Exhibit 4.3



 Exhibit 4.3 
 ArcelorMittal 
 and 

Wilmington Trust, National Association, 
 as Trustee 
 and 

Citibank, N.A. 
 as Securities Administrator 
 Form of Subordinated Securities Indenture

 Dated as of             , 2013 







 Exhibit 4.3 
 ArcelorMittal 
 and 

Wilmington Trust. National Association, 
 as Trustee 
 and 

Citibank, N.A. 
 as Securities Administrator 
 Reconciliation and tie between Trust
Indenture Act of 1939, as amended, and 
 the Subordinated Securities Indenture, dated as of
            , 2013 
  

			
	 Trust Indenture Act
 Section
	  	 Subordinated Securities

Indenture Section

	 §310(a)(1)
	  	6.09
	 (a)(2)
	  	6.09
	 (a)(3)
	  	Not Applicable
	 (a)(4)
	  	Not Applicable
	 (a)(5)
	  	6.09
	 (b)
	  	6.08
		  	6.10
	 §311(a)
	  	6.13
	 (b)
	  	6.13
	 (c)
	  	Not Applicable
	 §312(a)
	  	7.01
		  	7.02(a)
	 (b)
	  	7.02(b)
	 (c)
	  	7.02(c)
	 §313(a)
	  	7.03(a)
	 (b)
	  	7.03(b)
	 (c)
	  	7.03(b)
		  	7.03(c)
	 (d)
	  	7.03(c)
	 §314(a)(1),(2) and (3)
	  	7.04
	 (a)(4)
	  	10.06
	 (b)
	  	Not Applicable
	 (c)(1)
	  	1.02
	 (c)(2)
	  	1.02
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	1.02
	 §315(a)
	  	6.01(a)
	 (b)
	  	6.02
	 (c)
	  	6.01(b)
	 (d)
	  	6.01(c)
	 (d)(1), (2) and (3)
	  	6.01(c)
	 (e)
	  	5.12
	 §316(a)
	  	1.01
	 (a)(1)(A)
	  	5.05
	 (a)(1)(B)
	  	5.04
	 (a)(2)
	  	Not Applicable


  
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	 Trust Indenture Act
 Section
	  	 Subordinated Securities

Indenture Section

	 (b)
	  	5.07 and 5.08
	 (c)
	  	1.04
	 §317(a)(1)
	  	5.08
	 (a)(2)
	  	5.09
	 (b)
	  	6.06
	 §318(a)
	  	1.07

  

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


  
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 ArcelorMittal 
 and 
 Wilmington Trust. National Association, 

as Trustee 

and 
 Citibank,
N.A. 
 as Securities Administrator 
 Subordinated Securities Indenture, dated as of             , 2013 
 Reference is made to the following provisions of the Trust Indenture Act of 1939, as amended, which establish certain duties and responsibilities of the Company and the Trustee which may not be set forth
fully in this Subordinated Securities Indenture: 
  

					
	Section	 	Subject	 	 
			
	310(b)	 	Disqualifications of Trustee for conflicting interest	 	
			
	311	 	Preferential collection of claims of Trustee as creditor of Company	 	
			
	312(a)	 	Periodic filing of information by Company with Trustee	 	
			
	312(b)	 	Access of Securityholders to information	 	
			
	313(a)	 	Annual report of Trustee to Securityholders	 	
			
	313(b)	 	Additional reports of Trustee to Securityholders	 	
			
	314(a)	 	Reports by Company, including annual compliance certificate	 	
			
	314(c)	 	Evidence of compliance with conditions precedent	 	
			
	315(a)	 	Duties of Trustee prior to default	 	
			
	315(b)	 	Notice of default from Trustee to Securityholders	 	
			
	315(c)	 	Duties of Trustee in case of default	 	
			
	315(d)	 	Provisions relating to responsibility of Trustee	 	
			
	315(e)	 	Assessment of costs against litigating Securityholders in certain circumstances	 	
			
	316(a)	 	Directions and waivers by Securityholders in certain circumstances	 	
			
	316(b)	 	Prohibition of impairment of right of Securityholders to payment	 	
			
	316(c)	 	Right of Company to set record date for certain purposes	 	
			
	317(a)	 	Special powers of Trustee	 	
			
	318(a)	 	Provisions of Act to control in case of conflict	 	


  
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 TABLE OF CONTENTS 

 

							
	 	 	 	  	PAGE	 
			
		 	ARTICLE I	  			
		
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  			
			
	 Section 1.01.
	 	Definitions	  	 	1	  
			
	 Section 1.02.
	 	Compliance Certificates and Opinions	  	 	11	  
			
	 Section 1.03.
	 	Form of Documents Delivered to Trustee or the Securities Administrator	  	 	12	  
			
	 Section 1.04.
	 	Acts of Holders	  	 	12	  
			
	 Section 1.05.
	 	Notices, Etc., to Trustee, the Securities Administrator and Company	  	 	15	  
			
	 Section 1.06.
	 	Notice to Holders; Waiver	  	 	16	  
			
	 Section 1.07.
	 	Language of Notices, Etc.	  	 	17	  
			
	 Section 1.08.
	 	Conflict with Trust Indenture Act	  	 	17	  
			
	 Section 1.09.
	 	Effect of Headings and Table of Contents	  	 	17	  
			
	 Section 1.10.
	 	Successors and Assigns	  	 	17	  
			
	 Section 1.11.
	 	Separability Clause	  	 	17	  
			
	 Section 1.12.
	 	Benefits of Subordinated Securities Indenture	  	 	17	  
			
	 Section 1.13.
	 	Governing Law	  	 	17	  
			
	 Section 1.14.
	 	Jurisdiction	  	 	18	  
			
	 Section 1.15.
	 	Process Agent	  	 	18	  
			
	 Section 1.16.
	 	Calculation Agent	  	 	18	  
			
	 Section 1.17.
	 	Legal Holidays	  	 	19	  
			
	 Section 1.18.
	 	Judgment Currency	  	 	19	  
			
	 Section 1.19.
	 	Immunity of Incorporators, Shareholders, Officers, Directors and Employees	  	 	20	  
			
		 	ARTICLE II	  			
			
		 	SECURITY FORMS	  			
			
	 Section 2.01.
	 	Forms Generally	  	 	21	  
			
	 Section 2.02.
	 	Form of Securities Administrator’s Certificate of Authentication	  	 	22	  


  
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	 Section 2.03.
	 	Securities in Global Form	  	 	22	  
			
	 Section 2.04.
	 	Form of Legend for Book-Entry Securities	  	 	23	  

  

							
	 	 	ARTICLE III	  	 	 
			
		 	THE SECURITIES	  			
			
	 Section 3.01.
	 	Amount Unlimited; Issuable in Series	  	 	23	  
			
	 Section 3.02.
	 	Denominations	  	 	27	  
			
	 Section 3.03.
	 	Execution, Authentication, Delivery and Dating	  	 	27	  
			
	 Section 3.04.
	 	Temporary Securities	  	 	30	  
			
	 Section 3.05.
	 	Registration, Registration of Transfer and Exchange	  	 	32	  
			
	 Section 3.06.
	 	Mutilated, Destroyed, Lost and Stolen Securities	  	 	35	  
			
	 Section 3.07.
	 	Payment of Interest; Interest Rights Preserved	  	 	36	  
			
	 Section 3.08.
	 	Persons Deemed Owners	  	 	38	  
			
	 Section 3.09.
	 	Cancellation	  	 	39	  
			
	 Section 3.10.
	 	Computation of Interest	  	 	39	  
			
	 Section 3.11.
	 	Electronic Security Issuance	  	 	40	  
			
	 Section 3.12.
	 	CUSIP Numbers	  	 	40	  
			
		 	ARTICLE IV	  			
			
		 	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  			
			
	 Section 4.01.
	 	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	40	  
			
	 Section 4.02.
	 	Legal Defeasance and Discharge	  	 	40	  
			
	 Section 4.03.
	 	Covenant Defeasance	  	 	41	  
			
	 Section 4.04.
	 	Conditions to Legal or Covenant Defeasance	  	 	42	  
			
	 Section 4.05.
	 	Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions	  	 	43	  
			
	 Section 4.06.
	 	Repayment to Company	  	 	43	  
			
	 Section 4.07.
	 	Reinstatement	  	 	44	  
			
		 	ARTICLE V	  			
			
		 	DEFAULTS AND REMEDIES	  			
			
	 Section 5.01.
	 	Events of Default	  	 	44	  
			
	 Section 5.02.
	 	Acceleration	  	 	45	  
			
	 Section 5.03.
	 	Other Remedies	  	 	46	  


  
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	 Section 5.04.
	 	Waiver of Past Defaults	  	 	47	  
			
	 Section 5.05.
	 	Control by Majority	  	 	47	  
			
	 Section 5.06.
	 	Limitation on Suits	  	 	47	  
			
	 Section 5.07.
	 	Rights of Holders of Securities To Receive Payment	  	 	48	  
			
	 Section 5.08.
	 	Collection Suit by Trustee	  	 	48	  
			
	 Section 5.09.
	 	Trustee May File Proofs of Claim	  	 	48	  
			
	 Section 5.10.
	 	Priorities	  	 	49	  
			
	 Section 5.11.
	 	Restoration of Rights and Remedies	  	 	50	  
			
	 Section 5.12.
	 	Undertaking for Costs	  	 	50	  
			
		 	ARTICLE VI	  			
			
		 	THE TRUSTEE AND SECURITIES ADMINISTRATOR	  			
			
	 Section 6.01.
	 	Certain Duties and Responsibilities	  	 	50	  
			
	 Section 6.02.
	 	Notice of Defaults	  	 	52	  
			
	 Section 6.03.
	 	Certain Rights of Trustee	  	 	53	  
			
	 Section 6.04.
	 	Not Responsible for Recitals or Issuance of Securities	  	 	56	  
			
	 Section 6.05.
	 	May Hold Securities	  	 	57	  
			
	 Section 6.06.
	 	Money Held in Trust	  	 	57	  
			
	 Section 6.07.
	 	Compensation and Reimbursement	  	 	57	  
			
	 Section 6.08.
	 	Disqualification; Conflicting Interests	  	 	58	  
			
	 Section 6.09.
	 	Corporate Trustee Required; Eligibility	  	 	58	  
			
	 Section 6.10.
	 	Resignation and Removal; Appointment of Successor	  	 	58	  
			
	 Section 6.11.
	 	Acceptance of Appointment by Successor	  	 	60	  
			
	 Section 6.12.
	 	Merger, Conversion, Consolidation or Succession to Business	  	 	62	  
			
	 Section 6.13.
	 	Preferential Collection of Claims Against Company	  	 	62	  
			
	 Section 6.14.
	 	Appointment of Authenticating Agent	  	 	62	  
			
	 Section 6.15.
	 	Certain Rights of the Securities Administrator	  	 	64	  
	
	ARTICLE VII	  
	
	HOLDERS’ LISTS AND REPORTS BY SECURITIES ADMINISTRATOR AND COMPANY	  
			
	 Section 7.01.
	 	Company to Furnish Securities Administrator Names and Addresses of Holders of Securities	  	 	64	  


  
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	 Section 7.02.
	 	Preservation of Information; Communications to Holders	  	 	65	  
			
	 Section 7.03.
	 	Reports by Trustee	  	 	66	  
			
	 Section 7.04.
	 	Reports by Company	  	 	67	  
			
		 	ARTICLE VIII	  			
	
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER	  
			
	 Section 8.01.
	 	Company May Consolidate, Etc., Only on Certain Terms	  	 	68	  
			
	 Section 8.02.
	 	Successor Substituted	  	 	68	  
	
	ARTICLE IX	  
	
	SUPPLEMENTAL SUBORDINATED SECURITIES INDENTURES	  
			
	 Section 9.01.
	 	Supplemental Subordinated Securities Indentures Without Consent of Holders	  	 	69	  
			
	 Section 9.02.
	 	Supplemental Subordinated Securities Indentures with Consent of Holders	  	 	70	  
			
	 Section 9.03.
	 	Execution of Supplemental Subordinated Securities Indentures	  	 	72	  
			
	 Section 9.04.
	 	Effect of Supplemental Subordinated Securities Indentures	  	 	72	  
			
	 Section 9.05.
	 	Conformity with Trust Indenture Act	  	 	73	  
			
	 Section 9.06.
	 	Reference in Securities to Supplemental Subordinated Securities Indentures	  	 	73	  
			
		 	ARTICLE X	  			
			
		 	COVENANTS	  			
			
	 Section 10.01.
	 	Payments	  	 	73	  
			
	 Section 10.02.
	 	Maintenance of Office or Agency	  	 	73	  
			
	 Section 10.03.
	 	Appointment To Fill a Vacancy in the Office of the Trustee	  	 	74	  
			
	 Section 10.04.
	 	Notice of Certain Events	  	 	74	  
			
	 Section 10.05.
	 	[Reserved]	  	 	75	  
			
	 Section 10.07.
	 	Further Actions	  	 	75	  
			
	 Section 10.08.
	 	Stay, Extension and Usury Laws	  	 	75	  
			
	 Section 10.09.
	 	Corporate Existence	  	 	75	  
			
	 Section 10.10.
	 	Negative Pledge	  	 	76	  
			
	 Section 10.11.
	 	Payment of Additional Amounts	  	 	76	  
			
	 Section 10.12.
	 	Offer To Purchase upon a Change of Control	  	 	76	  


  
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		 	ARTICLE XI	  			
			
		 	REDEMPTION OF SECURITIES	  			
			
	 Section 11.01.
	 	Applicability of this Article	  	 	76	  
			
	 Section 11.02.
	 	Election to Redeem; Notice to Trustee and the Securities Administrator	  	 	76	  
			
	 Section 11.03.
	 	Redemption at the Option of the Company	  	 	77	  
			
	 Section 11.04.
	 	Mandatory Redemption	  	 	77	  
			
	 Section 11.05.
	 	Cancellation of Redeemed Securities	  	 	77	  
			
	 Section 11.06.
	 	Selection by Securities Administrator of Securities to be Redeemed	  	 	77	  
			
	 Section 11.07.
	 	Notice of Redemption	  	 	78	  
			
	 Section 11.08.
	 	Deposit of Redemption Price	  	 	78	  
			
	 Section 11.09.
	 	Securities Payable on Redemption Date	  	 	79	  
			
	 Section 11.10.
	 	Securities Redeemed in Part	  	 	80	  
			
		 	ARTICLE XII	  			
			
		 	SATISFACTION AND DISCHARGE	  			
			
	 Section 12.01.
	 	Satisfaction and Discharge	  	 	80	  
			
	 Section 12.02.
	 	Application of Trust Money	  	 	81	  
			
		 	ARTICLE XIII	  			
			
		 	SUBORDINATION OF THE SECURITIES	  			
			
	 Section 13.01.
	 	Securities Subordinate to Claims of Senior Creditors	  	 	82	  
			
	 Section 13.02.
	 	Provisions Solely to Define Relative Rights	  	 	82	  
			
	 Section 13.03.
	 	No Waiver of Subordination Provisions	  	 	83	  
			
	 Section 13.04.
	 	Reliance on Judicial Order or Certificate of Liquidating Agent	  	 	83	  
			
	 Section 13.05.
	 	Neither Trustee Nor Securities Administrator a Fiduciary for Senior Creditors	  	 	83	  
			
	 Section 13.06.
	 	Rights of Trustee and Securities Administrator as Senior Creditor; Preservation of Trustee’s and Securities Administrator’s Rights	  	 	84	  
			
	 Section 13.07.
	 	Article Applicable to Paying Agents	  	 	84	  


  
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		 	ARTICLE XIV	  			
			
		 	MEETINGS OF HOLDERS OF SECURITIES	  			
			
	 Section 14.01.
	 	Call and Notice of Holders’ Meeting	  	 	84	  
			
	 Section 14.02.
	 	Communication by Holders of Securities with Other Holders of Securities	  	 	85	  
			
	 Section 14.03.
	 	Persons Entitled to Vote at Meetings	  	 	85	  
			
	 Section 14.04.
	 	Quorum; Action	  	 	85	  
			
	 Section 14.05.
	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	  	 	86	  
			
	 Section 14.06.
	 	Counting Votes and Recording Action of Meetings	  	 	87	  


  
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 Exhibit 4.3 
 SUBORDINATED SECURITIES INDENTURE, dated as                     , 2013, between ArcelorMittal, a
société anonyme incorporated under Luxembourg law (hereinafter called the “Company”), Wilmington Trust, National Association, a national banking association (hereinafter called the “Trustee”)
and Citibank, N.A., a national banking association (hereinafter called the “Securities Administrator”). 

