGE
BANCORP, inc.


 


[TITLE OF SECURITY]


 


	NO.	U.S.$


 


[CUSIP No.                   ]


 




    	 	-14-	 



     


    

 


BRIDGE
BANCORP, inc., a New York corporation (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 _____________ United States Dollars [state other currency] 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]. [If applicable, insert — The amount of interest payable for any period shall be computed on the basis of twelve
30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day
year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable
on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect
as if made on the date the payment was originally payable. A "Business Day" shall mean, when used with respect to any
Place of Payment, 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, executive order or regulation to close.] 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 shall 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 of which 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
or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required
by such exchange or automated quotation system, all as more fully provided in such 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.]


 




    	 	-15-	 



     


    

 


[If a Global Security,
insert—Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security
will be made by transfer of immediately available funds to a bank account in _____________ designated by the Holder 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 [state
other currency].]


 


[If a Definitive Security,
insert—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] [state other currency]
[or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind
the designation of any such Paying Agent, at the [main] offices of _____________ in _____________ and _____________ in _____________,
or at such other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn
on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in _____________ (so long as the applicable
Paying Agent has received proper transfer instructions in writing at least _____________ days prior to the payment date)] [if applicable,
insert—; provided, however, that payment of interest may be made at the option of the Company by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security
Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in _____________
[state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by
the Record Date prior to the applicable Interest Payment Date)].]


 


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.


 


Dated:__________________


	 	BRIDGE BANCORP, inc.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	-16-	 



     


    

 


Section
203.       Form of Reverse of Security


 


This Security is one of
a duly authorized issue of securities of the Company (the "Securities"), issued and to be issued in one or more series
under an Indenture dated as of _____________, 2008 (the "Indenture"), between the Company and Wilmington Trust, National
Association, as Trustee (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,
obligations, duties and immunities thereunder of the Company, the Trustee, the Holders of the Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture,
the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts,
may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions,
if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events
of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the
face hereof [if applicable, insert—, limited in aggregate principal amount to U.S.$ _____________].


 


[If applicable, insert—The
Securities of this series are subject to redemption upon not less than 30 nor more than 60 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 _____________], 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 nor more than 60 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,


 




    	 	-17-	 



     


    

 


	

    Year	 	Redemption Price for

    Redemption Through Operation

    of the Sinking Fund	 	Redemption Price for Redemption

    Otherwise Than Through 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,—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,—mandatory] sinking fund payments may be credited against subsequent
[if applicable,—mandatory] sinking fund payments otherwise required to be made [if applicable,—in the inverse order
in which they become due].]


 


[If the Security is subject
to redemption in part 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
Securities of this series are not redeemable prior to Stated Maturity.]


 


[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 (1)
of the amount of principal so declared due and payable, and (2) of interest on any overdue principal and overdue interest, all
of the Company's obligations in


 




    	 	-18-	 



     


    

 


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 not less than the Holders of a majority in aggregate principal amount of the Outstanding Securities
of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all affected series (voting as one class), on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. The Indenture permits,
with certain exceptions as therein provided, the Holders of a majority in principal amount of Securities of any series then Outstanding
to waive past defaults under the Indenture with respect to such series 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.


 


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, without the consent of the Holder, 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(s) and rate, and in the coin or currency, herein prescribed, except for Section 115 of the Indenture
(which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference.


 


[If a Global Security,
insert—This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the
limited circumstances provided in the Indenture.


 


The holders of beneficial
interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described
in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.]


 




    	 	-19-	 



     


    

 


[If a Definitive Security,
insert—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 [if applicable, insert — any place where the principal of and any premium and interest on this Security
are payable] [if applicable, insert— _____________ [, or, subject to any laws or regulations applicable thereto and to the
right of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main]
offices of _____________ in _____________ and in _____________ or at such other offices or agencies as the Company may designate]],
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 U.S.$ [state other currency] 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 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 is overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security is subordinated
in right of payment to Senior Debt, to the extent provided in the Indenture.


 


Obligations of the Company
under the Indenture and the Securities thereunder, including this Security, are payable only out of cash flow and assets of the
Company. The Trustee, and each Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that
no director, officer, employee, or shareholder, as such, of the Company, the Trustee, or any Affiliate of any of the foregoing
entities shall have any personal liability in respect of the obligations of the Company under the Indenture or such Securities
by reason of his, her or its status.


 


The Indenture contains
provisions that relieve the Company from the obligation to comply with certain restrictive covenants in the Indenture and for satisfaction
and discharge at any time of the entire indebtedness upon compliance by the Company with certain conditions set forth in the Indenture.


 




    	 	-20-	 



     


    

 


This Security shall be
governed by and construed in accordance with the laws of the state of New York.


 


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


 


[If a Definitive Security,
insert as a separate page—


 


FOR VALUE RECEIVED, the
undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________ (Please Print or Typewrite Name and Address
of Assignee) the within instrument of BRIDGE BANCORP, inc., and does hereby irrevocably
constitute and appoint __________________________ Attorney to transfer said instrument on the books of the within-named Company,
with full power of substitution in the premises.


 


Please Insert Social Security or

Other Identifying Number of Assignee:






	Dated:	 	 	 	(Signature)


 


Signature Guarantee:


(Participant in a Recognized Signature

Guaranty Medallion Program)


 


NOTICE: The signature to
this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration
or enlargement or any change whatever.]


 


Section
204.       Global Securities


 


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.


 


If Securities of a series
are issuable in whole or in part in the form of one or more Global Securities, as contemplated by Section 301, then, notwithstanding
Clause (9) of Section 301 and


 




    	 	-21-	 



     


    

 


the provisions of Section
302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be,
to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of
Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver
and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security
shall be in a Company Order (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel).


 


The provisions of the last
sentence of Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold
by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may
be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence
of Section 303.


 


Section
205.       Form of Trustee's Certificate and Authorization


 


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.


 


	 	Wilmington Trust, National Association
	 	As Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


ARTICLE
III



THE SECURITIES


 


Section
301.       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 a Board Resolution (and, subject to Section 303, to the extent
established pursuant to


 




    	 	-22-	 



     


    

 


rather than set forth in a Board Resolution,
in an Officers' Certificate or Company Order setting forth, or determining the manner of, such establishment) or established in
one or more indentures supplemental hereto, prior to the issuance of Securities of any series,


 


(1)       the
form and title of the Securities of the series (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 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, 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 Securities will be issued and on which the principal of, and premium, if any, on the Securities of the
series is payable or the method of determination thereof;


 


(5)       the
rate or rates (which may be fixed or variable) at which the Securities of the series shall bear interest, if any, or the method
of determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, 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, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of
the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series
may be surrendered for exchange and notices, and demands to or upon the Company in respect of the Securities of the series and
this Indenture may be served;


 


(7)       the
period or periods, if any, 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 or otherwise, if the Company is to have that option;


 


(8)       the
obligation, if any, and the option, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any
sinking fund or analogous provisions or upon the happening of a specified event 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, purchased or repaid, 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;


 




    	 	-23-	 



     


    

 


(10)       whether
payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for
taxes, assessments or governmental charges paid by Holders of the series;


 


(11)       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 denominated, payable, redeemable or purchasable 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 101;


 


(12)       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;


 


(13)       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;


 


(14)       the
right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the duration
of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances
additional interest on amounts deferred shall be payable;


 


(15)       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 502 or provable in bankruptcy pursuant to Section
504 or the method of determination thereof;


 


(16)       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 whether in temporary or permanent global form) 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 305 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;


 


(17)       any
deletions from, modifications of or additions to the Events of Default set forth in Section 501 or the covenants of the Company
set forth in Article X pertaining to the Securities of the series;


 


(18)       if
and the terms and conditions upon which any Securities of the series may be converted into or exchanged for securities, which may
include, without limitation, capital stock, of any class or series of the Company;


 




    	 	-24-	 



     


    

 


(19)       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, including, but not limited to an index based on a currency or currencies other than that in which the Securities of
that series are payable, or any other type of index, the manner in which such amounts shall be determined;


 


(20)       if
other than as provided in Sections 1302 and 1303, the terms and conditions upon which and the manner in which such series of Securities
may be defeased or discharged;


 


(21)       if
other than the Trustee, the identity of any other trustee, the Security Registrar and any Paying Agent;


 


(22)       any
restrictions or other provisions with respect to the transfer or exchange of the Securities; and


 


(23)       any
other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 901(3)).


 


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
Board Resolution or Officers' Certificate referred to above or in any such indenture supplemental hereto.


 


Any such Board Resolution
or Officers' Certificate referred to above with respect to Securities of any series filed with the Trustee on or before the initial
issuance of the Securities of such series shall be incorporated herein by reference with respect to Securities of such series and
shall thereafter be deemed to be a part of the Indenture for all purposes relating to Securities of such series as fully as if
such Board Resolution or Officers' Certificate were set forth herein in full.


 


All Securities of any one
series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of
such series or for the establishment of additional terms with respect to the Securities of such series.


 


If any of the terms of
the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person of the Company and delivered to the Trustee at or prior
to the delivery of the Officers' Certificate setting forth, or providing the manner for determining, the terms of the series.


 


With respect to Securities
of a series subject to a Periodic Offering, such Board Resolution or Officers' Certificate may provide general terms for Securities
of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company
Order, or that such terms shall be determined by the Company, or one or more of the Company's agents designated in an Officers'
Certificate, in accordance with a Company Order.


 




    	 	-25-	 



     


    

 


Section
302.       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 301. 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 minimum denominations of $1,000 and any integral multiple in excess thereof.


 


Section
303.       Execution, Authentication, Delivery and Dating


 


The Securities shall be
executed on behalf of the Company by the Chairman of the Board, Vice Chairman, Chief Executive Officer, Chief Financial Officer,
President or any Vice President of the Company and need not be attested. 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; provided, however, that in
the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to
time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic
instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee
as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of
Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to one or
more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, in addition to any Officers' Certificate
and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating,


 


(1)       the
form and terms (or the manner of determining the terms) of such Securities have been established by or pursuant to Board Resolution
as permitted by Section 201, that such form or forms have been established in conformity with the provisions of this Indenture;


 


(2)       if
the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established
by or pursuant to a Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a
series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the
case of Securities of a series offered in a Periodic Offering, to any


 




    	 	-26-	 



     


    

  


conditions specified in such
Opinion of Counsel (which conditions are reasonably acceptable to the Trustee);


 


(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, which conditions are reasonably acceptable to the Trustee, 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 and entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such
series Outstanding; and


 


(4)       such
other matters as the Trustee may reasonably request;


 


and, if the authentication and delivery relates
to a new series of Securities created by an indenture supplemental hereto, also stating that all conditions precedent to the execution
of the supplemental indenture with respect to that series of Securities have been complied with, the Company has the power to execute
and deliver any such supplemental indenture and has taken all necessary action for those purposes and any such supplemental indenture
has been executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance
with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance,
moratorium or other laws and legal principles affecting creditors' rights generally from time to time in effect and to general
equitable principles, whether applied in an action at law or in equity).


 


If such form or forms 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 301 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 301 or the Company Order and Opinion
of Counsel or Board Resolution or supplemental indenture 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.


 


With respect to Securities
of a series not to be originally issued at one time, the Trustee may rely upon the Opinion of Counsel and the other documents delivered
pursuant to Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities
of such series and any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original
issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made
in the Officers' Certificate shall be true and correct as if made on such date.


 


Each Security shall be
dated the date of its authentication.


 




    	 	-27-	 



     


    

 


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 of an authorized signatory,
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture. 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 309 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
304.       Temporary Securities


 


Pending the preparation
of Definitive Securities of any series, the Company may execute, and upon receipt of the documents required by Section 303, together
with a 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 of
like series 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
maintained pursuant to Section 1002 for the purpose of exchanges of Securities of such 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
305.       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 or in any other office
or agency of the Company in a Place of Payment being herein sometimes 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 Company shall, prior to the issuance of any Securities hereunder, appoint the Trustee as the initial
"Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. The Company
may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company
will give prompt written notice to the Trustee of any change of the


 




    	 	-28-	 



     


    

 


Security Registrar or of
the location of such office or agency. At all reasonable times the Security Register shall be available for inspection by the Trustee.


 


Upon surrender for registration
of transfer of any Security of any series at the office or agency of the Company maintained pursuant to Section 1002 for such purpose,
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 (except a Global Security) 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 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 304 or 1107 not involving any transfer.