RECITALS OF THE COMPANY 
 The Company has duly authorized the execution and delivery of this Subordinated Securities Indenture to provide for the issuance from time to time of its unsecured subordinated debentures, notes or other
evidences of indebtedness (hereinafter called the “Securities”), to be issued in one or more series as is provided in this Subordinated Securities Indenture. 
 All things necessary to make this Subordinated Securities Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

NOW, THEREFORE, THIS SUBORDINATED SECURITIES INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as follows: 
 ARTICLE I

 DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION 
 Section 1.01. Definitions. For all purposes of this
Subordinated Securities Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (a) the
terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 
 (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; and 

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

  
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 Certain terms, used principally in Article VI, are defined in that Article. 

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

“Additional Amounts” has the meaning specified in Section 10.11. 

“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 purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and
“under common control with” have correlative meanings. 
 “Applicable Accounting Standards”
means the International Financial Reporting Standards as adopted in the European Union, as amended from time to time. 

“asset(s)” of any Person means, all or any part of its business, undertaking, property, assets, revenues (including any
right to receive revenues) and uncalled capital, wherever situated. 
 “Authenticating Agent” means any Person
authorized by the Securities Administrator pursuant to Section 6.14 to act on behalf of the Securities Administrator to authenticate Securities of one or more series. 
 “Authorized Officer”, means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer,
the Treasurer, any Assistant Treasurer, the Controller, the Corporate Secretary, any Vice-President, any Finance Special Proxy Holder of such Person and, with respect to the Company only, any member of the Group Management Board. 

“Board of Directors” means: 
 (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; 

(b) with respect to a partnership, the board of directors of the general partner of the partnership; 

  
 2 








 (c) with respect to a limited liability company, the managing member or members or any
controlling committee of managing members thereof; and 
 (d) with respect to any other Person, the board or committee of such
Person serving a similar function. 
 “Board Resolution” means a resolution of the Board of Directors, in
relation to which a certificate of the Corporate Secretary or an Authorized Officer of the Company certifying due authorization of the matter(s) set forth in such resolution and certifying that such resolution is in full force and effect on the date
of such certification, has been delivered to the Securities Administrator. 
 “Book-Entry Security” means a
Security bearing the legend specified in Section 2.04, evidencing all or part of a series of Securities, issued to the Depository for such series or its nominee, and registered in the name of such Depository or such nominee. Book-Entry
Securities shall not be deemed to be Securities in global form for purposes of Sections 2.01 and 2.03 and Article III of the Subordinated Securities Indenture. 
 “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York, Paris or Luxembourg or a place of payment (which shall have
been notified in writing to the Trustee and the Securities Administrator) are authorized by law, regulation or executive order to close. 
 “Calculation Agent” means the Person, if any, authorized by the Company to calculate the interest rate or other amounts from time to time in relation to any series of Securities.

 “Clearstream” means Clearstream Banking, a société anonyme, or its successor.

 “Closing Date” means the date on which the Securities of the relevant series are deposited with DTC, as
Depository. 
 “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.

 “Common Depository” has the meaning specified in Section 3.04. 

  
 3 








 “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 Subordinated Securities Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name
of the Company by two Authorized Officers of the Company, and delivered to the Trustee and/or the Securities Administrator, as applicable. 
 “Consolidated Financial Statements” means the Company’s most recently published: 
 (a) audited annual consolidated financial statements, as approved by the annual general meeting of its shareholders and audited by an independent auditor; or, as the case may be, 

(b) unaudited (but subject to a “review” from an independent auditor) consolidated half-year financial statements, as approved
by the Board of Directors, 
 in each case prepared in accordance with Applicable Accounting Standards. 

“Corporate Trust Office” means (i) with respect to the Trustee, the principal office of the
Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 1100 North Market Street, Rodney Square North, Wilmington, Delaware 19890, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the
Company) and (ii) with respect to the Securities Administrator, (i) solely for purposes of the transfer, surrender or exchange of the Securities: 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attn: Global Transaction Services – ArcelorMittal and (ii) for all
other purposes: 388 Greenwich Street, 14th Floor, New
York, NY 10013, Attn: Global Transaction Services – ArcelorMittal. 
 “Covenant Defeasance” has the
meaning specified in Section 4.03. 
 “Defaulted Interest” has the meaning specified in Section 3.07.
For the avoidance of doubt, the term Defaulted Interest shall not include interest which has been duly deferred or cancelled in accordance with the terms of any series of Securities as may be expressly set forth in any supplemental subordinated
securities indenture with respect to such series of Securities issued pursuant to Section 3.01, unless and until such previously deferred or cancelled interest becomes due and payable and the Company defaults at that time on the payment
thereof. 

  
 4 








 “Depository” means with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Book-Entry Securities, the clearing agency registered under the Exchange Act, specified for that purpose contemplated by Section 3.05. The Company initially appoints DTC to act as Depository
with respect to the Securities. 
 “Dollar or $” means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the payment of public and private debts. 

“DTC” means The Depository Trust Company. 
 “Euroclear” means the operator of the Euroclear System. 

“Event of Default” has the meaning specified in Section 5.01 except as expressly set forth in any supplemental
subordinated securities indenture with respect to Securities of any series issued pursuant to Section 3.01. 

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

“Exchange Date” has the meaning specified in Section 3.04. 

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and
payment for which the United States pledges its full faith and credit. 
 “Holder” means the Person in whose
name the Security is registered in the Security Register. 
 “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. 
 “Judgment Currency” has the meaning specified in Section 1.18. 

“Legal Defeasance” has the meaning specified in Section 4.02. 

  
 5 








 “Legal Holiday” has the meaning specified in Section 1.17. 

“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, if any, or by declaration of acceleration, call for redemption or otherwise, subject to any permitted deferral or cancellation of such
payment and the consequent delay or cancellation of such Maturity as may be expressly set forth in any supplemental subordinated securities indenture with respect to Securities of any series issued pursuant to Section 3.01. 

“Mittal Family” means Mr. and/or Mrs. L.N. Mittal and/or their family (acting directly or indirectly through
trusts and/or other entities controlled by any of the foregoing). 
 “New York Banking Day” has the meaning
specified in Section 1.18. 
 “Officer’s Certificate” means a certificate signed on behalf of the
Company by an Authorized Officer (as defined above) of the Company, that meets the requirements of Section 1.02 hereof. 

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel to the Company or any
Subsidiary of the Company in a form reasonably satisfactory to the Trustee and/or the Securities Administrator, as applicable. 

“Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof
to be due and payable upon a declaration of acceleration of the Stated Maturity thereof. 
 “Outstanding”, when
used with respect to Securities of all series or Securities of any series means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Subordinated Securities Indenture, except: 

 

	 	(i)	Such Securities theretofore cancelled by the Securities Administrator or delivered to the Securities Administrator for cancellation; 


 

	 	(ii)	 Such Securities or portions thereof for whose payment or redemption, or in the case of a Change of Control Offer (if such term is defined in the
relevant supplemental subordinated securities indenture issued pursuant to Section 3.01), purchase (a) money in the necessary amount has been theretofore deposited in trust with the Securities




  
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Administrator or any Paying Agent (other than the Company) 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 or (b) U.S. Government Obligations as contemplated by Section 4.04 in the necessary amount have been theretofore deposited in satisfaction of the requirements of Section 4.04 with the Securities Administrator (or a trustee
satisfying the requirements of Section 6.09) in trust for the Holders of such Securities in accordance with Section 4.04; provided that, if such Securities are to be redeemed or purchased, notice of such redemption or purchase has
been duly given pursuant to this Subordinated Securities Indenture or provision therefor satisfactory to the Trustee and the Securities Administrator has been made; and 


 

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

 provided, however, that in
determining whether the Holders of the requisite principal amount of such Outstanding Securities have given any request, demand, authorization direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders of
such Securities, (i) 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 Stated Maturity thereof pursuant to Section 5.02, (ii) the principal amount of Securities denominated in more than one currency (including composite currencies) shall be the Dollar equivalent (determined, unless
otherwise provided as contemplated by Section 3.01, on the basis of the spot rate of exchange, on the date of such determination, for any currency other than Dollars as determined by the Company or by an authorized exchange rate agent and
evidenced to the Trustee and the Securities Administrator by an Officer’s Certificate) of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of such determination of the amount
determined as provided in (i) above) of such Securities, and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee or the Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver,


  
 7 








 
or upon any such determination as to the presence of a quorum only Securities which a Responsible Officer of the Trustee or the Securities Administrator actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee and the Securities Administrator 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 such other obligor. For purposes of clause (ii) above, an exchange rate agent may be authorized in advance or
from time to time by the Company, and may be the Securities Administrator. Any such determination by the Company or by any such exchange rate agent shall be conclusive and binding on all Holders of Securities, the Trustee and the Securities
Administrator, and neither the Company nor such exchange rate agent shall be liable therefor in the absence of bad faith. 

“Paying Agent” means any Person (including the Company) authorized by the Company to pay the principal of, and premium
(if any) or interest (if any) on, any Securities on behalf of the Company. 
 “Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Place of Payment”, when used with respect to any series of Securities, means the place or places where, subject to the provisions of Section 10.02, the principal of, and premium (if
any) and interest (if any) on, the Securities of that series are payable as specified as contemplated by Section 3.01. 

“Process Agent” has the meaning specified in Section 1.15. 

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or
pursuant to this Subordinated Securities 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 Subordinated Securities Indenture or in such Security (including any premium with respect thereto). 

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

  
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 “Relevant Jurisdiction” has the meaning specified in Section 10.11.

 “Required Currency” has the meaning specified in Section 1.18. 

“Responsible Officer”, (i) when used with respect to the Trustee, means any officer within the corporate trust
department of the Trustee (or any successor group of the Trustee) including any vice president, assistant vice president, assistant treasurer, assistant secretary or any other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Trustee’s principal Corporate Trust Office because of his knowledge of and
familiarity with the particular subject, in each case having direct responsibility for the administration of this Subordinated Securities Indenture and (ii) when used with respect to the Securities Administrator, means any officer within the
corporate trust department of the Securities Administrator (or any successor group of the Securities Administrator) including any vice president, assistant vice president, assistant treasurer, assistant secretary or any other officer or assistant
officer of the Securities Administrator customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Securities
Administrator’s principal Corporate Trust Office because of his knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of this Subordinated Securities Indenture. 

“Securities” has the meaning stated in the first recital of this Subordinated Securities Indenture and more particularly
means any Securities authenticated and delivered under this Subordinated Securities Indenture. 
 “Securities
Administrator” means Citibank, N.A., a national banking association. 
 “Security” means any Security
substantially in the form of the Security set forth in Exhibit A or established pursuant to Section 2.01 which is registered in the Security Register. 
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05. 

“Senior Creditors”, with respect to a given series of Securities, has such meaning as is defined in the applicable
subordinated securities indentures supplemental as issued pursuant to Section 3.01. 

  
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 “Special Record Date” for the payment of any Defaulted Interest on the
Securities of any series means a date fixed by the Securities Administrator pursuant to Section 3.07. 
 “Stated
Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable. 
 “Subordinated Securities Indenture” means this instrument as
originally executed or as it may from time to time be supplemented or amended by one or more subordinated securities indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of a particular
series of Securities established as contemplated by Section 3.01. 
 “Subsidiary” means: 

(a) an entity of which a Person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or
similar right of ownership (and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise); and 

(b) in relation to the Company, an entity that fulfils the definition in paragraph (a) above and which is included in the
Consolidated Financial Statements on a fully integrated basis. 
 “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 Subordinated Securities 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 the Trustee with respect to Securities of that series.

 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and as it may be further amended
from time to time. 
 “United States” or “United States of America” means the United States of
America (including the States and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction. 

  
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 “U.S. Government Obligations” means securities which are (i) direct
obligations of the United States of America 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 of America the
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such obligation evidenced by such depository receipt or a specific payment of interest on or principal of any such obligation held by such custodian for the account of the
holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in
respect of the obligation set forth in (i) or (ii) above or the specific payment of interest on or principal of such obligation evidenced by such depository receipt. 
 Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee or the Securities Administrator to take any action under any provision of this
Subordinated Securities Indenture, the Company shall furnish to the Trustee or the Securities Administrator, as applicable, an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Subordinated Securities
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application
or request as to which the furnishing of such documents is specifically required by any provision of this Subordinated Securities Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Subordinated
Securities Indenture shall include: 
 (a) a statement that each individual signing such certificate or opinion has read such
condition or covenant and the definitions herein relating thereto; 
 (b) 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; 
 (c) 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 condition or covenant has been complied with; and


  
 11 









 (d) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with. 
 Section 1.03. Form of Documents Delivered to Trustee or the Securities
Administrator. 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 Authorized Officer or Authorized 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, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters is or 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 Subordinated Securities Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 1.04. Acts of Holders. 
 (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Subordinated Securities Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments 

  
 12 









 
or record, or both, are delivered to the Trustee or the Securities Administrator, as applicable, and, where it is hereby expressly required, to the Company. Such instrument or instruments and any
such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Subordinated Securities Indenture and (subject to Section 6.01) conclusive in favor of the
Trustee and the Company and any agent of the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 14.06. 