 


Neither the Trustee nor
the Company shall be required (1) to issue, register the transfer of or exchange Securities of any series (or of any series and
specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of mailing of
a notice of redemption of Securities of that series selected for redemption under Section 1103 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 and except as otherwise specified as contemplated by Section 301, 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, except as provided in this paragraph. Every Security authenticated
and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security,
except as provided in this paragraph. If (1) (A) the Depositary for a Global Security notifies the Company that it is unwilling
or unable to continue as Depositary for such Global Security or


 




    	 	-29-	 



     


    

 


ceases to be a clearing agency
registered under the Exchange Act, and (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event
of Default has occurred and is continuing with respect to the Securities of such series and the Security Registrar has received
a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such series
(in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company determines
in its sole discretion that Securities of a series issued in global form shall no longer be represented by a Global Security, then
such Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination
and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion
thereof may be registered to, such Persons as such Depositary shall direct.


 


Section
306.       Mutilated, Destroyed, Lost and Stolen Securities


 


If any mutilated Security
is surrendered to the Trustee, together with such security or indemnity as may be required by the Company or the Trustee to save
each of them and any agent of either of them harmless, the Company shall execute and upon its request 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 (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) 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 upon its request 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. If,
after the delivery of such new Security, a bona fide purchaser of the original Security in lieu of which such new Security was
issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such new Security
from the party to whom it was delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company and
the Trustee in connection therewith.


 


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


 




    	 	-30-	 



     


    

 


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
307.          Payment of Interest; Interest Rights Preserved


 


Except as otherwise provided
as contemplated by Section 301 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).


 


(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 or automated quotation system on which such Securities may be listed or


 




    	 	-31-	 



     


    

 


traded, 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 and Section 305, 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.


 


For each series of Securities,
the Company shall, prior to 10:30 a.m. (_____________ time) on each payment date for principal and premium, if any, and interest,
if any, deposit with the Trustee money in immediately available funds sufficient to make cash payments due on the applicable payment
date.


 


Section
308.       Persons Deemed Owners


 


Except as otherwise provided
as contemplated by Section 301 with respect to any series of Securities, 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
Sections 305 and 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


No holder of any beneficial
interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such
Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as
the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or
the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.


 


Section
309.       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 canceled 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 canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held
by the Trustee shall be disposed of in accordance with its customary procedures, and the Trustee shall thereafter,


 




    	 	-32-	 



     


    

 


from time to time upon written
request, deliver to the Company a certificate with respect to such disposition.


 


Section
310.          Computation of Interest


 


Except as otherwise specified
as contemplated by Section 301 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 and interest on the Securities of each series for any partial period shall be computed
on the basis of a 360-day year of twelve 30-day months and the number of days elapsed in any partial month.


 


Section
311.          CUSIP Numbers


 


The Company in issuing
the Securities may use "CUSIP" numbers (in addition to the other identification numbers printed on the Securities), and,
if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the correctness of such "CUSIP" 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 "CUSIP"
numbers. The Company will promptly notify the Trustee of any change in the "CUSIP" numbers.


 


ARTICLE
IV



SATISFACTION AND DISCHARGE


 


Section
401.         Satisfaction and Discharge of Indenture


 


This Indenture shall upon
Company Request cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration
of transfer or exchange of such 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 with respect to such Securities, when


 


(1)          either


 


(A)        all
such Securities theretofore authenticated and delivered (other than (i) such Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306, and (ii) such 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, as provided in Section 1003) 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,


 




    	 	-33-	 



     


    

 


(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 irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for this purpose an amount
of money in the currency or currency units in which such Securities are payable 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 with respect to such Securities; 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 with respect to such Securities have been complied
with.


 


Notwithstanding the satisfaction
and discharge of this Indenture with respect to Securities of any series, (i) the obligations of the Company to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and the right of the Trustee to resign
under Section 610 shall survive, and (ii) if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause
(1) of this Section, the obligations of the Company and/or the Trustee under Sections 402, 606, 701 and 1002 and the last paragraph
of Section 1003 shall survive.


 


Section
402.         Application of Trust Money


 


Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 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.


 


ARTICLE
V



REMEDIES


 


Section
501.         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


 




    	 	-34-	 



     


    

 


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 (whether or not such payment is prohibited by the provisions of Article XIV hereof); or


 


(2)       default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity (whether or not such payment
is prohibited by the provisions of Article XIV hereof); or


 


(3)       default
in the performance, or breach, of any term, covenant or warranty of the Company in this Indenture (other than a term, 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 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


 


(4)       a
court having jurisdiction in the premises shall enter a decree or order for the appointment of a receiver, liquidator, trustee,
or similar official in any receivership, insolvency, liquidation, or similar proceeding relating to the Company, and such decree
or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(5)       the
Company shall consent to the appointment of a receiver, liquidator, trustee, or other similar official in any receivership, insolvency,
liquidation or similar proceeding with respect to the Company; or


 


(6)       a
“major subsidiary depository institution” of the Company, within the meaning of 12 C.F.R. § 217.20(d)(1)(vi),
shall be the subject of a receivership, insolvency, liquidation or similar proceeding.


 


Section
502.          Acceleration of Maturity; Rescission and Annulment


 


If an Event of Default
specified in Section 501(4), Section 501(5) or Section 501(6) occurs, the principal amount of the Notes, together with accrued
and unpaid interest, if any, thereon, shall automatically, and without any declaration or other action on the part of the Trustee
or any Holder, become immediately due and payable. The Maturity of the Notes shall not otherwise be accelerated as a result of
an Event of Default.


 


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, 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


 




    	 	-35-	 



     


    

 


(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 513.


 


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


 


Section
503.          Collection of Indebtedness 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 (whether or not such payment is prohibited by the provisions of Article XIV hereof), or


 


(2)       default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof (whether or not such payment
is prohibited by the provisions of Article XIV hereof),


 


the Company will, upon demand of the Trustee,
pay to it, for the benefit of 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.


 


If the Company fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and


 




    	 	-36-	 



     


    

 


may enforce the same against
the Company, or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company, or any other obligor upon such Securities, wherever situated.


 


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 most effectual 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
504.       Trustee May File Proofs of Claim


 


In case of any judicial
proceeding relative to the Company, or any other obligor upon the Securities, their property or their 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 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 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 607.


 


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 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
505.       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 Holders of the Securities in respect of which such judgment has been recovered.


 


Section
506.       Application of Money Collected


 


Any money or property collected
or to be applied 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 or property on account of principal or any premium or interest,


 




    	 	-37-	 



     


    

 


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 607;


 


SECOND: Subject to Article XIV,
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: The balance, if
any, to the Company.


 


Section
507.          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 a Security,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


(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)       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 and, if requested, provided to the Trustee reasonable security or indemnity 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 and, if requested, provision of security or 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 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
508.         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


 




    	 	-38-	 



     


    

 


any premium and (subject
to Sections 305 and 307) interest on such Security on the respective Stated Maturity 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
509.          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 in every such case, subject to
any determination in such proceeding, the Company, the Trustee and Holders shall be restored severally and respectively to their
former positions hereunder, and thereafter all rights and remedies of the Trustee and Holders shall continue as though no such
proceeding had been instituted.


 


Section
510.          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
306, no right or remedy herein conferred upon or reserved to the Trustee or to 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
511.          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.


 


Section
512.          Control by Holders


 


Subject to the provisions
of Section 603, Holders of a majority in aggregate 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, however, 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


 




    	 	-39-	 



     


    

 


(3)       subject
to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good
faith shall determine that the proceeding so directed would involve the Trustee in personal liability or would otherwise be contrary
to applicable law.


 


Section
513.          Waiver of Past Defaults


 


Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series may on behalf of Holders of all the Securities of such series
waive any past default hereunder with respect to such series and its consequences, except


 


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


 


(2)       a
default 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
514.          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, in the manner and to the extent provided in the Trust Indenture Act; provided, however,
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 Trustee, in any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or in
any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any
Security on or after the respective Stated Maturity expressed by such Security (or, in the case of redemption or repayment, on
or after the Redemption Date).


 


ARTICLE
VI



THE TRUSTEE


 


Section
601.          Certain Duties and Responsibilities


 


(a)           Except
during the continuance of an Event of Default with respect to any series of Securities,


 


(1)       the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to
the Securities of such series,








    	 	-40-	 



     


    

 


 


and no implied
covenants or obligations shall read into this Indenture against the Trustee; and


 


(2)       in
the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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
conforming to the requirements of this Indenture; but 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 conform on their face to the requirements of this Indenture.


 


(b)          In
case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with
respect to the Securities of such series such 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 such person's
own affairs.


 


(c)          No
provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that


 


(1)       this
Subsection shall not be construed to limit the effect of Subsection (a) of this Section;


 


(2)       the
Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts;


 


(3)       the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Securities of such series; and


 


(4)       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 in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 


(d)       Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section.


 




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Section
602.       Notice of Defaults


 


If a Default occurs and
is continuing with respect to the Securities of any series, the Trustee shall, within 90 days after it occurs, transmit, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of all uncured or unwaived Defaults known
to it; provided, however, that, except in the case of a Default in payment on the Securities of any series, the Trustee
shall be protected in withholding the notice if and so long as the board of directors, the executive committee or a trust committee
of directors or responsible officers of the Trustee determine in good faith that withholding such notice is in the interests of
Holders of Securities of such series; provided, further, however, that, in the case of any default or breach of the character
specified in Section 501(3) with respect to the Securities of such series, no such notice to Holders shall be given until at least
90 days after the occurrence thereof.


 


The Trustee shall not be
deemed to have notice or be charged with knowledge of any Default, except a Default under Sections 501(1) or 501(2) herein, unless
the Trustee shall have received from the Company or from any Holder written notice thereof at its Corporate Trust Office, and such
notice references the Securities in this Indenture. In the absence of any such notice, the Trustee may conclusively assume that
no such Default exists.


 


Section
603.          Certain Rights of Trustee


 


Subject to the provisions
of Section 601:


 


(1)       the
Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper
or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(2)       any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order (or in the case of a Periodic Offering, as agreed in procedures set forth in a Company Order pursuant to Section 303) and
any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3)       whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, rely upon an Officers' Certificate;


 


(4)       the
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(5)       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


 




    	 	-42-	 



     


    

 


satisfactory to it against
the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;


 


(6)       the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may, without obligation to do so, 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;


 


(7)       the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder; and


 


(8)       the
Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any
Person authorized to sign an Officers' Certificate, including any Person specified as so authorized in any such certificate previously
delivered and not superseded.


 


(9)       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.


 


Section
604.          Not Responsible for Recitals or Issuance of Securities


 


The recitals contained
herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. Neither the Trustee nor any Authenticating
Agent makes any representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.


 


Section
605.          May Hold Securities


 


The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 




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Section
606.          Money Held in Trust


 


Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed with the Company.


 


Section
607.          Compensation and Reimbursement


 


The Company agrees:


 


(1)       to
pay to the Trustee from time to time such compensation for all services rendered by it hereunder as shall be mutually agreed upon
by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);


 


(2)       to
reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad
faith; and


 


(3)       to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or
bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.


 


The obligations of the
Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder.


 


Without limiting any rights
available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 501(4) or Section 501(5), the expenses (including the reasonable charges and expenses of its counsel)
and the compensation for such services are intended to constitute expenses of administration under any applicable Bankruptcy Law.


 


The provisions of this
Section shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities.


 


Section
608.          Disqualification; Conflicting Interests


 


If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest
or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.


 




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Section
609.          Corporate Trustee Required; Eligibility


 


There shall at all times
be one or more Trustees hereunder with respect to the Securities of each series, at least one of which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus required by the Trust Indenture
Act. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of a supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


Section
610.          Resignation and Removal; Appointment of Successor


 


No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 611.


 


The Trustee may resign
at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


The Trustee may be removed
at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If at any time:


 


(1)       the
Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


(2)       the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or
by any such Holder, or


 


(3)       the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been
a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,


 




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petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 


If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of Holders of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the Company or Holders and accepted appointment in
the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of such series.


 


The Company shall give
notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided
in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.


 


Section
611.          Acceptance of Appointment by Successor


 


(1)       In
case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


(2)       In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (A) shall contain
such provisions as shall be necessary or desirable to transfer and confirm


 




    	 	-46-	 



     


    

 


to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (B) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee
is not retiring shall continue to be vested in the retiring Trustee, and (C) shall 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,
it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees as co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, but, on request
of the Company, or any successor Trustee, such retiring Trustee shall, upon payment of its charges, duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates.


 


(3)       Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section,
as the case may be.


 


(4)       No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.


 


Section
612.          Merger, Conversion, Consolidation or Succession to Business


 


Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 


Section
613.          Preferential Collection of Claims Against the Company


 


If and when the Trustee
shall be or become a creditor of the Company, or any other obligor upon the Securities, the Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the Company or any such other obligor.


 




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Section
614.       Appointment of Authenticating Agent


 


The Trustee (upon notice
to the Company) may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue (in accordance with procedures
acceptable to the Trustee) and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified
in this Section.


 


Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate agency or corporate trust business of such Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or
any further act on the part of the Trustee or such Authenticating Agent.


 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 




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Except with respect to
an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section.