(b) 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 any 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 an officer of a corporation or association or a member of a partnership, or an official of a public or governmental body, on behalf of such corporation, association, partnership or public or governmental body or by a fiduciary, such
certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other
manner which shall be satisfactory to the Trustee or the Securities Administrator, as applicable. 
 (c) The principal amount
and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 
 (d) 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 or suffered to be done by the Trustee, the Securities Administrator or the Company in reliance thereon, whether or not
notation of such action is made upon such Security. 
 (e) With respect to the Securities of any series, upon receipt by the
Trustee or the Securities Administrator, as applicable, of (i) any written notice directing the time, method or place of conducting any proceeding or exercising any trust or power pursuant to Section 5.05 with respect to Securities of such


  
 13 









 
series or (ii) any written demand, request or notice with respect to any matter of which the Holders of Securities of such series are entitled to act under this Subordinated Securities
Indenture, in each case from Holders of less than, or proxies representing less than, the requisite principal amount of Outstanding Securities of such series entitled to give such demand, request or notice, the Trustee or the Securities
Administrator, as applicable, shall promptly notify the Company in writing that it has received such demand, request or notice, and the Company shall establish a record date for determining Holders of Outstanding Securities of such series entitled
to join in such demand, request or notice, which record date shall be the close of business on the day the Trustee or the Securities Administrator, as applicable, received such demand, request or notice. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in such demand, request or notice whether or not such Holders remain Holders after such record date; provided, however, that unless the Holders of the requisite
principal amount of Outstanding Securities of such series shall have joined in such demand, request or notice prior to the day which is the ninetieth day after such record date, such demand, request or notice shall automatically and without further
action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, (i) after the expiration of such 90-day period, a new demand, request or notice identical to a
demand, request or notice which has been cancelled pursuant to the proviso to the preceding sentence or (ii) during any such 90-day period, a new demand, request or notice which has been cancelled pursuant to the proviso to the preceding
sentence or (iii) during any such 90-day period, a new demand, request or notice contrary to or different from such demand, request or notice, in any of which events a new record date shall be established pursuant to the provisions of this
clause. 
 (f) 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 Subordinated Securities Indenture to be given or taken by Holders of Securities of
such series. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take
the relevant action, whether or not such Holders remain Holders after such record date. With regard to any action that may be given or taken hereunder only by Holders of a requisite principal amount of Outstanding Securities of any series (or their
duly appointed agents) and for which a record date is set pursuant to this paragraph, the Company may, at its option, set an expiration date after which no such action purported to be given or taken by any Holder shall be effective hereunder unless
given or taken on or prior 

  
 14 









 
to such expiration date by Holders of the requisite principal amount of Outstanding Securities of such series on such date (or their duly appointed agents). On or prior to any expiration date set
pursuant to this paragraph, the Company may, on one or more occasions at its option, extend such date to any later date, but not beyond 90 days. Nothing in this paragraph shall prevent any Holder (or any duly appointed agent thereof) from giving or
taking, after any expiration date, any action identical to, or, at any time, contrary to or different from, any action, given or taken, or purported to have been given or taken, hereunder by a Holder on or prior to such date, in which event the
Company may set a record date in respect thereof pursuant to this paragraph. Notwithstanding the foregoing or the Trust Indenture Act, the Company shall not set a record date for, and the provisions of this paragraph shall not apply with respect to,
any action to be given or taken by Holders pursuant to Sections 5.01, 5.02 or 5.05. 
 Section 1.05. Notices, Etc., to
Trustee, the Securities Administrator and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Subordinated Securities Indenture to be made upon, given
or furnished to, or filed with, 
 (a) the Trustee or the Securities Administrator by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee or the Securities Administrator, as applicable, at its Corporate Trust Office; or 

(b) the Company by the Trustee, the Securities Administrator or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in paragraph (20) of the back of the Form of Security set forth in
Exhibit A hereto to the attention of the Corporate Secretary or at any other address previously furnished in writing to the Trustee or the Securities Administrator, as applicable, by the Company; provided, however, that such instrument will
be considered properly given if submitted by facsimile. 
 Notwithstanding the foregoing, each of the Trustee and the Securities
Administrator agrees to accept and act upon instructions or directions pursuant to this Subordinated Securities Indenture sent by unsecured e-mail (so long as they are provided in a manually signed document on the applicable letterhead that has been
scanned in and attached to such e-mail in a format that is readable by the Trustee or the Securities Administrator, as applicable, including but not limited to .pdf format), facsimile transmission or other similar unsecured electronic methods;
provided, however, that (a) the party providing such written instructions, 

  
 15 









 
subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee or the Securities Administrator, as applicable, in a
timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. If the party elects to give the Trustee or the Securities
Administrator e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee or the Securities Administrator, as applicable, in its sole discretion elects to act upon such instructions, the Trustee’s or the
Securities Administrator’s, as applicable, understanding of such instructions shall be deemed controlling. Neither the Trustee nor the Securities Administrator shall be liable for any losses, costs or expenses arising directly or indirectly
from the Trustee’s or the Securities Administrator’s, as applicable, reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party
providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee or the Securities Administrator, as applicable, including without limitation the risk
of the Trustee or the Securities Administrator, as applicable, acting on unauthorized instructions, and the risk or interception and misuse by third parties. 
 Section 1.06. Notice to Holders; Waiver. Except as otherwise expressly provided herein, where this Subordinated Securities Indenture provides for notice to Holders of any event, such notice
shall be sufficiently given to Holders of Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Security affected by such event, at such Holder’s address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice, or, if the Security is registered in the name of DTC or another Depository, or their respective nominees, if delivered in accordance with the applicable
procedures of DTC or such other Depository. 
 If, by reason of the suspension of regular mail service, it shall be
impracticable to mail notice of any event to Holders of Securities when such notice is required to be given pursuant to any provision of this Subordinated Securities Indenture, then such manner of giving such notice as shall be acceptable to the
Trustee or the Securities Administrator, as applicable, shall constitute sufficient giving of such notice. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities. 

  
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 Where this Subordinated Securities 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 Securities Administrator, but such
filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

Section 1.07. Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver, Act of
Holders or other document required or permitted under this Subordinated Securities Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 

Section 1.08. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Subordinated Securities Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. 

Section 1.09. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof. 
 Section 1.10. Successors and Assigns. All
covenants and agreements in this Subordinated Securities Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 1.11. Separability Clause. In case any provision in this Subordinated Securities Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 1.12.
Benefits of Subordinated Securities Indenture. Nothing in this Subordinated Securities Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under this Subordinated Securities Indenture. 

Section 1.13. Governing Law. THIS SUBORDINATED SECURITIES INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. FOR THE AVOIDANCE OF DOUBT, THE PROVISIONS OF ARTICLE 86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL NOT APPLY TO THE SECURITIES. 

  
 17 









 Section 1.14. Jurisdiction. TO THE FULLEST EXTENT PERMITTED BY LAW AS
APPLICABLE, THE COMPANY IRREVOCABLY AGREES THAT ANY LEGAL SUIT, ACTION OR PROCEEDING BROUGHT BY ANY HOLDER OR BY ANY PERSON WHO CONTROLS SUCH HOLDER OR THE TRUSTEE OR SECURITIES ADMINISTRATOR ON BEHALF OF SUCH HOLDER ARISING OUT OF OR RELATING TO
THIS SUBORDINATED SECURITIES INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, NEW YORK, AND IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. 
 Section 1.15. Process Agent. The Company has appointed
ArcelorMittal International USA LLC (the “Process Agent”), at One South Dearborn, Chicago, Illinois 60603, United States (Attention: Corporate Secretary), as its agent to receive on its behalf service of copies of the summons and
complaints and any other process which may be served in any suit, action or proceeding arising out of or relating to this Subordinated Securities Indenture, the Securities or the transactions contemplated hereby brought in such New York State or
federal court sitting in The City of New York. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of
this Subordinated Securities Indenture. Such service may be made in any manner permitted by applicable law in any such suit, action or proceeding at the address for the Process Agent, and the Company hereby irrevocably authorizes and directs such
Process Agent to accept such service on its behalf. The Company represents and warrants that the Process Agent has agreed to act as said agent for service of process, and agrees that service of process in such manner upon the Process Agent shall be
deemed, to the fullest extent permitted by applicable law, in every respect effective service of process upon the Company in any such suit, action or proceeding. 
 Section 1.16. Calculation Agent. If the Company appoints a Calculation Agent with respect to any series of Securities, any determination of the interest


  
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rate on, or other amounts in relation to, such series of Securities in accordance with the terms of such series of Securities by such Calculation Agent shall (in the absence of manifest error,
bad faith or willful misconduct) be binding on the Company, the Trustee, the Securities Administrator and all Holders and (in the absence of manifest error, bad faith or willful misconduct) no liability to the Holders shall attach to the Calculation
Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions. 
 Section 1.17.
Legal Holidays. In any case where any Interest Payment Date, Redemption Date, or Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment (a “Legal Holiday”), then (notwithstanding any other
provision of this Subordinated Securities Indenture or of the Securities other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section) payment of principal and premium (if
any) or interest (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 (or such other Business Day as shall be provided in such Security) with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity or Maturity, if any, provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Stated Maturity or Maturity, as the case may be to such succeeding Business Day (or such other Business Day as shall be provided in such Security). 
 Section 1.18. Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due on the Securities of any series from the currency in which such sum is payable in accordance with the terms of such Securities (the “Required Currency”) into a currency in which a
judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee or the Securities Administrator, as applicable, could purchase in The
City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding that on which a final unappealable judgment is rendered and (b) its obligations under this Subordinated Securities Indenture to make
payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose 

  
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of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due under this Subordinated Securities Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal
holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close. 
 Section 1.19. Immunity of Incorporators, Shareholders, Officers, Directors and Employees. 
 (a) No recourse under or upon any obligation, covenant or agreement of this Subordinated Securities Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be
had against any incorporator, shareholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Subordinated Securities Indenture and the obligations issued hereunder are solely corporate obligations of the Company, and that no
such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, officers, directors or employees, as such, of the Company or of any successor corporation, or any of them, because of the creation of
the indebtedness hereby authorized, or under or by reason of the obligations or agreements contained in this Subordinated Securities Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability, either at
common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, shareholder, officer, director or employee, as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations or agreements contained in this Subordinated Securities Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the
execution of this Subordinated Securities Indenture and the issue of such Securities. 
 (b) All payments of interest and other
amounts, if any, to be made by the Trustee or the Securities Administrator hereunder shall be made only from the money deposited with the Trustee and only to the extent that the Trustee or the Securities Administrator, as applicable, shall have
sufficient income or proceeds to make such payments in accordance with the terms of this Subordinated Securities Indenture, and each Holder hereof, by its acceptance of a Security, 

  
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agrees that it will look solely to the income and proceeds deposited by the Company with the Trustee or the Securities Administrator, as applicable, to the extent available for distribution to
the Holder thereof as provided and that neither the Trustee nor the Securities Administrator is personally liable in any manner to the Holder hereof for any amounts payable or any liability under this Subordinated Securities Indenture of any
Security. 
 ARTICLE II 
 SECURITY FORMS 
 Section 2.01. Forms
Generally. The Securities of each series shall be in substantially the form set forth in Exhibit A to this Subordinated Securities Indenture, respectively, or in such other form (including temporary or permanent global form) as shall be
established in one or more subordinated securities indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Subordinated Securities 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 any applicable law or rule or regulation made pursuant thereto or with the rules of any securities
exchange or Depository therefor, as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities, provided, however, that such Securities shall have endorsed thereon a
statement in the following form or in substantially the following form:
 “The rights of the holder of the Security are, to
the extent and in the manner set forth in Section 13.01(a) of the Subordinated Securities Indenture, subordinated to the claims of other creditors of the Company, and this Security is issued subject to the provisions of that
Section 13.01(a), and the holder of this Security, by accepting the same, agrees to and shall be bound by such provisions. The provisions of Section 13.01(a) of the Subordinated Securities Indenture and the terms of this paragraph are
governed by, and shall be construed in accordance with, the laws of the Grand Duchy of Luxembourg.” 
 Unless otherwise
provided as contemplated by Section 3.01 with respect to any series of Securities, the Securities of each series shall be issuable in registered form. 
 The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules
of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities as evidenced by their execution of such Securities. 

  
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 Section 2.02. Form of Securities Administrator’s Certificate of Authentication.
The Securities Administrator’s certificate of authentication shall be in substantially the following form: 
 This is
one of the Securities of the series designated herein referred to in the within mentioned Subordinated Securities Indenture. 
  

			
	 Citibank, N.A., not in its individual
capacity but solely as Securities
Administrator

	
	
By:                       
                                         
                               



 Section 2.03. Securities in Global Form. If Securities of a series are issuable in
global form, as specified as contemplated by Section 3.01, then, notwithstanding clause (i) of Section 3.01 and the provisions of Section 3.02, any such 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 to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Outstanding Securities represented thereby shall be made by the Securities Administrator in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Securities Administrator pursuant to Section 3.03 or 3.04. Subject to the provisions of Section 3.03 and, if
applicable, Section 3.04, the Securities Administrator shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If
a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. 

  
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 The provisions of the last sentence of Section 3.03 shall apply to any Security
represented by a Security in global form if such Security was never issued and sold by the Company, and the Company delivers to the Securities Administrator the Security in global form together with written instructions in the form of an
Officer’s Certificate upon which the Securities Administrator may conclusively rely, and which need not be accompanied by an Opinion of Counsel, with regard to the reduction in the principal amount of Securities represented thereby, together
with the Officer’s Certificate contemplated by the last sentence of Section 3.03. 
 Notwithstanding the provisions of
Sections 2.01 and 3.07, payment of principal of, and premium (if any) and interest (if any) on, any Security in permanent global form shall be made to the Person in whose name such Security is registered in the Securities Administrator’s
Security Register. 
 Notwithstanding the provisions of Section 3.08, the Company, the Trustee, the Securities
Administrator and any agent of the Company, the Securities Administrator and the Trustee shall treat as the Holder a Person in whose name such Security is registered in the Securities Administrator’s Security Register. 

Section 2.04. Form of Legend for Book-Entry Securities. Any Book-Entry Security authenticated and delivered hereunder shall
bear a legend in substantially the following form: 
 If a Book-Entry Security—“This Security is a Book-Entry Security
within the meaning of the Subordinated Securities Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other
than the Depository or its nominee only in the limited circumstances described in the Subordinated Securities Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in such limited circumstances.” 
 ARTICLE III 
 THE SECURITIES 

Section 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated
and delivered under this Subordinated Securities Indenture is unlimited. 