 


If an appointment with
respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition
to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form:


 


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


 


	 	 	 	Wilmington Trust, National Association
	 	 	 	As Trustee
	 	 	 	 	 
	Date:	 	 	By:	 
	 	 	 	 	  As Authenticating Agent
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	  Authorized Signatory


 


ARTICLE
VII



HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY


 


Section
701.          The 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 later than each Interest Payment Date in each year, 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 preceding Regular Record Date, 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;


 


provided, however, that if and so long
as the Trustee shall be the Security Registrar for Securities of a series, no such list need be furnished with respect to such
series of Securities.


 


Section
702.          Preservation of Information; Communications to Holders


 


The Trustee shall comply
with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act.


 




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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 the names and addresses of Holders
made pursuant to the Trust Indenture Act.


 


Section
703.         Reports by Trustee


 


As promptly as practicable
after each May 15 beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year,
the Trustee shall mail to each Holder a brief report dated as of May 15 that complies with Trust Indenture Act Section 313(a) (but
if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b). Prior to delivery to the Holders,
the Trustee shall deliver to the Company a copy of any report it delivers to Holders pursuant to this Section 703; provided,
however, that no recourse may be taken against the Trustee for its failure to deliver a copy of such report to the Company
prior to its delivery of the report to the Holders.


 


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.


 


Section
704.         Reports by the Company


 


The Company shall file
with the Trustee and the Commission, and transmit to Holders, in accordance with rules and regulations prescribed from time to
time by the Commission, such information, documents and reports with respect to compliance by the Company with the conditions and
covenants of this Indenture as may be required from time to time by such rules and regulations.


 


ARTICLE
VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section
801.         The Company May Consolidate, Etc., Only on Certain Terms


 


The Company shall not consolidate
with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to, any
Person, unless:


 


(1)       the
Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust,
shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia
and shall expressly assume, by an indenture supplemental


 




    	 	-50-	 



     


    

 


 


hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest
on all the Securities and the performance or observance of every other covenant of this Indenture on the part of the Company to
be performed or observed;


 


(2)       immediately
after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary
as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event
of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and
be continuing;


 


(3)       if,
as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would
become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture,
the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the
Securities equally and ratably with (or prior to) all indebtedness secured thereby; and


 


(4)       the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


Section
802.          Successor Substituted


 


Upon any consolidation
of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or lease 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 successor Person
had been named as the Company herein and thereafter, except in the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Securities and coupons and may liquidate and dissolve.


 


ARTICLE
IX



SUPPLEMENTAL INDENTURES


 


Section
901.          Supplemental Indentures Without Consent of Holders


 


Without the consent of
any Holders of Securities, the Company 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 under this Indenture and the Securities and the assumption by such successor
Person of the obligations of the Company hereunder;


 




    	 	-51-	 



     


    

 


(2)       to
add covenants and Events of Default for the benefit of the Holders of all or any series of such Securities or to surrender any
right or power conferred by this Indenture upon the Company or to make any change that does not adversely affect the legal rights
hereunder of any Holder in any material respect;


 


(3)       to
add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination
shall become effective only after there are no such Securities of any series entitled to the benefit of such provision outstanding;


 


(4)       to
establish the forms or terms of the Securities of any series issued hereunder;


 


(5)       to
cure any ambiguity or correct any defect or inconsistency in this Indenture;


 


(6)       to
evidence the acceptance of appointment by a successor Trustee with respect to one or more series of Securities or otherwise;


 


(7)       to
qualify this Indenture under the Trust Indenture Act;


 


(8)       to
provide for uncertificated securities in addition to certificated securities;


 


(9)       to
supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities,
provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other
series; and


 


(10)       to
comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may
be listed or traded.


 


Section
902.          Supplemental Indentures with Consent of Holders


 


With the consent of the
Holders of not less than a majority in aggregate principal amount of all Outstanding Securities affected by such supplemental indenture
(voting as one class), the Company 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 modifying in
any manner the rights of Holders of Securities of such series under this Indenture; provided that the Company and the Trustee
may not, 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, if any, on, any Security, or reduce the
principal amount thereof or premium, if any, on or the rate of interest thereon or adversely affect any right to convert or exchange
any Security into any other security, or alter the method of computation of interest;


 


(2)       reduce
the percentage in principal amount of Securities required for any such supplemental indenture or for any waiver provided for in
this Indenture;


 




    	 	-52-	 



     


    

 


(3)       change
the Company's obligation to maintain an office or agency for payment of Securities and the other matters specified herein;


 


(4)       impair
the right to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on, any Security;


 


(5)       modify
the provisions of this Indenture with respect to the subordination of any Security in a manner adverse to the Holder thereof; or


 


(6)       modify
any of the provisions of this Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities
which are discussed in this Section or modify any provisions relating to the waiver by Holders of Securities of past defaults and
covenants, except to increase any required percentage or to provide that other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Security affected thereby.


 


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
903.          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 entitled to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee shall enter into any supplemental indenture which does not adversely affect the Trustee's
own rights, duties or immunities under this Indenture or otherwise. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.


 


Section
904.          Effect of Supplemental Indentures


 


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.


 




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Section
905.       Conformity with Trust Indenture Act


 


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


 


Section
906.       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. Failure to make a notation or issue a new Security shall not affect the validity
and effect of any amendment, supplement or waiver.


 


ARTICLE
X



COVENANTS


 


Section
1001.     Payment of Principal, Premium and Interest


 


The Company covenants and
agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest
on the Securities of that series in accordance with the terms of the Securities and this Indenture.


 


Section
1002.     Maintenance of Office or Agency


 


The Company will maintain
in each 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 will 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 of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


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 will 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.


 




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Except as otherwise specified
with respect to a series of Securities as contemplated by Section 301, the Company hereby initially designates as the Place of
Payment for each series of Securities to be the Corporate Trust Office of the Trustee, and initially appoints the Trustee as Paying
Agent at its office at 1100 N. Market Street, Wilmington, Delaware 19890, as the Company's office or agency for each such purpose
in such city.


 


Section
1003.       Money for Securities Payments to Be Held in Trust


 


If the Company or any of
its Subsidiaries shall at any time act as 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) hold
all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on Securities of that series
in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided; (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that
series) in the making of any payment of principal (and premium, if any) or interest, if any, on the Securities of that series;
and (3) during the continuance of any such default, 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 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 state which escheat laws control and the Trustee or any Paying Agent shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only to the state which escheat laws control for payment
thereof, and all


 




    	 	-55-	 



     


    

 


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 payment, may at the expense
of the Company cause to be published once, in an Authorized Newspaper, 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 paid to the state whose escheat laws control.


 


Section
1004.       Statement by Officers as to Default


 


The Company will deliver
to the Trustee, within 150 days after the end of each Fiscal Year of the Company ending after the date hereof, an Officers' Certificate,
stating whether or not to the best knowledge of the signer or signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof
of which they may have knowledge.


 


Section
1005.       Waiver of Certain Covenants


 


The Company may omit in
any particular instance to comply with any term, provision or condition set forth in Sections 1002 through 1004 with respect to
the Securities of any series if before the time for such compliance Holders of at least a majority in aggregate principal amount
of the Outstanding Securities of all affected series (voting as one class) 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 so 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.


 


A waiver which changes
or eliminates any term, provision or condition 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 term, provision or condition, shall be deemed not to affect the rights under this Indenture of the Holders of Securities
of any other series.


 


ARTICLE
XI



REDEMPTION OF SECURITIES


 


Section
1101.       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 301 for Securities of any series) in accordance with this Article.


 




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Section
1102.       Election to Redeem; Notice to Trustee


 


The election of the Company
to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, not less than 35 nor more than 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 (1) prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, or (2) pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance
with such restriction or condition.


 


Section
1103.       Selection by Trustee of Securities to be Redeemed


 


If less than all the Securities
of any series are to be redeemed (unless all 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 35 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, on a pro rata basis or or by lot or such similar method
in accordance with the procedures of DTC or by any other method which complies with any securities exchange or other applicable
requirements 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.


 


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
1104.       Notice of Redemption


 


Notice of redemption shall
be given by first-class mail (if international mail, by air 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,


 




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(3)       if
less than all the Outstanding Securities of any series and of a specified tenor 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 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, and


 


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


 


Notice of redemption of
Securities to be redeemed 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.


 


Section
1105.        Deposit of Redemption Price


 


On or prior to 10:30 a.m.
(Eastern Daylight Savings time) on any Redemption Date, 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 1003) 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
1106.        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 301, 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 307.


 


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
1107.        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


 




    	 	-58-	 



     


    

 


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
1201.       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 301 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 1202. 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
1202.       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
1203.       Redemption of Securities for Sinking Fund


 


Not less than 45 days prior
to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee),
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
1202 and stating the basis for such credit and that such Securities have not been previously so credited, and will also deliver
to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund


 




    	 	-59-	 



     


    

 


payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 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
1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Sections 1106 and 1107.


 


ARTICLE
XIII



DEFEASANCE


 


Section
1301.        Applicability of Article


 


The provisions of this
Article shall be applicable to each series of Securities except as otherwise specified as contemplated by Section 301 for Securities
of such series.


 


Section
1302.        Legal Defeasance


 


In addition to discharge
of the Indenture pursuant to Section 401, the Company shall be deemed to have paid and discharged the entire indebtedness on all
the Securities of such a series on the 91st day after the date of the deposit referred to in Clause (1) below, and the provisions
of this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration
of transfer and exchange of Securities of such series and the Company's right of optional redemption, if any, (ii) substitution
of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof
and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration),
and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and
immunities of the Trustee hereunder, and the Company's obligations in connection therewith (including, but not limited to, Section
607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of
such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and
(vii) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall, upon a Company
Request, execute proper instruments acknowledging the same, if the conditions set forth below are satisfied (hereinafter, "defeasance"):


 


(1)       The
Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the purposes of making
the following payments, specifically pledged as security for, and dedicated solely to, the benefit of Holders of the Securities
of such series (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in
legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and
in such amounts as will insure the availability of cash, or (C) a combination thereof, certified to be 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 (i) the principal and interest and premium, if any, on all Securities of such series on each date that such principal,
interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any
mandatory sinking fund payments on the dates on which such payments


 




    	 	-60-	 



     


    

 


 


are due and payable in accordance
with the terms of the Indenture and the Securities of such series;


 


(2)       The
Company has delivered to the Trustee an Opinion of Counsel based on the fact that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable
federal income tax law, in either case to the effect that, and such opinion shall confirm that, Holders of the Securities of such
series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge
and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the
case if such deposit, defeasance and discharge had not occurred;


 


(3)       If
the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments),
notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee
shall have been made;


 


(4)       No
Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be
continuing on the date of such deposit;


 


(5)       Such
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);


 


(6)       Such
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;


 


(7)       Such
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 registered under such Act or exempt from registration thereunder;
and


 


(8)       The
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for relating to the defeasance contemplated by this provision have been complied with.


 


For this purpose, such
defeasance means that the Company and any other obligor upon the Securities of such series shall be deemed to have paid and discharged
the entire debt represented by the Securities of such series, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1304 and the rights and obligations referred to in Clauses (i) through (vii), inclusive, of the
first paragraph of this Section, 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.


 




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Section
1303.        Covenant Defeasance


 


The Company and any other
obligor shall be released on the 91st day after the date of the deposit referred to in Clause (1) below from its obligations under
Sections 704 and 801 with respect to the Securities of any series on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"), and the Securities of such series shall thereafter be deemed to be not "Outstanding"
for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or other action or Act
of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed Outstanding
for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Securities of such
series, 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 Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of
any reference in such Section to any other provision herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 501, but, except as specified above, the remainder of this Indenture and the Securities
of such series shall be unaffected thereby. The following shall be the conditions to application of this Section 1303:


 


(1)       The
Company has irrevocably deposited or caused to be deposited with the Trustee 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 Holders of the Securities
of such series, (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in
legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and
in such amounts as will insure the availability of cash, or (C) a combination thereof, 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
(i) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest
or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (2) below, and (ii) any mandatory
sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and the
Securities of such series;


 


(2)       If
the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments),
notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee
shall have been made;


 


(3)       No
Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be
continuing on the date of such deposit;


 


(4)       The
Company has delivered to the Trustee an Opinion of Counsel which shall confirm that Holders of the Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will
be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case if
such deposit and covenant defeasance had not occurred;


 




    	 	-62-	 



     


    

 


(5)       Such
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);


 


(6)       Such
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;


 


(7)       Such
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 registered under such Act or exempt from registration
thereunder; and


 


(8)       The
Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel stating that all conditions precedent provided
for relating to the covenant defeasance contemplated by this provision have been complied with.