  
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 The Securities may be issued in one or more series. There shall be established in one or
more subordinated securities indentures supplemental hereto, prior to the issuance of Securities of any series, 
 (a) the title
of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); 
 (b) the
authorized denominations in which any Securities of the series shall be issuable; 
 (c) any limit upon the aggregate principal
amount of the Securities of the series which may be authenticated and delivered under this Subordinated Securities 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 Sections 3.04, 3.05, 3.06, 9.06 or 11.10 and except for any Securities which, pursuant to Section 3.03 are deemed never to have been authenticated and delivered hereunder); 

(d) the applicable Stated Maturity, if any, Maturity, if any, and Redemption Dates, if any, of the Securities of the series; 

(e) the subordination terms with respect to the Securities of the series (per Article XIII); 

(f) the rate or rates per annum, (which may be fixed or floating and which may reset) at which the Securities of the series shall bear
interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, and the Regular Record Date for any interest payable on Securities on any Interest Payment Date or the
formula or method by which such rate or rates, or date or dates may be determined and whether such interest shall be subject to any adjustment; 
 (g) the terms applicable to deferral or cancellation of payments of principal, premium or interest, if any; 
 (h) the place or places where, subject to the provisions of Section 10.02, the principal of, and premium (if any) and interest (if any) on, Securities of the series shall be payable, any 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 Subordinated Securities
Indenture may be served; 

  
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 (i) the applicability of Article XI of this Subordinated Securities Indenture to the
Securities of such series, including but not limited to the terms of any mandatory or optional redemption, repayment or repurchase of the Securities of the series (including pursuant to any sinking fund or analogous provision) and the period or
periods within which and the price or prices at which the Securities of the series may be redeemed, repaid or repurchased, in whole or in part; 
 (j) if other than the full principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Securities of the series which shall be payable upon any
declaration of acceleration of the Stated Maturity thereof (if any) pursuant to Section 5.02 or upon redemption of Securities of any series which are redeemable before their Stated Maturity or which do not have a Stated Maturity; 

(k) any Paying Agents, transfer agents, Calculation Agents, Registrars or any other agents with respect to the Securities of the series
other than as set forth in this Subordinated Securities Indenture; 
 (l) the currency or currencies, including composite
currencies, in which payment of the principal of, and premium (if any) and interest (if any) on, such Securities shall be payable if other than the currency of the United States; 

(m) if the principal of, and premium (if any) and interest (if any) on, such Securities is to be payable, at the election of the Company
or any Holder thereof, in a coin or currency or currencies, including composite currencies, other than that or those in which such Securities are stated to be payable, the coin or currency or currencies, including composite currencies, in which
payment of the principal of, and premium (if any) or interest (if any) on, Securities of such series as to which such election is made shall be payable, and the period or periods within which, and the terms and conditions upon which, such election
may be made; 
 (n) if such Securities are to be denominated in more than one currency, including composite currencies, the
basis of determining the equivalent price in the currency of the United States (if other than as set forth in the definition of Outstanding) for purposes of determining the voting rights of Holders of such Securities under this Subordinated
Securities Indenture; 
 (o) the mechanism, if any, by which the Company may effect a temporary or permanent reduction in the
principal of the Outstanding Securities of the series; 

  
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 (p) the terms and conditions, if any, under which the Company may elect to vary the terms of
the Securities of the series pursuant to a supplemental subordinated securities indenture; 
 (q) whether the Securities of the
series will be listed on a securities exchange; 
 (r) the applicability of Section 4.01, Section 4.02 and/or
Section 4.03 to the Securities of any series; 
 (s) the respective rights and obligations, if any, of the Company and
holders of the Securities following a change of control of the Company, including, if applicable, the terms and conditions under which the Company could be required to redeem or make an offer to purchase Securities of the series; 

(t) if the amounts of payments of principal of, and premium (if any) or portions thereof or interest (if any) on, such Securities may be
determined with reference to an index, formula or other method or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the Calculation Agent, if any, who shall be appointed and
authorized to calculate such amounts; 
 (u) whether any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and
of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.05; 

(v) the applicability of Section 10.12 of this Subordinated Securities Indenture to the Securities of any series; 

(w) any deletions from, limitations or modifications of or additions to the Events of Default, defaults, enforcement events, solvency
events or covenants of the Company or other events permitting remedies that apply with respect to Securities of the series, whether or not such Events of Default, defaults, enforcement events, solvency events or covenants of the Company or other
events are consistent with the Events of Default or covenants, as the case may be, set forth herein; 
 (x) whether the
Securities of the series shall be issued upon original issuance in whole or in part in the form of one or more Book-Entry Securities and, in such case (a) the Depository with respect to such Book-Entry Security or


  
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Securities; and (b) the circumstances under which any such Book-Entry Security may be exchanged for Securities registered in the name of, and any transfer of such Book-Entry Security may be
registered to, a Person other than such Depository or its nominee, if other than as set forth in Section 3.05; 
 (y) the
terms, if any, upon which the Securities of the series may be convertible into and/or exchangeable for common shares of the Company; and 
 (z) any other terms of or provisions applicable to the series (which terms and provisions shall not be inconsistent with the provisions of this Subordinated Securities Indenture). 

All Securities of any one series shall be substantially identical as to denomination and except, as may otherwise be provided in or
pursuant to such supplemental indenture referred to above and (subject to Section 3.03) set forth in any such subordinated securities indenture supplemental hereto. All Securities of one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened for issuances of additional Securities of such series; provided, that such additional Securities will be issued with no more than de minimis original issue discount for U.S. federal income
tax purposes or be part of a qualified reopening for U.S. federal income tax purposes. Securities may differ between series in respect of any matters. 
 Section 3.02. Denominations. The denomination of each series of Securities issued as contemplated by Section 3.01 shall be set forth in the applicable supplemental subordinated securities
indenture. 
 Section 3.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on
behalf of the Company by an Authorized Officer. The signature of any of such officer on the Securities may be manual or by 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 Subordinated Securities Indenture, the Company may deliver Securities of any series executed by the Company to the Securities
Administrator for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Securities Administrator in accordance with the Company Order shall authenticate and deliver such Securities. 


  
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 If the forms or terms of the Securities of the series have been established in or pursuant
to one or more supplemental indentures as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and/or accepting the additional responsibilities under this Subordinated Securities Indenture in relation to such Securities, the
Trustee and the Securities Administrator shall receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating, 
 (a) if the forms of such Securities have been established by or pursuant to a supplemental indenture as permitted by Section 2.01, that such forms have been established in conformity with the
provisions of this Subordinated Securities Indenture; 
 (b) if the terms of such Securities have been established by or
pursuant to a supplemental indenture as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Subordinated Securities Indenture; 

(c) that all conditions precedent in this Subordinated Securities Indenture to the issuance and authentication of the Securities have
been complied with by the Company; and 
 (d) that such Securities, when authenticated and delivered by the Securities
Administrator and issued by the Company in the manner and subject to customary qualifications specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms,
subject, as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. 

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

  
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 Notwithstanding the provisions of Section 3.01 and of the preceding paragraphs, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs 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. 
 A Company Order delivered in the circumstances set forth in the preceding paragraphs may provide that Securities which are the subject thereof will be authenticated and delivered by the Securities
Administrator on original issue from time to time upon the written order of persons designated in such Company Order, and that such persons are authorized to determine, consistent with the applicable supplemental subordinated securities indenture,
such terms and conditions of said Securities as are specified in such Company Order, provided the foregoing procedure is acceptable to the Securities Administrator. 
 Each Security shall be dated the date of its authentication. 
 No Security shall
be entitled to any benefit under this Subordinated Securities 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
Securities Administrator by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and that such Security is entitled to
the benefits of this Subordinated Securities 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
Securities Administrator for cancellation as provided in Section 3.09 together with an Officer’s Certificate (which need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company,
for all purposes of this Subordinated Securities Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Subordinated Securities Indenture. 

If Securities of any series are issued in global form, any such global Security shall, unless otherwise provided therein, be delivered to
either (i) the depository or common depository (the “Common Depository”), for the benefit of DTC or Euroclear and Clearstream, as applicable, or (ii) the Securities Administrator as custodian for such Common Depository, in
any such case, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). 

  
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 Section 3.04. Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the Securities Administrator shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued in registered form 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. 
 Except in the case of temporary Securities in
global form (which shall be exchanged in accordance with the provisions of the following paragraphs), 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 10.02 in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and
the Securities Administrator shall authenticate and deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations. Until so exchanged the temporary Securities
of any series shall in all respects be entitled to the same benefits under this Subordinated Securities Indenture as definitive Securities of such series. 
 Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security of a series (the “Exchange
Date”), the Company shall deliver to the Securities Administrator definitive Securities of such series in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the
Exchange Date, such temporary global Security shall be surrendered by the Common Depository to the Securities Administrator, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities of such series without charge and the Securities Administrator shall authenticate and deliver, in exchange for each portion of such temporary global Security, a like aggregate principal amount of definitive Securities of the same series
of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged; provided, however, that, unless otherwise specified in such temporary global Security, upon


  
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such presentation by the Common Depository, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion
of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit B to this Subordinated Securities Indenture. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in registered form or permanent global registered
form, or any combination thereof, as specified as contemplated by Section 3.01, and, if any combination thereof is so specified, as requested by the beneficial owner thereof. 

Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit C to this Subordinated Securities Indenture, dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Securities Administrator and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of
such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person
at the offices of Euroclear or Clearstream. 
 Until exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this Subordinated Securities Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 3.01, any interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such
Interest Payment Date upon delivery by Euroclear and Clearstream to the Securities Administrator of a certificate or certificates in the form set forth in Exhibit C to this Subordinated Securities Indenture, for credit without further interest on or
after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit B 

  
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to this Subordinated Securities Indenture. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Securities Administrator immediately
prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company. 

Section 3.05. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust
Office of the Securities Administrator a register (the register maintained in such office and in any other office or agency to be maintained by the Company in accordance with Section 10.02 being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Securities Administrator is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 

If and to the extent required under Luxembourg law, the Company shall cause to be kept at its registered office in Luxembourg a register
of registered notes, which shall be a duplicate copy of the Security Register, and the Security Registrar shall provide, on an annual basis or more frequently upon the reasonable request of the Company, a duplicate copy of the Security Register. In
the event of a conflict between the register of registered notes kept at the registered office and the Security Register, the Security Register shall control for the purposes of this Subordinated Securities Indenture. 

Upon due surrender for registration of transfer of any Security of any series at the office or agency maintained pursuant to
Section 10.02 for such purpose in a Place of Payment for that series, the Company shall execute, and the Securities Administrator shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. 
 At the
option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such
office or agency. 
 Except as otherwise specified as contemplated by Section 3.01, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of interest in a permanent global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 3.01, then without unnecessary delay but in any event 

  
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not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Securities Administrator definitive Securities of that series in aggregate principal
amount equal to the principal amount of such permanent global Security or the portion to be exchanged, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depository or such other depositary as shall be specified in the Company Order with respect thereto to the Securities Administrator as the Company’s agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Securities of the same series without charge and the Securities Administrator shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged, provided, however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part and any endorsement thereon to reflect the amount represented by
such exchange, such permanent global Security shall be returned by the Securities Administrator to the Common Depository or such other depositary or Common Depository referred to above in accordance with the instructions of the Company referred to
above. If a Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Subordinated Securities Indenture. 

Notwithstanding the foregoing and except as otherwise specified or contemplated by Section 3.01, any Book-Entry Security shall be
exchangeable pursuant to this Section 3.05 or Sections 3.04, 9.06 and 11.10 for Securities registered in the name of, and a transfer of a Book-Entry Security or any series may be registered to, any Person other than the Depository for such
Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Book-Entry Security or if at any time such Depository ceases to be a clearing agency registered under the
Exchange Act, 

  
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(ii) the Company executes and delivers to the Securities Administrator a Company Order that such Book-Entry Security shall be so exchangeable and the transfer thereof so registrable or
(iii) there shall have occurred and be continuing an Event of Default, or an event which after notice or lapse of time would be an Event of Default, with respect to the Securities of such series. Upon the occurrence in respect of any Book-Entry
Security of any series of any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 3.01 for such series, such
Book-Entry Security may be exchanged for Securities registered in the names of, and the transfer of such Book-Entry Security may be registered to, such Persons (including Persons other than the Depository with respect to such series and its
nominees) as such Depository shall direct. Notwithstanding any other provision of this Subordinated Securities Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Book-Entry
Security shall also be a Book-Entry Security and shall bear the legend specified in Section 2.04 except for any Security authenticated and delivered in exchange for, or upon registration of transfer of, Book-Entry Security pursuant to the
preceding sentence. 
 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 Subordinated Securities 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, the Securities
Administrator, the Securities Registrar or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Securities Administrator and the Security Registrar or any transfer agent
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 Sections 3.04, 9.06 and 11.10 not involving any transfer. 
 The Company shall not be required
(i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending at the close of business on the
day of the mailing of the relevant notice 

  
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of redemption or (ii) 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. 
 Each Holder of a Security agrees to indemnify the Company, the Securities Administrator, the Securities Registrar, the
Paying Agent and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Subordinated Securities Indenture and/or applicable United States
Federal or state securities law. None of the Trustee, the Securities Administrator, the Securities Registrar or the Paying Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Subordinated Securities Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants or beneficial owners of interests in any
global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Subordinated Securities Indenture, and to
examine the same to determine substantial compliance as to form with the express requirements hereof. 
 Section 3.06.
Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Securities Administrator, the Company shall execute, and the Securities Administrator 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 have been delivered to the Company and the Securities Administrator (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the Securities Administrator that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Securities Administrator shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding. 

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient to cover any tax or other 

  
 35 









 
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Securities Administrator) connected therewith. 

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security, and any such new Security shall be entitled to all the benefits of this Subordinated Securities Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder. 
 The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 Section 3.07. Payment of Interest; Interest Rights Preserved. Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Securities, interest, if any, 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; provided, however, that each installment of interest (if any) on any Security may at the Company’s option be paid by (i) mailing a check for such interest, payable to the Person entitled
thereto pursuant to Section 3.08, to the address of such Person as it appears on the Security Register or (ii) transfer to an account maintained by such Person inside the United States; provided, however, that if payment is to be
made pursuant to (ii) above, the Securities Administrator shall have received written wire instructions by no later than the Regular Record Date preceding such Interest Payment Date. 

Unless otherwise provided as contemplated by Section 3.01, every permanent global Security or Book-Entry Security will provide that
interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear and or Clearstream, as the case may be, with respect to that portion of such permanent global Security held for its account by Cede & Co. or the Common
Depository, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent global Security or Book-Entry Security to the accounts of the beneficial owners thereof. 

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for or deferred or cancelled (if
permitted pursuant to the terms of the series of such Securities as established pursuant to the supplemental subordinated securities indenture issued pursuant to Section 3.01), 

  
 36 









 
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 (a) or (b) below. 
 (a) 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 and the Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Company 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 and the Securities Administrator of the notice of the proposed payment. The Company shall promptly notify the Trustee and the Securities Administrator of such Special Record Date, and the
Securities Administrator, in the name and at the expense of the Company, shall cause a copy of such 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 the Holder’s address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. The Securities Administrator may, in addition, in the name and at the expense of the
Company, cause a similar notice to be published at least once in a newspaper published in the English language customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, New York, but
such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names the 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 (b). 

  
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 (b) The Company may make payment of any Defaulted Interest on the Securities of any series
in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice is given by the Company to the Trustee
and the Securities Administrator of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Securities Administrator. 
 Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Subordinated Securities Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry any rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
 Section 3.08. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, the Securities Administrator, the Securities Registrar, the
Paying Agent, and any agent of the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, 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 premium (if any) and (subject to Sections 3.05 and 3.07) interest (if any) on, such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the
Securities Administrator, the Securities Registrar, the Paying Agent, the Trustee nor any agent of the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, or the Trustee shall be affected by notice to the contrary.

 Except as provided in Section 3.05, owners of any beneficial interests in a Book-Entry Security shall not be entitled to
have Securities represented by such Book-Entry Security registered in their names, shall not receive or be entitled to receive physical delivery of Securities in certificated form and shall not be considered the Holders thereof for any purpose under
this Subordinated Securities Indenture. Members or participants in the Depository shall have no rights under this Subordinated Securities Indenture with respect to any Book-Entry Security held on their behalf by the Depository, and such Depository
may be treated by the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, the Trustee and any agent of the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, or the Trustee as the Holder
of such Book-Entry Security under this Subordinated Securities Indenture. Notwithstanding the foregoing, with respect to any Book-Entry Security, nothing herein shall prevent the Company, the Securities Administrator, the Securities Registrar, the
Paying Agent, the Trustee, or any agent of the Company, the Securities Administrator, 

  
 38 









 
the Securities Registrar, the Paying Agent, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository, as a Holder, with respect to
such Book-Entry Security or impair, as between the Depository and owners of beneficial interests in such Book-Entry Security, the operation of customary practices governing the exercise of the rights of the Depository (or its nominee) as Holder of
such Book-Entry Security. 
 None of the Company, the Trustee, the Securities Administrator, any Paying Agent or the Security
Registrar 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 Book-Entry Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests or for the delivery to any member of or participants in the Depository of any notice permitted or required to be given to the Holders of the Securities under this Subordinated Securities Indenture. 

Section 3.09. Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange shall,
if surrendered to any Person other than the Securities Administrator, be delivered to the Securities Administrator and such Securities shall be promptly cancelled by the Securities Administrator. The Company may at any time deliver to the Securities
Administrator for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Securities Administrator.
No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Subordinated Securities Indenture. All cancelled Securities held by the Securities
Administrator shall be destroyed by the Securities Administrator unless other instructions are furnished to the Securities Administrator by a Company Order. No cancelled Securities may be reissued or resold. 

Notwithstanding the foregoing, with respect to any Book-Entry Security, nothing shall prevent the Company, the Securities Administrator
or any agent of the Company or the Securities Administrator, from giving effect to any written certification, proxy or other authorization furnished by a Depository or impair, as between a Depository and holders of beneficial interests in any
Book-Entry Security, the operation of customary practices governing the exercise of the rights of the Depository (or its nominee) as Holder of such Book-Entry Security. 
 Section 3.10. Computation of Interest. Except as otherwise specified as contemplated by Section 3.01 for the Securities of any series, interest, if any on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months. 

  
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 Section 3.11. Electronic Security Issuance. The Securities may, pursuant to a
supplemental subordinated securities indenture complying with Section 3.01 hereof, be issued by means of an electronic issuance system. Any such Security issuance instructions may specify the name, address and taxpayer identification number of
the Holder, the principal amount and Stated Maturity of the Security (if any), the interest rate to be borne by the Security and any other terms not inconsistent with such supplemental subordinated securities indenture. Nothing in this
Section 3.11 shall be construed as prohibiting the Company from issuing Securities by any means not inconsistent with the provisions of this Subordinated Securities Indenture. 

Section 3.12. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Company and the Securities Administrator shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a redemption and that a reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Company will promptly notify the Trustee, the Securities Administrator, the Securities Registrar and the Paying Agent, of any change in the CUSIP numbers. 

ARTICLE IV 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 4.01. Option to Effect Legal Defeasance or Covenant Defeasance. Unless the supplemental subordinated securities
indenture issued pursuant to Section 3.01 specifies that this Section 4.01 and either or both of Section 4.02 and Section 4.03 do not apply to a given series of Securities, the Company may at any time, at the option of its Board
of Directors as evidenced by an Officer’s Certificate confirming the due authorization by the Company, elect to have either Section 4.02 or Section 4.03 hereof be applied to all outstanding Securities of such series upon compliance
with the conditions set forth below in this Article IV. 
 Section 4.02. Legal Defeasance and Discharge. Upon the
Company’s exercise under Section 4.01 hereof of the option applicable to this Section 4.02, the Company will, subject to the satisfaction of the conditions set forth in Section 4.04 hereof, be deemed to have been discharged from
its obligations with respect to all outstanding Securities of the series on the date the conditions set forth below 

  
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are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness
represented by the outstanding Securities of the series, which will thereafter be deemed to be “outstanding” only for the purposes of Section 4.05 hereof and the other Sections of this Subordinated Securities Indenture referred to in
clauses (a) and (b) below, and to have satisfied all its other obligations under such Securities of the series and this Subordinated Securities Indenture (and the Trustee and the Securities Administrator, on demand of, at the expense of
and as prepared by the Company (such expense being documented), shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 

(a) the rights of Holders of outstanding Securities of the series to receive payments in respect of the principal of, or interest (if
any) or Additional Amounts (if any) on, such Securities when such payments are due from the trust referred to in Section 4.04 hereof; 
 (b) the Company’s obligations with respect to such Securities under Article III and Section 10.02 hereof; 
 (c) the rights, powers, trusts, duties and immunities of the Trustee and the Securities Administrator hereunder and the Company’s obligations in connection therewith; and 

(d) this Article IV. 
 Subject to compliance with this Article IV, the Company may exercise its option under this Section 4.02 notwithstanding the prior exercise of its option under Section 4.03 hereof. 

Section 4.03. Covenant Defeasance. Upon the Company’s exercise under Section 4.01 hereof of the option applicable
to this Section 4.03, the Company will, subject to the satisfaction of the conditions set forth in Section 4.04 hereof, be released from each of its obligations under the covenants contained in Sections 10.10, 10.12 and 8.01 hereof with
respect to the outstanding Securities of the series on and after the date the conditions set forth in Section 4.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Securities will thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other
purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Securities of the series, the 

  
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 Company may omit to comply with and will have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such
omission to comply will not constitute an Event of Default under Section 5.01 hereof, but, except as specified above, the remainder of this Subordinated Securities Indenture and such Securities will be unaffected thereby. In addition, upon the
Company’s exercise under Section 4.01 hereof of the option applicable to this Section 4.03, subject to the satisfaction of the conditions set forth in Section 4.04 hereof, Section 5.01(d) hereof will not constitute Events of
Default. The Company’s obligations under Section 6.07 shall survive an exercise under Section 4.01. 

Section 4.04. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 4.02 or 4.03 hereof: 
 (a) the Company must irrevocably deposit with the Securities Administrator, in
trust, for the benefit of the Holders, cash in Dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of an internationally recognized firm of independent public accountants
as appointed by the Company, to pay the principal of, and interest (if any) and Additional Amounts (if any) on, the outstanding Securities of the relevant series on the stated date for payment thereof or on the applicable Redemption Date, as the
case may be, and the Company must specify whether the Securities are being defeased to such stated date for payment or to a particular Redemption Date; 
 (b) the Company must deliver to the Trustee and the Securities Administrator an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters confirming that the Holders and
beneficial owners of the outstanding Securities of the relevant series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance or Legal or Covenant Defeasance; with respect to a Legal
Defeasance, such opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect; 
 (c) no Default or Event of Default, if any, with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; 

(d) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee and the Securities Administrator to have a conflicting
interest for purposes of the Trust Indenture Act with respect to any of the Company’s securities; and 

  
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 (e) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Section 4.05. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 4.06 hereof, all money and non-callable U.S.
Government Obligations (including the proceeds thereof) deposited with the Securities Administrator (or other qualifying securities administrator, collectively for purposes of this Section 4.05, the “Securities Administrator”)
pursuant to Section 4.04 hereof in respect of the outstanding Securities will be held in trust and applied by the Securities Administrator, in accordance with the provisions of such Securities and this Subordinated Securities Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Securities Administrator may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal,
interest (if any) and Additional Amounts (if any), but such money need not be segregated from other funds except to the extent required by law. 
 The Company will pay and indemnify the Trustee and the Securities Administrator against any duly documented tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government
Obligations deposited pursuant to Section 4.04 hereof or the principal, interest (if any) and Additional Amounts (if any), received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Securities. 
 Notwithstanding anything in this Article IV to the contrary, the Securities Administrator will
deliver or pay to the Company from time to time upon the request of the Company any money or non-callable U.S. Government Obligations held by it as provided in Section 4.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants as appointed by the Company expressed in a written certification thereof delivered to the Securities Administrator (which may be the opinion delivered under Section 4.04(a) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 

Section 4.06. Repayment to Company. Any money deposited with the Securities Administrator or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, or interest (if any) or Additional 

  
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Amounts (if any) on, any Security and remaining unclaimed for two years after such principal, interest (if any) or Additional Amounts (if any) has become due and payable shall be paid to the
Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Security will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee, the
Securities Administrator or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Securities Administrator or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company (such expense being documented) cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 4.07. Reinstatement. If the Securities Administrator or Paying Agent is unable to apply any Dollars or non-callable
U.S. Government Obligations in accordance with Section 4.02 or 4.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Subordinated Securities Indenture and the Securities will be revived and reinstated as though no deposit had occurred pursuant to Section 4.02 or 4.03 hereof until such time as the Securities Administrator
or Paying Agent is permitted to apply all such money in accordance with Section 4.02 or 4.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, or interest (if any) or Additional
Amounts (if any) on, any Security following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Securities Administrator or Paying
Agent. 
 ARTICLE V 
 DEFAULTS AND REMEDIES 

Section 5.01. Events of Default. Except as expressly provided in any supplemental subordinated securities indenture with
respect to Securities of a series issued pursuant to Section 3.01, each of the following is an “Event of Default”: 

  
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 (a) default in any payment of principal or any premium on any Security of a series when due
(at Maturity, including upon redemption, or otherwise), which continues for 15 days; 
 (b) default in the payment of interest
(if any) and Additional Amounts (if any) on any Security of a series when due, which continues for 30 days; 
 (c) the
Company’s failure to comply with any other obligation contained in this Subordinated Securities Indenture (other than a covenant default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance
of such default or breach for a period of 60 days after there has been given to the Company by the Trustee or the Securities Administrator written notice, as provided in accordance with Section 1.05, specifying such default or breach and
requiring it to be remedied; 
 (d) if the Company is (or is deemed by law or a court to be) insolvent or bankrupt or presents a
request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular
type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise
be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting
all or any part of (or of a particular type of) the debts of the Company or any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the foregoing events; or 

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

Section 5.02. Acceleration. Upon the occurrence and continuation of any Event of Default, then in every such case the Trustee
or the Holders of at least 25% in aggregate principal amount of the outstanding Securities of the affected series may declare the principal amount of the outstanding Securities of that series to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by Holders), in accordance with Section 1.05 hereof. Upon any such declaration, the Securities of such series shall become due and payable immediately. 

At any time after such a declaration of acceleration with respect to outstanding Securities of any series has been made and before a
judgment or 

  
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decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that
series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 
 (a)
the Company has paid or deposited with the Trustee a sum sufficient to pay 
 (i) all overdue interest on all
Securities of that series; 
 (ii) 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 interest thereon at the rate or rates prescribed therefor in such Securities; 
 (iii) 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 

(iv) all sums paid or advanced by either of the Trustee or the Securities Administrator hereunder and the reasonable and
documented compensation, expenses, disbursements and advances of each of the Trustee and the Securities Administrator, its agents and counsel; 
 and 
 (b) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal and other amounts of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.04. 

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

Section 5.03. Other Remedies. Subject to the terms of the relevant series of Securities established under the supplemental
subordinated securities indenture issued pursuant to Section 3.01, if an Event of Default occurs or if the Company breaches any covenant or warranty under this Subordinated Securities Indenture or the Securities, the Trustee may pursue
any available remedy to enforce any provision of the Securities or this Subordinated Securities Indenture. 
 The Trustee may
maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or 

  
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omission by the Trustee or any Holder of a Security in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
 Section 5.04.
Waiver Of Past Defaults. The Holders of a majority in aggregate principal amount of the outstanding Securities of any series by notice to the Trustee may waive any past default under this Subordinated Securities Indenture affecting such
series, except an uncured default in the payment of principal of or interest on such series of Securities or an uncured default relating to a covenant or provision of this Subordinated Securities Indenture that cannot be modified or amended without
the consent of each affected Holder. 
 Section 5.05. Control by Majority. Holders of a majority in aggregate
principal amount of the outstanding Securities of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the
Trustee, in each case with respect to such series and subject to the limitations specified herein. Subject to Article VI herein relating to the Trustee’s duties, neither of the Trustee nor the Securities Administrator will be under any
obligation to exercise any of its rights and powers under the Indenture unless such Holder has offered an indemnity to its reasonable satisfaction against any loss, costs, expenses and liabilities it may incur. 

Section 5.06. Limitation on Suits. No Holder of Securities of any series will have any right to institute any proceeding with
respect to this Subordinated Securities Indenture or the Securities of the series or for any remedy thereunder, unless: 
 (a)
such Holder has previously given written notice to the Trustee at its Corporate Trust Office of a continuing Event of Default under the Securities of the series has occurred; 
 (b) Holders of not less than 25% in aggregate principal amount of the outstanding Securities of the relevant series have made a written request to the Trustee to institute the proceedings in respect of
the Event of Default or breach in its own name as Trustee under this Subordinated Securities Indenture; 
 (c) the Holders of
the Securities of the relevant series have offered to the Trustee reasonable indemnity against the cost and other liabilities of instituting a proceeding and provided a written request to the Trustee at its Corporate Trust Office; 

  
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 (d) the Trustee for 60 days thereafter has failed to institute any such proceeding;

 (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of the
relevant series have not given the Trustee a direction that is inconsistent with such written request, and 
 (f) the terms of
such series of Securities do not prohibit such remedy to be sought by the Trustee and/or the Holders, 
 it being understood and
intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Subordinated Securities Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain
or to seek to obtain priority or preference over any other Holders or to enforce any right under this Subordinated Securities Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders. 

Section 5.07. Rights of Holders of Securities To Receive Payment. Notwithstanding any other provision of this Subordinated
Securities Indenture, the right of any Holder of a Security to receive payment of principal of, and interest (if any) and Additional Amounts (if any) on, the Security, on or after the respective due dates expressed in the Security (including in
connection with a Change of Control Offer, if such term is defined in the relevant supplemental subordinated securities indenture issued pursuant to Section 3.01), or to institute a suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired without the consent of such Holder. 
 Section 5.08. Collection Suit by Trustee.
If an Event of Default specified in Section 5.01(a) or Section 5.01(b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole
remaining unpaid amount of principal of, and interest (if any) and Additional Amounts (if any) on, the Securities and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable and documented compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 Section 5.09. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Securities allowed in any judicial


  
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proceedings relative to the Company (or any other obligor upon the Securities), its creditors or its property (including, but not limited to, any bankruptcy, dissolution, insolvency, liquidation,
winding-up or similar judicial proceeding) and shall be entitled and empowered to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding, and to
collect, receive and distribute any money or other property payable or deliverable on any such claims. Any custodian, receiver, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by the lien as specified in Section 6.07 on, and shall be paid out of,
any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained 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, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 5.10. Priorities.
If the Trustee collects any money pursuant to this Article V, it shall pay out the money in the following order: 
 First: to the Trustee, the Securities Administrator, the Securities Registrar and the Paying Agent, and each of their agents and attorneys in respect of their documented fees and for amounts due
under Section 6.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by any of the Trustee, the Securities Administrator, the Securities Registrar, the Paying Agent and the costs and
expenses of collection; 
 Second: to Holders of Securities for amounts due and unpaid on the Securities
for principal, interest (if any) and Additional Amounts (if any), ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, interest (if any) and Additional Amounts (if any),
respectively; and 

  
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 Third: to the Company or to such party as a court of competent
jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of Securities
pursuant to this Section 5.10. 
 Section 5.11. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this Subordinated Securities Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such
Holder, then and in every such case, subject to any determination in such proceeding, the Company shall be restored to its former position hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no
such proceeding had been instituted. 
 Section 5.12. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Subordinated Securities Indenture or in any suit against any of the Trustee, the Securities Administrator, the Securities Registrar or the Paying Agent for any action taken or omitted by it as a Trustee, Securities
Administrator, Securities Registrar or the Paying Agent, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 5.12 does not apply to a suit by the Trustee,
Securities Administrator, Securities Registrar or Paying Agent, a suit by a Holder of a Security pursuant to Section 5.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Securities.

 ARTICLE VI 
 THE TRUSTEE AND SECURITIES ADMINISTRATOR 
 Section 6.01. Certain Duties and Responsibilities. 
 (a) Except during
the continuance of an Event of Default, if any, with respect to the Securities of any series of which a Responsible Officer of the Trustee has actual knowledge, 
 (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Subordinated Securities Indenture with respect to such series, and the Trustee shall not be
liable except for the performance of such duties and obligations as are specifically set forth in this Subordinated Securities Indenture, and no implied covenants or obligations shall be read into this Subordinated Securities Indenture against the
Trustee; and 

  
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 (ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Subordinated Securities Indenture; but in the case of
any such certificates or opinions which by any provisions 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 to the requirements of this
Subordinated Securities Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. 
 (b) In case an Event of Default, of which a Responsible Officer of the Trustee has actual knowledge, has occurred with respect to Securities of any series and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Subordinated Securities Indenture with respect to such series of Securities, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs. 
 (c) No provision of this Subordinated Securities 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 

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

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it
shall be finally proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee
shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as
provided in Section 5.05, 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 Subordinated Securities Indenture
with respect to the Securities of such series; and 

  
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 (iv) no provision of this Subordinated Securities 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 Subordinated Securities 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. 

(e) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default unless a
Responsible Officer of the Trustee shall have received written notice or obtained actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is no default or Event of
Default. 
 (f) The Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Subordinated
Securities Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling
or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied
against, any part of the trust or (D) to confirm or verify the contents of any reports or certificates of the Company delivered to the Trustee pursuant to this Subordinated Securities Indenture believed by the Trustee to be genuine and to have
been signed or presented by the proper party or parties. 
 Section 6.02. Notice of Defaults. Within 90 days after
the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in Section 7.03(c), notice of such default hereunder known to a Responsible Officer of the
Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of, or premium (if any) or interest (if any) on, any Security of such series, or in the
payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders of Securities of such series, and provided, further, that in the case of any default of the character specified in Section 5.01 with respect to Securities of such series, no such notice


  
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to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means 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. 
 Section 6.03. Certain
Rights of Trustee. Except as otherwise provided in Section 6.01: 
 (a) the Trustee may rely 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; 
 (b) any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 

(c) whenever in the administration of this Subordinated Securities 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 Officer’s Certificate and such
Officer’s Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Subordinated Securities Indenture
upon the faith thereof; 
 (d) 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; 
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Subordinated Securities Indenture at the request or direction of any of the Holders pursuant to
this Subordinated Securities Indenture, unless such Holders of Securities of any series shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses, losses and liabilities which might be incurred
by it in compliance with such request or direction; 

  
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 (f) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, calculation or quotation, 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 sole discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney, in each case with reasonable prior notice to the Company; 
 (g) 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; 
 (h) in no event shall
the Trustee be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action; 
 (i) the Trustee shall not be deemed to have notice of
any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Subordinated Securities Indenture; 
 (j) 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 by the Trustee to act hereunder; 
 (k) in no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, severe weather, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, the provisions of any present or future law or regulation or any act of any governmental authority, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services or Federal Reserve Bank wire service; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances; 

  
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 (l) The Trustee shall not be liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Subordinated Securities Indenture; 
 (m) The right of the Trustee to perform any discretionary act enumerated in this Subordinated Securities Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than
its negligence, bad faith or willful misconduct in the performance of such act; 
 (n) The Trustee shall not be required to give
any bond or surety in respect of the execution of this Subordinated Securities Indenture or the performance of the powers granted hereunder; 
 (o) In making or disposing of any investment permitted by this Subordinated Securities Indenture, the Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its
Affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such Affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account; 

(p) Delivery of reports, information and documents to the Trustee shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the Company’s or any other entity’s compliance with any covenants under this Subordinated Securities Indenture, any supplemental subordinated securities indenture, any
Notes or any other related documents. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other entity’s compliance with the covenants described herein or with respect to any
reports or other documents filed under this Subordinated Securities Indenture, any supplemental subordinated securities indenture, any Notes or any other related document; 
 (q) No provision of this Subordinated Securities Indenture, any supplemental subordinated securities indenture or any Notes shall be deemed to impose any duty or obligation on the Trustee to take or omit
to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations, or to exercise any right or power, to the extent that taking or omitting to take such action or suffering such action to be taken or
omitted would violate applicable law binding upon it; 
 (r) Notwithstanding anything to the contrary herein, any and all email
communications (both text and attachments) by or from the Securities 

  
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Administrator that the Securities Administrator deems to contain confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “Email Recipient”) of the
encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Securities Administrator to the Email
Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at http://www.citigroup.net/informationsecurity/dataprotect.htm or by calling (866) 535-2504 (in the U.S.)
or (904) 954-6181; 
 (s) The Trustee shall have the right to require that any directions, instructions or notices provided
to it be signed by an Authorized Person (as hereinafter defined), be provided on corporate letterhead and contain such other evidence as may be reasonably requested by the Trustee to establish the identity and/or signatures thereon. The identity of
such Authorized Persons, as well as their specimen signatures, title, telephone number and e-mail address, shall be delivered to the Trustee in a list of authorized signers and shall remain in effect until the applicable party, or an entity acting
on its behalf, notifies the Trustee of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”); and 
 (t) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies
each person who opens an account. When an account is opened, the Securities Administrator will ask for information that will allow the Securities Administrator to identify relevant parties. The parties hereto hereby acknowledge such information
disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Securities Administrator. 
 Section 6.04. 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 assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Subordinated Securities Indenture or of the Securities, except
that the Trustee represents that it is duly authorized to execute and deliver this Subordinated Securities Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in its Statements of
Eligibility on Form T-1 supplied to the Company are true and accurate. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 

  
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 Section 6.05. May Hold Securities. The Trustee, any Paying Agent, any
Security Registrar, any Calculation Agent 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 6.08 and 6.13, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Paying Agent, Security Registrar, Calculation Agent or such other agent. 

Section 6.06. 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. Each Paying Agent shall hold in trust for the benefit of the Holders or the
Trustee all sums held by such Paying Agent for the payment of the principal of or interest on the Securities, and shall give to the Trustee notice of any default by the Company on the Securities in the making of any such payment. 

Section 6.07. Compensation and Reimbursement. The Company agrees: 

(a) to pay to each of the Trustee and the Securities Administrator from time to time reasonable compensation for all services rendered by
it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (b) except as otherwise expressly provided herein, to reimburse each of the Trustee and the Securities Administrator upon its request for all reasonable and duly documented expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Subordinated Securities 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 negligence or bad faith; and 
 (c) to indemnify each of the Trustee and
the Securities Administrator, its agents and counsel for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their 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 themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder. 

The obligations of the Company under this Section shall constitute additional indebtedness hereunder and shall survive the satisfaction
and discharges of this Subordinated Securities Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and 

  
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funds held or collected by each of the Trustee or the Securities Administrator as such, (except funds held in trust for the benefit of the Holders of particular Securities), and the Securities
are hereby subordinated to such senior claim. 
 When the Trustee incurs expenses or renders services after an Event of Default
specified in Section 5.01(d) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under applicable bankruptcy law.

 Section 6.08. 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 Section 310(b) of the Trust Indenture Act and this Subordinated Securities
Indenture. 
 Section 6.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder
which shall be a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by Federal, State or District of Columbia authority and having its Corporate Trust Office in the Borough of Manhattan, the City of New York, New York. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation 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 6.10. Resignation and Removal; Appointment
of Successor. 
 (a) 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 under Section 6.11. 
 (b) 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 6.11 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.


  
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 (c) 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. 
 (d) If at any time: 
 (i) the Trustee shall fail to comply with
Section 310(b) of the Trust Indenture Act 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 

(ii) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request
therefor by the Company or by any such Holder, or 
 (iii) 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, (i) the Company by a Board Resolution may remove the Trustee with respect to all
Securities, or (ii) subject to Section 5.12, 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, 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. 
 The Company may
also remove the Trustee with or without cause if the Company so notifies the Trustee six months in advance and if no Event of Default occurs during the six-month period. 
 (e) 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 

  
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Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. 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 the 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 6.11, 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 the Holders of Securities of that series and accepted
appointment in the manner required by Section 6.11, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months, subject to Section 5.12, 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. 
 (f) 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 in the manner provided in Section 1.06. 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 6.11. Acceptance of Appointment by Successor. 

(a) 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 request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of the charges due it
pursuant to Section 6.07, 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. 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. 

  
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 (b) 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 a subordinated securities indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm 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, (ii) 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 (iii) shall add to or change any of the provisions of this Subordinated Securities 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 subordinated securities indenture shall constitute such Trustees 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 subordinated securities 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 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. 
 (c) 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 (a) or (b) of this Section, as the case may be. 
 (d) 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. 

  
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 Section 6.12. 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 of 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 6.13. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities of a series),
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). A Trustee who has resigned or been removed shall be subject to Section 311(a) of the
Trust Indenture Act to the extent provided therein. 
 Section 6.14. Appointment of Authenticating Agent. The
Securities Administrator 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 Securities Administrator to authenticate Securities of such series issued upon
original issue or upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Subordinated Securities Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Securities Administrator hereunder. Wherever reference is made in this Subordinated Securities Indenture to the authentication and delivery of Securities by the Securities Administrator or
the Securities Administrator’s certificate of authentication such reference shall be deemed to include authentication and delivery on behalf of the Securities Administrator by an Authenticating Agent and a certificate of authentication executed
on behalf of the Securities Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company. 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 

  
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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 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 Securities Administrator or such Authenticating Agent.

 An Authenticating Agent may resign at any time by giving written notice thereof to the Securities Administrator and to the
Company. The Securities Administrator 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 Securities Administrator may appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall promptly give notice of such appointment to all Holders of Securities pursuant to Section 1.06. 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. 

The Company 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 Securities Administrator’s certificate of authentication, an alternative certificate of authentication in the following form: 

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

			
	 Citibank, N.A., as Securities
Administrator

	
	By:                           
                                         
                           


 If the Securities Administrator does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Securities Administrator, if so requested by the Company in writing (which writing need not comply
with Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint (at the expense of the Company) in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with
respect to such series of Securities. 
 Section 6.15. Certain Rights of the Securities Administrator. The rights,
privileges, protections, immunities and benefits provided to the Trustee under this Article VI (including but not limited to its right to be indemnified) are extended to, and shall be enforceable by, the Securities Administrator in each of its
capacities hereunder and to each of its Responsible Officers and other Persons duly employed by the Securities Administrator hereunder as if they were each expressly set forth herein for the benefit of the Securities Administrator in each such
capacity, Responsible Officers or employees of the Securities Administrator mutatis mutandis. 
 ARTICLE VII 

HOLDERS’ LISTS AND REPORTS BY SECURITIES
ADMINISTRATOR AND COMPANY 
 Section 7.01. Company to Furnish Securities
Administrator Names and Addresses of Holders of Securities. The Company will furnish or cause to be furnished to the Securities Administrator with respect to the Securities of each series: 

(a) not more than 15 days after each Regular Record Date, a list, in such form as the Securities Administrator may reasonably require, of
the names and addresses of the Holders of such Securities as of such Regular Record Date, as the case may be, and 

  
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 (b) at such other times as the Securities Administrator 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 so long as the Securities Administrator is the
Security Registrar, no such list need be furnished. 
 Section 7.02. Preservation of Information; Communications to
Holders. 
 (a) The Securities Administrator shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of Securities (i) contained in the most recent list furnished to the Securities Administrator as provided in Section 7.01, (ii) received by the Securities Administrator in its capacity as Security Registrar
(or Paying Agent, if so acting) and (iii) filed with it during the two preceding years pursuant to Section 7.03(c). The Securities Administrator may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new
list so furnished. 
 (b) If three or more Holders of Securities of any series (hereinafter referred to as
“applicants”) apply in writing to the Securities Administrator, and furnish to the Securities Administrator reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to communicate with other Holders of Securities of such series with respect to their rights under this Subordinated Securities Indenture or under the Securities of such series and
is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Securities Administrator shall within five business days after the receipt of such application, at its election, either:

 (i) afford such applicants access to the information preserved at the time by the Securities Administrator in
accordance with Section 7.02(a) (provided, however, that the Securities Administrator shall have no obligation to investigate or confirm the information so provided), or 

(ii) inform such applicants as to the approximate number of Holders of Securities of such series whose names and addresses
appear in the information preserved at the time by the Securities Administrator in accordance with Section 7.02(a) (provided, however, that the Securities Administrator shall have no obligation to investigate or confirm the
information so provided), and as to the approximate cost of mailing to such Holders of Securities of such series the form of proxy or other communication, if any, specified in such application. 

  
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 If the Securities Administrator shall, after receiving direction from the Company, elect not
to afford such applicants access to such information, the Securities Administrator shall, upon the written request of such applicants, mail to each Holder of Securities of such series whose name and address appears in the information preserved at
the time by the Securities Administrator in accordance with Section 7.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Securities Administrator of the
material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Securities Administrator shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Company, such mailing would be contrary to the best interests of the Holders of Securities of such series or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections
or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the
Securities Administrator shall mail copies of such material to all such Holders of Securities of such series with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Securities Administrator shall be
relieved of any obligation or duty to such applicants respecting their application. 
 (c) Every Holder of Securities, by
receiving and holding the same, agrees with the Company, the Securities Administrator and the Trustee that neither the Company, the Securities Administrator or the Trustee, nor any agent of the Company, the Securities Administrator or the Trustee
shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 7.02(b), regardless of the source from which such information was derived, and
that the Securities Administrator shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b). 
 Section 7.03. Reports by Trustee. 
 (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Subordinated Securities Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each September 1 following the date of this Subordinated Securities Indenture deliver to Holders a report, dated as of such September 1, which complies
with the provisions of such Section 313(a). 

  
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 (b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.

 (c) A copy of such report shall, at the time of such transmission to the Holders of Securities, be filed by the Trustee with
the Company, with each securities exchange upon which any of the Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when any Securities become listed on any stock exchange or market center.

 Section 7.04. Reports by Company. The Company will: 

(a) file with the Securities Administrator, within 15 days after the Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Securities Administrator
and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange
Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations adopted pursuant to Section 314(a)(1) of the Trust Indenture Act; 

(b) file with the Securities Administrator and the Commission such information, documents and other reports, and such summaries thereof,
as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act; and 

(c) transmit by mail to all Holders, within 30 days after the filing thereof with the Securities Administrator, in the manner and to the
extent provided in Section 7.03(c) with respect to reports pursuant to Section 7.03(a), such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time by the Commission. 

  
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 ARTICLE VIII 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER 
 Section 8.01. Company May Consolidate, Etc., Only on Certain Terms. So long as any Securities are outstanding, the Company will not consolidate with or merge into any other Person (excluding
Persons controlled by one or more members of the Mittal Family) or convey or transfer substantially all of its properties and assets to any other Person (excluding Persons controlled by one or more members of the Mittal Family) unless thereafter:

 (a) the Person formed by such consolidation or into which it is merged, or the Person which acquired all or substantially all
of the Company’s properties and assets, expressly assumes pursuant to a supplemental subordinated securities indenture the due and punctual payment of the principal of and interest on all the Securities and the performance or observance of
every covenant herein on the Company’s part to be performed or observed (including, if such Person is not organized in or a resident of Luxembourg for tax purposes, substituting such Person’s jurisdiction of organization or residence for
tax purposes for Luxembourg, where applicable, including for the obligation to pay Additional Amounts); 
 (b) immediately after
giving effect to such transaction, no Event of Default has occurred and is continuing; and 
 (c) the Person formed by such
consolidation or into which the Company is merged, or the Person which acquired all or substantially all of the properties and assets of the Company delivers to the Trustee and the Securities Administrator an Officer’s Certificate and an
Opinion of Counsel, each stating that the consolidation, merger, conveyance or transfer and, if a supplemental subordinated securities indenture is required in connection with the transaction, the supplemental subordinated securities indenture,
comply with the terms and conditions herein and that all conditions precedent in this Subordinated Securities Indenture relating to the transaction have been complied with and, immediately giving effect to such transaction, no Event of Default has
occurred and is continuing, except that such Officer’s Certificate and Opinion of Counsel shall not be required in the event any such consolidation, merger, conveyance or transfer is made by order of any court or tribunal having jurisdiction
over the Company, its properties and assets. 
 Section 8.02. Successor Substituted. Upon any consolidation or
merger by the Company with or into any other Person, or any sale, conveyance, transfer or lease by the Company of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.01, the


  
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 successor Person formed by such consolidation or into which the Company is merged or to which such sale,
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 Subordinated Securities Indenture with the same effect as if such successor Person had been named as
the Company herein; and thereafter, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Subordinated Securities Indenture or any successor Person which shall theretofore
become such in the manner described in Section 8.01) shall be discharged from all obligations and covenants under this Subordinated Securities Indenture and the Securities, and may be dissolved and liquidated. 

ARTICLE IX 

SUPPLEMENTAL SUBORDINATED SECURITIES INDENTURES 

Section 9.01. Supplemental Subordinated Securities Indentures Without Consent of Holders. Without the consent of any Holder
of Securities, the Company, when authorized by or pursuant to a Board Resolution, the Trustee and the Securities Administrator, at any time and from time to time, may enter into one or more subordinated securities indentures supplemental hereto, in
form satisfactory to the Trustee and the Securities Administrator, for any of the following purposes: 
 (a) to provide for the
issuance of additional Securities in accordance with the limitations set forth in this Subordinated Securities Indenture as of the date hereof; or 
 (b) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or 

(c) to comply with any requirements of the Commission in connection with qualifying this Indenture under the Trust Indenture Act; or

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

 (e) to add or modify for the benefit of the Holders of all or any series of Securities any Events of Default (and if such
additional or modified Events of Default are to be for the benefit of less than all series of Securities, stating that such additional or modified Events of Default are expressly being included or modified solely for the benefit of such series); or


  
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 (f) to change or eliminate any of the provisions of this Subordinated Securities Indenture,
provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental subordinated securities indenture which is entitled to the
benefit of such provision; or 
 (g) to secure the Securities; or 

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

(i) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee or successor Securities Administrator with
respect to the Securities of one or more series and/or to add or change any of the provisions of this Subordinated Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee or Securities Administrator, pursuant to the requirements of Section 6.11(b); or 
 (j) to cure any ambiguity, to
correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; or 
 (k) to
correct or add any other provisions with respect to matters or questions arising under this Subordinated Securities Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in
any material respect. 
 Section 9.02. Supplemental Subordinated Securities Indentures with Consent of Holders. With
the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental subordinated securities indenture, by Act of said Holders delivered to the Company, the Securities
Administrator and the Trustee, the Company, when authorized by a Board Resolution, the Securities Administrator and the Trustee may enter into a subordinated securities 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 Subordinated Securities Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Subordinated Securities Indenture;
provided, however, that no such supplemental subordinated securities indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 

  
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 (a) change the Stated Maturity (if any) of the principal of, or any installment of principal
of or any interest on, any Security, or reduce the principal amount thereof or any rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay additional amounts pursuant to
Section 10.11 (except as contemplated by Section 8.01(a) and permitted by Section 9.01(a)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration
of the Stated Maturity thereof, pursuant to Section 5.02, or change the method in which amounts of payments of principal or any interest thereon are determined, or change any Place of Payment, or change the coin or currency in which any
Security or any premium or any interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity (if any) thereof (or, in the case of redemption, on or after the Redemption
Date), or 
 (b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental subordinated securities indenture, or the consent of whose Holders is required for any waiver (or compliance with certain provisions of this Subordinated Securities Indenture or certain defaults
hereunder and their consequences) provided for in this Subordinated Securities Indenture, or 
 (c) impair the right of the
Holders of Securities to institute suit for the enforcement of any payment on or after the date due, or 
 (d) modify any of the
provisions of this Section or Section 5.04, except to increase any such percentage or to provide that certain other provisions of this Subordinated Securities Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with respect to changes in the references to “the Trustee” and concomitant changes in
this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and Section 9.01(i), or 
 (e) change the provisions of this Indenture regarding the quorum required at any meeting of Holders, or 
 (f) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02; or 

(g) modify any of the provisions of Section 13.01 with respect to the subordination of the Securities in a manner adverse to any
Holder. 

  
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 Any supplemental subordinated securities indenture may specify whether the Company may
materially modify the terms of a series of Securities, provided that any such modification to the provisions of this Subordinated Securities Indenture be made in accordance with this Section 9.02. A supplemental subordinated securities
indenture which changes or eliminates any covenant or other provision of this Subordinated Securities 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 Subordinated Securities 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
subordinated securities indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

Section 9.03. Execution of Supplemental Subordinated Securities Indentures. In executing, or accepting the additional trusts
created by, any supplemental subordinated securities indenture permitted by this Article or the modifications thereby of the trusts created by this Subordinated Securities Indenture, each of the Trustee and the Securities Administrator shall be
entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental subordinated securities indenture is authorized or permitted by this Subordinated
Securities Indenture, and that such supplemental subordinated securities indenture, when executed and delivered by the Company, will constitute a valid and binding obligation of the Company enforceable in accordance with its terms. Each of the
Trustee and the Securities Administrator may, but shall not be obligated to, enter into any such supplemental subordinated securities indenture which affects its own rights, duties or immunities under this Subordinated Securities Indenture or
otherwise. 
 Section 9.04. Effect of Supplemental Subordinated Securities Indentures. Upon the execution of any
supplemental subordinated securities indenture under this Article, this Subordinated Securities Indenture shall be modified in accordance therewith, and such supplemental subordinated securities indenture shall form a part of this Subordinated
Securities 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 9.05. Conformity with Trust Indenture Act. Every supplemental
subordinated securities indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
 Section 9.06. Reference in Securities to Supplemental Subordinated Securities Indentures. Securities of any series authenticated and delivered after the execution of any supplemental
subordinated securities indenture pursuant to this Article may, and shall if required by the Trustee or the Securities Administrator, bear a notation in form acceptable to the Trustee and the Securities Administrator as to any matter provided for in
such supplemental subordinated securities indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Company, to any such supplemental subordinated securities indenture may be prepared
and executed by the Company and authenticated and delivered by the Securities Administrator in exchange for Outstanding Securities of such series. 
 ARTICLE X 
 COVENANTS 

Section 10.01. Payments. The Company shall pay, or cause to be paid, the principal, and interest (if any) and Additional
Amounts (if any) on the dates and in the manner referred to in Section 10.11 hereof. 
 Principal, any other amounts to be
paid in accordance with Section 11.03, and interest (if any) and Additional Amounts (if any), will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on
the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, any other amounts to be paid in accordance with Section 11.03, and interest (if any) and Additional Amounts (if
any) then due. 
 If a payment date is a Legal Holiday in a Place of Payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue or be reduced, as the case may be, on such payment for the intervening period. The Company shall provide in its notice of any such Place of Payment to the Trustee and the
Securities Administrator, notice of the Legal Holidays in such jurisdiction. 
 Section 10.02. Maintenance of Office or
Agency. The Company will maintain in the United States at the applicable Corporate Trust Office, an office or agency (which may be an office of the Trustee, the Securities Administrator, the Securities Registrar or an affiliate of the Trustee,
the Securities Administrator, Security Registrar or co-registrar) where Securities may be surrendered for 

  
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registration of transfer or for exchange and will maintain an office in the United States where notices and demands to or upon the Company in respect of the Securities and this Subordinated
Securities Indenture may be served. The Company hereby designates the office for registration of transfer or for exchange of Securities to be at the office of the Securities Administrator at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attn: Global Transaction
Services—ArcelorMittal, and designates the office for service of notices and demands to or upon the Company to be at ArcelorMittal USA Inc., 1 South Dearborn, Chicago, Illinois 60603, United States. The Company hereby agrees not to change the
designation of either such office without prior written notice to the Trustee and the Securities Administrator and designation of a replacement for such office or agency. If at any time the Company fails to maintain at least one such required office
or agency where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities and this Subordinated Securities Indenture may be served or fails to furnish
the Trustee and the Securities Administrator with the address thereof, such presentations, surrenders, notices and demands may be made or served at the applicable Corporate Trust Office of the Securities Administrator. 

The Company may also from time to time designate one or more other offices or agencies where the Securities 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 will in any manner relieve the Company of its obligation to maintain an office or agency
at the applicable Corporate Trust Office for such purposes. The Company will give prompt written notice to the Trustee and the Securities Administrator of any such designation or rescission and of any change in the location of any such other office
or agency. The Company hereby designates the applicable Corporate Trust Office of the Securities Administrator as one such office or agency of the Company in accordance with Section 3.05 hereof. 

Section 10.03. Appointment To Fill a Vacancy in the Office of the Trustee. Whenever necessary to avoid or fill a vacancy in
the office of the Trustee, the Company will appoint a successor trustee in accordance with Section 6.10 hereof so that there will at all times be a Trustee with respect to the Securities. 

Section 10.04. Notice of Certain Events. 
 (a) The Company will give written notice to the Trustee and the Securities Administrator at its respective Corporate Trust Office, promptly and in any event within 10 days after it becomes aware of the
occurrence of any Event of Default hereunder. 

  
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 (b) If the Trustee has received written notice of an Event of Default, the Trustee will give
notice of that event to the Holders within 90 days after the Trustee has received written notice thereof. The Trustee may withhold notice to the Holders of such an event (except the non-payment of principal or interest) if a committee of its trust
officers determines in good faith that withholding notice is in the interests of the Holders. 
 Section 10.05.
[Reserved].  
 Section 10.06. Compliance Certificate. The Company shall deliver to the Securities
Administrator within 120 days after the end of its fiscal year an Officer’s Certificate stating that it has complied with its obligations under this Subordinated Securities Indenture and, if any outstanding series of Securities under this
Subordinated Securities Indenture are subject to potential Events of Default, that no Event of Default has occurred during such period, or if one or more has occurred, specifying those Events of Default and what actions, if any, have been taken by
the Company upon becoming aware of the occurrence of, or what actions, if any, the Company proposes to take with respect to, each such Event of Default. 
 Section 10.07. Further Actions. The Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper or as either of the Trustee or
the Securities Administrator may reasonably request to carry out more effectively the purpose of this Subordinated Securities Indenture. 
 Section 10.08. Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not, at any time insist upon, plead, or in any manner whatsoever
claim, or to the extent permitted by law, take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Subordinated Securities
Indenture; and the Company hereby expressly waives (to the extent it may lawfully do so) all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to either of the Trustee or the Securities Administrator, but will, to the extent permitted by law, suffer and permit the execution of every such power as though no such law has been enacted. 

Section 10.09. Corporate Existence. Subject to Article VIII, the Company will preserve and keep in full force and effect its
corporate existence. 

  
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 Section 10.10. Negative Pledge. Unless otherwise specified in the applicable
supplemental subordinated securities indenture in respect of a series issued pursuant to Section 3.01, the Securities will not have the benefit of any negative pledge covenant. 

Section 10.11. Payment of Additional Amounts. 
 The applicable supplemental subordinated securities indenture in respect of a series issued pursuant to Section 3.01 shall state the terms, if any, by which the Company or any successor entity, as
the case may be, will pay additional amounts (“Additional Amounts”) as will result in receipt by the Holders of such amounts as would have been received by the Holders had no withholding or deduction been required by a Relevant
Jurisdiction. 
 A “Relevant Jurisdiction” means Luxembourg or any jurisdiction in which ArcelorMittal is
resident for tax purposes (or in the case of a successor entity any jurisdiction in which such successor entity is organized or resident for tax purposes (or any political subdivision or taxing authority thereof or therein)). 

Section 10.12. Offer To Purchase upon a Change of Control. If applicable to a series of Securities, the provisions of any
requirement for the Company to offer to purchase any Securities following a change of control of the Company shall be specified in the applicable supplemental subordinated securities indenture issued pursuant to Section 3.01. 

ARTICLE XI 

REDEMPTION OF SECURITIES 

Section 11.01. Applicability of this Article. Securities of any series that are redeemable before their Stated Maturity, if
any, shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. 

Section 11.02. Election to Redeem; Notice to Trustee and the Securities Administrator. The due authorization of the election
of the Company to redeem any Securities shall be evidenced by a certificate of an Authorized Officer. In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee and the Securities Administrator), notify the Trustee and the Securities Administrator of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and the Redemption Price for such Securities, such notice to be accompanied by a written statement signed by 

  
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an Authorized Officer of the Company stating that no defaults in the payment of interest or Events of Default (if applicable to the Securities of that series) with respect to the Securities of
that series have occurred (which have not been waived or cured). In the case of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Subordinated Securities Indenture, or (ii) pursuant to an election of the Company which is subject to a condition or computation specified in the terms of such Securities, the Company shall furnish the Trustee and the Securities Administrator
with an Officer’s Certificate evidencing compliance with such restriction, condition or computation. 
 In the event that
any election by the Company necessitates the retention of any agent by either of the Trustee or the Securities Administrator, the Company agrees that such retention shall be at the sole expense of the Company, subject to the Company’s prior
approval of such agent. 
 Section 11.03. Redemption at the Option of the Company. The provisions of any redemption
at the option of the Company shall only be applicable to a series of Securities if such applicability and the terms of such redemption are specified pursuant to Section 3.01. 

Section 11.04. Mandatory Redemption. The provisions of any mandatory redemption or sinking fund payments shall only be
applicable to a series of Securities if such applicability and the terms of such redemption or payments are specified pursuant to Section 3.01. 
 Section 11.05. Cancellation of Redeemed Securities. Any Securities that are redeemed will be cancelled. 
 Section 11.06. Selection by Securities Administrator of Securities to be Redeemed. If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Securities Administrator, from the Outstanding Securities of such series not previously called for redemption by random lot or by such other method as the Securities
Administrator shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple of the minimum authorized
incremental denomination above such minimum authorized denomination) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series or of portions of the principal
amount of global Securities of such series. 

  
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 The Securities Administrator 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 Subordinated Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 
 Section 11.07. Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 1.06 not less than 30 and not more than 60 days prior to the Redemption Date, to
the Holders of Securities to be redeemed. 
 All notices of redemption shall include the CUSIP number and state: 

(a) the Redemption Date, 
 (b) the Redemption Price and any accrued interest, 
 (c) if less than all
Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, 

(d) that on the Redemption Date the Redemption Price, and any accrued interest thereon will become due and payable upon each such
Security to be redeemed and that interest thereon shall cease to accrue from and after said date, 
 (e) the place or places
where such Securities are to be surrendered for payment of the Redemption Price and any accrued interest thereon, and 
 (f) if
such be the case, that the installment of interest on Securities whose Stated Maturity is the Redemption Date is payable to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date immediately
preceding the Redemption Date. 
 Notice of redemption of Securities to be redeemed shall be given by the Company or, at the
Company’s request, by the Securities Administrator in the name of, as prepared by and at the expense of the Company. 

Section 11.08. Deposit of Redemption Price. Prior to the opening of business on any Redemption Date, the Company shall
deposit with the Securities 

  
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Administrator or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) any accrued interest on, all the Securities which are to be redeemed on that date. 
 Section 11.09. 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 together with any accrued interest thereon 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 Securities for redemption in accordance with said notice, such Securities shall be paid by the Company at the Redemption Price, together with any accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. 
 If the Company shall default in the payment of the Redemption Price and accrued interest on any Security called for redemption, the principal (and premium, if any) of such Security shall, until paid or
until payment is provided for in accordance herewith, bear interest from the Redemption Date at the rate, if any, prescribed therefor in the Security. 
 So long as it is known to a Responsible Officer of the Securities Administrator that an Event of Default is continuing hereunder, the Securities Administrator shall not redeem any Securities of any series
pursuant to this Article (unless all Outstanding Securities of such series are to be redeemed) or mail or give any notice of redemption of Securities except that, where the mailing of notice of redemption of any Securities shall theretofore have
been made, the Securities Administrator shall redeem or cause to be redeemed such Securities provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any monies theretofore or thereafter
received by the Trustee or the Securities Administrator shall, during the continuance of such Event of Default, be deemed to have been collected under Article V and held for the payment of all such Securities. In case such Event of Default shall
have been waived as provided in Section 5.04 or the default cured on or before the sixtieth day preceding the Redemption Date, such monies shall hereafter be applied in accordance with the provisions of this Article. 

  
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 Section 11.10. Securities Redeemed in Part. Any Security which is to be redeemed
only in part shall be surrendered at any Place of Payment therefor (with, if the Company, the Trustee or the Securities Administrator so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the
Trustee and the Securities Administrator duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Securities Administrator 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 the Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered. 
 Section 11.11. Open Market Purchases. Notwithstanding any other
provision of this Indenture or the Securities, the Company or its Affiliates may, from time to time, purchase any Securities either in the open market at prevailing prices for such Securities at such time or in private transactions at a negotiated
price with the Holder or Holders thereof. 
 ARTICLE XII 
 SATISFACTION AND DISCHARGE 

Section 12.01. Satisfaction and Discharge. This Subordinated Securities Indenture will be discharged and will cease to be of
further effect as to all Securities of any series issued hereunder, when: 
  

	 	(a)	either: 

 (i) all
Securities of such series that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company,
have been delivered to the Securities Administrator for cancellation; or 
 (ii) all Securities of such series
that have not been delivered to the Securities Administrator for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably
deposited or caused to be deposited with the Securities Administrator as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be
sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on 

  
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the Securities of such series not delivered to the Securities Administrator for cancellation for principal and accrued interest (if any) and Additional Amounts (if any) to the date of maturity or
redemption; 
 (b) the Company has paid or caused to be paid all sums payable by it under this Subordinated Securities Indenture
with respect to such series; and 
 (c) the Company has delivered irrevocable instructions to the Securities Administrator under
this Subordinated Securities Indenture to apply the deposited money toward the payment of the Securities of such series at Maturity or on the Redemption Date, as the case may be. 

In addition, the Company must deliver an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to the
satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and discharge of this Subordinated
Securities Indenture, if money has been deposited with the Securities Administrator pursuant to subclause (ii) of clause (a) of this Section 12.01, the provisions of Sections 12.02 and 4.06 hereof will survive. In addition, nothing in
this Section 12.01 will be deemed to discharge those provisions of Section 6.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 

Section 12.02. Application of Trust Money. 
 Subject to the provisions of Section 4.06 hereof, all money deposited with the Securities Administrator pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Subordinated Securities Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Securities Administrator may determine, to
the Persons entitled thereto, of the principal and interest (if any) and Additional Amounts (if any), for whose payment such money has been deposited with the Securities Administrator; but such money need not be segregated from other funds except to
the extent required by law. 
 If the Securities Administrator or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 hereof 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
Company’s obligations under this Subordinated Securities Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Company has


  
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made any payment of principal of, or interest (if any) or Additional Amounts (if any) on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money or Government Securities held by the Securities Administrator or Paying Agent. 
 ARTICLE XIII 
 SUBORDINATION OF THE
SECURITIES 
 Section 13.01. Securities Subordinate to Claims of Senior Creditors.

 (a) The subordination provisions applicable to a given series of Securities shall be specified in the
applicable supplemental subordinated securities indenture issued pursuant to Section 3.01, and shall be deemed to have been set forth in this Article XIII with respect to such series of Securities. 

(b) Each Holder will have a right against the Company in respect of or arising under (including any damages awarded for
breach of any obligations under) the Securities and this Subordinated Securities Indenture (including the applicable supplemental subordinated securities indenture) relating to them to claim for all amounts due to them in respect of the Securities
including the principal amount thereof (and premium, if any) and any accrued but unpaid interest thereon. 
 (c)
The provisions of this Article XIII shall apply only to rights or claims payable under this Article XIII or to amounts payable pursuant thereto and under any Securities of any series and nothing herein shall affect or prejudice the payment of the
costs, charges, expenses, liabilities, indemnity or remuneration of either of the Trustee or the Securities Administrator. 
 (d) The provisions of this Article XIII shall not be applicable to any amounts in respect of any of the Securities of any series for the payment of which funds have been deposited in trust with the
Securities Administrator or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Subordinated Securities Indenture; provided, however, that at the time of such deposit or setting aside, and
immediately thereafter, the foregoing provisions of this Article XIII are complied with. 
 Section 13.02.
Provisions Solely to Define Relative Rights. The provisions of this Article XIII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities of each series on the one hand and the Senior
Creditors on the other hand. Nothing contained in this Article or elsewhere in this Subordinated Securities Indenture or in such Securities is 

  
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intended to or shall (a) impair, as among the Company and the Holders of the Securities, the obligation of the Company to pay to the Holders of such claims the principal of, and premium (if
any) and interest (if any) on, such Securities as and when the same shall become due and payable in accordance with their terms and this Subordinated Securities Indenture; or (b) affect the relative rights against the Company of the Holders of
such Securities; or (c) prevent the Trustee or the Holder of any Securities of the series from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Securities Indenture, subject to the rights, if
any, of the Senior Creditors. 
 Section 13.03. No Waiver of Subordination Provisions. No right of any present or
future Senior Creditors to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such Senior
Creditor or by any noncompliance by the Company with the terms, provisions and covenants of this Subordinated Securities Indenture, regardless of any knowledge thereof any such Senior Creditor may have or be otherwise charged with. 

Section 13.04. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of
the Company referred to in this Article, the Trustee, the Securities Administrator and the Holders of the Securities of the series shall be entitled to rely upon (a) any order or decree entered by any court in the Grand Duchy of Luxembourg in
which such bankruptcy, liquidation or winding-up of the Company or similar case or proceeding, is pending, or (b) a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent
or other Person making such payment or distribution, delivered to the Trustee, the Securities Administrator or the Holders of such Subordinated Debt Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the Senior Creditors and other claims against the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIII. 

Section 13.05. Neither Trustee Nor Securities Administrator a Fiduciary for Senior Creditors. Neither the Trustee nor the
Securities Administrator shall be deemed to owe any fiduciary duty to the Senior Creditors or shall be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Subordinated Securities of the series or to
the Company or to any other Person cash, property or securities to which any Senior Creditors shall be entitled. 

  
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 Section 13.06. Rights of Trustee and Securities Administrator as Senior Creditor;
Preservation of Trustee’s and Securities Administrator’s Rights. Each of the Trustee and the Securities Administrator in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any claims
of Senior Creditors which may at any time be held by it, to the same extent as any other Senior Creditor, and nothing in this Subordinated Securities Indenture shall deprive the Trustee or the Securities Administrator of any of its rights as such
holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee or the Securities Administrator under or pursuant to Section 6.07. 
 Section 13.07. Article Applicable to Paying Agents. At all times when a Paying Agent other than the Securities Administrator shall have been appointed by the Company and be then acting
hereunder, the term “Securities Administrator” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in place of the Securities Administrator; provided, however, that Section 13.06 shall not apply to the Company or any affiliate of the Company if the Company
or such affiliate acts as Paying Agent. 
 ARTICLE XIV 
 MEETINGS OF HOLDERS OF SECURITIES 
 Section 14.01. Call and Notice of Holders’ Meeting. A meeting of Holders of any series may be called by the Securities Administrator at any time. The Company or the Holders of at least
10% in aggregate principal amount of the then outstanding Securities of any series may call a meeting if the Company or the Holders have requested the Securities Administrator in writing to call such a meeting and the Securities Administrator has
not given notice of such meeting within 20 days of receiving the request. Notices of meetings must include the time and place of the meeting and a general description of the action proposed to be taken at the meeting and must be given not less than
30 days nor more than 60 days before the date of the meeting, except that notices of meetings reconvened after adjournment must be given not less than 10 days nor more than 60 days before the date of the meeting. At any meeting, the presence of
Holders holding Securities in an aggregate principal amount sufficient to take the action for which the meeting was called will constitute a quorum. Any modifications to or waivers of the Subordinated Securities Indenture or the Securities will be
conclusive and binding on all Holders of Securities of such series, whether or not they have given their consent (unless required under this Subordinated Securities Indenture) or were present at any duly held meeting. 

  
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 Section 14.02. Communication by Holders of Securities with Other Holders of
Securities. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Subordinated Securities Indenture or the Securities. The Company, any guarantor, the Trustee, the
Securities Administrator, the Security Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 
 Section 14.03. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more
Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled
to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of either of the Trustee or the Securities Administrator and its counsel and
any representatives of the Company and its counsel. 
 Section 14.04. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Subordinated Securities Indenture or the terms of such series expressly provides may be given by the Holders of not less than a specified percentage of the principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned
meeting. Notice of the reconvening of any adjourned meeting need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly
the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. 

  
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 Except as limited by the proviso to Section 9.02, any resolution presented to a meeting
or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to Section 9.02, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Subordinated Securities Indenture or the terms of such series
expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series. 
 Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series,
whether or not present or represented at the meeting. 
 Section 14.05. Determination of Voting Rights; Conduct and
Adjournment of Meetings. 
 (a) Notwithstanding any other provisions of this Subordinated Securities Indenture, the
Securities Administrator may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04.
Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof. 

(b) The Securities Administrator shall, by an instrument in writing, appoint, a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by Holders of Securities, in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 

  
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 (c) Except as otherwise set forth in the applicable supplemental subordinated securities
indenture issued pursuant to Section 3.01 in respect of a given series of Securities, at any meeting each Holder of a Security of such series or proxy shall be entitled to such number of votes as is equal to the ratio of the principal amount of
the Outstanding Securities of such series held or represented by such Holder or proxy, divided by the minimum denomination in which the Securities were issued under the applicable supplemental subordinated securities indenture; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy. 
 (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 14.01 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice. 
 Section 14.06. Counting Votes and Recording Action of Meetings. The
vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities
of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one, or more persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 14.01 and, if applicable, Section 14.04. Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Securities Administrator to be preserved by the Securities Administrator, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

  
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 This instrument may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

  
 88 









 IN WITNESS WHEREOF, the Company, the Securities Administrator and the Trustee have caused
this Subordinated Securities Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 

 

			
	ARCELORMITTAL
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:
	
	 CITIBANK, N.A., as Securities Administrator

		
	By:	 	  

		 	Name:
		 	Title:
	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

		
	By:	 	  

		 	Name:
		 	Title:



  
 89 









 EXHIBIT A 

FORM OF SECURITY1 
 [Form of Face of Security] 
 The rights of the holder of this Security are,
to the extent and in the manner set forth in Section 13.01(a) of the Subordinated Securities Indenture, subordinated to the claims of other creditors of the Company, and this Security is issued subject to the provisions of that
Section 13.01(a), and the holder of this Security, by accepting the same, agrees to and shall be bound by such provisions. The provisions of Section 13.01(a) of the Subordinated Securities Indenture and the terms of this paragraph are
governed by, and shall be construed in accordance with, the laws of the Grand Duchy of Luxembourg. 
 [If an Original Issue
Discount Security, insert any legend required by the Internal Revenue Code and the Regulations thereunder.] 
 If a
Book-Entry Security—This Security is a Book-Entry Security within the meaning of the Subordinated Securities Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security is
exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Subordinated Securities Indenture, and no transfer of this Security (other than a transfer of
this Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in such limited circumstances. 

 
  
  

			
	No. R-                    	  	$                    

 ARCELORMITTAL 
 promises to pay to                      or registered assigns, 

the principal sum of
                                         
                                         
       DOLLARS [on                             ]. 

 

	1 	 To be completed and supplemented to reflect the terms of any series of Securities. 



  
 1 








 Interest Payment
Dates:[                     and
                    ] of each year, commencing on
                    , 20    . 
 Record Dates: [                     and
                    ] of each year, commencing on
                    , 20    . 
 Reference is hereby made to the further provisions of the Security evidenced hereby set forth on the reverse hereof, which further provisions shall have the same effect as if set forth at this place.

 Unless the Certificate of Authentication has been duly executed by the Securities Administrator by manual signature, this Security shall not
be entitled to any benefits under the Subordinated Securities Indenture, or be valid or obligatory for any purpose. 
 Dated:
                    , 20     

 

			
	ARCELORMITTAL
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 This is one of the Securities referred to in the within-mentioned Subordinated Securities Indenture: 

Dated: 
 CITIBANK, N.A., not in its individual
capacity but solely as as Securities Administrator 
  

			
	By:	 	  



  
 2 








 [Back of Security] 
 Capitalized terms used herein have the meanings assigned to them in the Subordinated Securities Indenture referred to below unless otherwise indicated. 

(1) INTEREST. ArcelorMittal, a société anonyme organized under Luxembourg law
will pay interest on the principal amount of the              Securities at [    ]% per annum from
[            ], [until Maturity]. The Company will pay interest and Additional Amounts, if any, pursuant to Section [    ], [semi-annually] in arrears [on
                     and
                    ] of each year (each an Interest Payment Date) commencing on
                    , 20    , to the Holders of Securities registered as such as of close of business [on
                     and
                    ,] immediately preceding the relevant Interest Payment Date. 

If an Interest Payment Date or the maturity date in respect of the Securities is not a Business Day in the Place of
Payment, we will pay interest or principal, as the case may be, on the next Business Day. Payments postponed to the next Business Day in this situation will be treated under this Subordinated Securities Indenture as if they were made on the original
due date. Postponement of this kind will not result in a default under the Securities or this Subordinated Securities Indenture, and no interest will accrue on the postponed amount from the original due date to the next day that is a Business Day.

 Interest on the Securities will accrue from the Closing Date or, if interest has already been paid, from the
date it was most recently paid (each such period, an “Interest Period”). Interest on the Securities will be calculated in accordance with Section 3.10 of the Subordinated Securities Indenture. 

Interest will cease to accrue on the Securities on the due date for their redemption, unless, upon such due date, payment
of principal is improperly withheld or refused or if default is otherwise made in respect of payment of principal, in which case interest will continue to accrue on the Securities at the rates set forth above, as the case may be, until the earlier
of (a) the day on which all sums due in respect of such Securities up to that day are received by the relevant Holder or (b) the day falling seven days after the Securities Administrator has notified the Holders of receipt of all sums due
in respect of the such Securities up to that seventh day, except to the extent that there is failure in the subsequent payment to the relevant Holders following such notification. 

  
 3 








 (2) DEFAULTED INTEREST. Any interest on
the Securities which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to Holders of Securities of this
series not more than 15 days and not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Subordinated Securities Indenture. 
 (3) METHOD OF PAYMENT. The Company will pay interest on the Securities (except Defaulted Interest) and Additional Amounts, if any, to the
Persons who are registered Holders of Securities at the close of business in New York City on [                     or
                    ] (whether or not a Business Day) immediately preceding the Interest Payment Date, except as provided in Section 