 


Section
1304.        Application by Trustee of Funds Deposited for Payment of Securities


 


Subject to the provisions
of the last paragraph of Section 1003, all moneys or U.S. Government Obligations deposited with the Trustee pursuant to Section
1302 or 1303 (and all funds earned on such moneys or U.S. Government Obligations) shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), to Holders of the
particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of
all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except
to the extent required by law. Subject to Sections 1302 and 1303, the Trustee shall promptly pay to the Company upon Company Order
any moneys held by it at any time, which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification delivered to the Trustee, are in excess of the amounts required to effect the defeasance with respect
to the Outstanding Securities in question.


 


Section
1305.        Repayment to the Company


 


The Trustee and any Paying
Agent promptly shall pay or return to the Company upon Company Request any money and U.S. Government Obligations held by them at
any time that are not required for the payment of the principal of and any interest on the Securities of any series for which money
or U.S. Government Obligations have been deposited pursuant to Section 1302 or 1303, which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amounts
required to effect the defeasance with respect to the Outstanding Securities in question.


 


The provisions of the last
paragraph of Section 1003 shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed
for two years after the Maturity of any series of Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 1302 or 1303.


 




    	 	-63-	 



     


    

 


Section
1306.       Reinstatement


 


If the Trustee or the Paying
Agent is unable to apply any money or U. S. Government Obligations in accordance with this Article by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the obligations of the Company under this Indenture and the Securities of the applicable series shall be revived and
reinstated as though no deposit had occurred pursuant to this Indenture until such time as the Trustee or the Paying Agent is permitted
to apply all such money or U. S. Government Obligations in accordance with this Article; provided, however, that if the
Company has made any payment of principal of or interest on any Securities of such series because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of Holders of such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or the Paying Agent.


 


ARTICLE
XIV



SUBORDINATION OF SECURITIES


 


Section
1401.       Securities Subordinated to Senior Debt


 


The Company covenants and agrees that anything
in this Indenture or the Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Securities
of each series is subordinate and junior in right of payment to all Senior Debt to the extent provided in this Indenture, and each
Holder of Securities of each series, by such Holder’s acceptance of such Securities, likewise covenants and agrees to the
subordination provided in this Indenture and shall be bound by the provisions of this Indenture. Senior Debt shall continue to
be Senior Debt and entitled to the benefits of these subordination provisions irrespective of any amendment, modification, or waiver
of any term of the Senior Debt or extension or renewal of the Senior Debt.


 


In the event of


 


		(a)	any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition, or other similar proceeding relating to the Company or its property,



 


		(b)	any proceeding for the liquidation, dissolution, or other winding up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings,



 


		(c)	any assignment by the Company for the benefit of creditors, or



 


		(d)	any other marshaling of the assets of the Company,



 


all Senior Debt (including any interest on such Senior Debt accruing
after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash,
securities, or other property, shall be made to any Holder of any of the Securities on


 




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account of such Securities. Any payment or distribution, whether
in cash, securities, or other property (other than securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to
any securities issued in respect of such Senior Debt under any such plan of reorganization or readjustment), which would otherwise
(but for these subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or
delivered directly to the Trustee on behalf of the holders of Senior Debt in accordance with the priorities then existing
among such holders until all Senior Debt (including any interest on such Senior Debt accruing after the commencement of any such
proceedings) shall have been paid in full. In the event of any such proceeding, after payment in full of all sums owing with respect
to Senior Debt, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity
with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing
on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment
or other distribution, whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations
of the Company ranking junior to the Securities and such other obligations. The rights of holders of Senior Debt under this Section
do not extend to any payment or distribution, whether in cash, securities or other property, to the extent applied to the Trustee’s
rights to compensation, reimbursement of expenses, liabilities, or indemnification.


 


In the event that, notwithstanding the foregoing,
any payment or distribution of any character or any security, whether in cash, securities, or other property (other than securities
of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate,
at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities,
to the payment of all Senior Debt at the time outstanding and to any securities issued in respect of such Senior Debt under any
such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms
of this Indenture such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over
or delivered and transferred to, the Trustee on behalf of the holders of the Senior Debt at the time outstanding in accordance
with the priorities then existing among such holders for applications to the payment of all Senior Debt remaining unpaid to the
extent necessary to pay all such Senior Debt in full. In the event of the failure of the Trustee or any Holder to endorse or assign
any such payment, distribution, or security, each holder of Senior Debt is irrevocably authorized to endorse or assign the same.


 


No present or future holder of any Senior Debt
shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure
to act on the part of the Company. Nothing contained in this Indenture shall impair, as between the Company and the Holders of
Securities of each series, the obligation of the Company to pay to such Holders the principal of (and premium, if any) and interest
on such Securities or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by
applicable law or under this Indenture upon a default or Event of Default, all subject to the rights of the holders of the Senior
Debt to receive cash, securities, or other property otherwise payable or deliverable to the Holders.


 




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Senior Debt shall not be deemed to have been
paid in full unless the holders thereof shall have received cash, securities, or other property equal to the amount of such Senior
Debt then outstanding. Upon the payment in full of all Senior Debt, the Holders of Securities of each series shall be subrogated
to all rights of any holders of Senior Debt to receive any further payments or distributions applicable to the Senior Debt until
the indebtedness evidenced by the Securities of such series shall have been paid in full, and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities, or other property which otherwise would be paid or distributed
to the holders of Senior Debt shall, as between the Company and its creditors other than the holders of Senior Debt, on the one
hand, and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Debt, and not on account
of the Securities of such series.


 


       Notwithstanding
the foregoing or anything else in this Article XIV contained, at any time after the 123rd day following the date of deposit of
money and U.S. Government Obligations pursuant to Article IV or XIII (provided all conditions set out in the applicable Article
shall have been satisfied), the funds (including U.S. Government Obligations) so deposited and any interest thereon will not be
subject to any rights of holders of Senior Debt including, without limitation, those arising under this Article XIV; provided that
no event described in clauses (1) and (2) of Section 5.1 has occurred during such 123-day period.


 


The provisions of this Section 1401 shall
not impair any rights, interests, remedies, or powers of any secured creditor of the Company in respect of any security interest
the creation of which is not prohibited by the provisions of this Indenture.


 


Section 1402.       No
Payment When Senior Debt in Default


 


In the event and during the continuation of
any default in the payment of the principal of or any premium or interest on any Senior Debt beyond any applicable grace period
with respect to such Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred
and be continuing permitting the holders of such Senior Debt (or the trustee on behalf of the holders of such Senior Debt) to declare
such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall
have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default
in payment or event of default, then no payment (including any payment which may be payable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company on account of the
principal of or any premium or interest on the Securities or on account of the purchase or other acquisition of Securities, provided,
however, that nothing in this Section 1402 shall prevent the satisfaction of any sinking fund payment in accordance
with Article XII by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption
or otherwise) prior to such default in payment or event of default.


 




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Subject to Section 1405, in the event that,
notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 1402, and if such fact shall, at or prior to the time of such payment, have been made
known in a writing delivered to a responsible officer of the Trustee at the Corporate Trust Office by a holder of
Senior Debt or the Company or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered
to the Company.


 


The provisions of this Section 1402 shall
not apply to any payment with respect to which Section 1401 would be applicable.


 


Section
1403. Trustee and Holders of Securities May Rely on Certificate of
Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior
Debt


 


Upon any payment or distribution of assets of
the Company referred to in this Article XIV, the Trustee and the Holders shall be entitled to conclusively rely upon an order
or decree made by any court of competent jurisdiction in which such dissolution or winding up or liquidation or reorganization
or arrangement proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of
creditors, or other Person making such payment or distribution, delivered to the Trustee or to the Holders, 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 of or payable on and the amount or amounts paid or distributed on such Senior Debt or other indebtedness,
and all other facts pertinent to such Senior Debt or other indebtedness or to this Article XIV. In the absence of any such
bankruptcy trustee, receiver, assignee, or other Person, the Trustee shall be entitled to conclusively rely upon a written notice
by a Person representing itself, himself or herself to be a holder of Senior Debt (or a trustee or representative on behalf of
such holder) as evidence that such Person is a holder of such Senior Debt (or is such a trustee or representative), the amount
of or payable on and the amount or amounts paid or distributed on such Senior Debt or other indebtedness, and all other facts pertinent
to such Senior Debt or other indebtedness. 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 payments or distributions pursuant to
this Article XIV, 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, as to the extent to which such Person is entitled to participate in such payment
or distribution, and as to other facts pertinent to the rights of such Person under this Article XIV, and if such evidence
is not furnished, the Trustee may withhold any payment to such Person pending judicial determination as to the right of such Person
to receive payment. The Trustee, however, 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 pay over or deliver to the Holders or the Company or any other Person, cash, securities,
or other property to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise. 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.


 




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Section 1404.       Payment
Permitted If No Default


 


Nothing contained in this
Article XIV (except in Section 1405) or elsewhere in this Indenture, or in any of the Securities, shall prevent (a) the
Company at any time, except during the pendency of any dissolution, winding up, liquidation, or reorganization proceedings referred
to in Section 1401 or under the conditions specified in Section 1402, from making payments of the principal of (or premium,
if any) or interest on the Securities or (b) the application by the Trustee or any Paying Agent of any moneys deposited with
it under this Indenture to payments of the principal of or interest on the Securities, if, at the time of such deposit, a responsible
officer of the Trustee or such Paying Agent, as the case may be, had not received at the Corporate Trust Office the Officers’ Certificate or written notice provided for in Section 1405 of any event prohibiting the making of such
deposit, or if, at the time of such deposit (whether or not in trust) by the Company with the Trustee or any Paying Agent (other
than the Company) such payment would not have been prohibited by the provisions of this Article, and the Trustee or any Paying
Agent shall not be affected by any notice to the contrary received by it on or after such date.


 


Section 1405.      Trustee Not Charged
with Knowledge of Prohibition


 


Anything in this Article XIV or elsewhere
contained in this Indenture to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee, and shall be entitled conclusively
to assume that no such facts exist and that no event specified in Section 1401 or Section 1402 has happened, unless and until
a responsible officer of the Trustee shall have received at the Corporate Trust Office (i) an Officers’ Certificate
to that effect or (ii) notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives,
of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee
to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall
be outstanding; and before the receipt of any such Officers’ Certificate or 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 Officers’
Certificate or the written notice provided for in this Section at least three (3) Business Days prior to the date upon which by
the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or
interest on any Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and
authority to receive such money and to apply the same to the purpose for which such money were received and shall not be affected
by any notice to the contrary which may be received by it during or after such three (3) Business Day period.


 


The Company shall give prompt written notice
to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or
any Paying Agent.


 




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Section 1406.     Trustee to Effectuate
Subordination


 


Each Holder of Securities by such Holder’s
acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as between such Holder and holders of Senior Debt as provided in this Article and appoints
the Trustee its attorney-in-fact for any and all such purposes.


 


Section 1407.    Rights of Trustee as
Holder of Senior Debt


 


The Trustee shall be entitled to all the rights
set forth in this Article with respect to any Senior Debt which may at the time be held by it, to the same extent as any other
holder of Senior Debt. Nothing in this Article shall deprive the Trustee of any rights as such holder.


 


Section 1408.    Article Applicable
to Paying Agents


 


In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting under this Indenture, 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 the Paying Agent were named in this Article in
addition to or in place of the Trustee, provided, however, that Sections 1405 and 1407 shall not apply to the Company or any
Affiliate of the Company if the Company or such Affiliate acts as Paying Agent.


 


Section 1409.     Subordination
Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt


 


No right of any present or future holders
of any Senior Debt to enforce subordination as provided in this Indenture 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 which any such holder may have or be otherwise charged with. The holders of Senior Debt may, at any time or from
time to time and in their absolute discretion, change the manner, place, or terms of payment, change or extend the time of
payment of, or renew or alter, any such Senior Debt, or amend or supplement any instrument pursuant to which any such Senior
Debt is issued or by which it may be secured, or release any security, or exercise or refrain from exercising any other of
their rights under the Senior Debt including, without limitation, the waiver of default, all without notice to or assent from
the Holders of the Securities or the Trustee and without affecting the obligations of the Company, the Trustee, or the
Holders of the Securities under this Article.


 


Section 1410.      Trustee’s
Rights to Compensation, Reimbursement of Expenses and Indemnification


 


Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Sections 506 or 607, or otherwise in connection with any compensation, reimbursement or indemnification afforded the Trustee in connection with the Indenture.


 




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Section 1411.    Modification of Subordination
Provisions


 


Anything in Article IX or elsewhere contained
in this Indenture to the contrary notwithstanding, no modification or amendment and no supplemental indenture shall modify the
subordination provisions of this Article XIV in a manner that would adversely affect the holders of Senior Debt.


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed in multiple counterparts, each of which so executed shall be deemed
to be an original, but all of which shall together constitute but one and the same instrument, all as of the day and year first
above written.


 


	 	BRIDGE BANCORP, INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	Wilmington Trust, National Association
	 	 	 
	 	By:	 
	 	Name:
	 	Title: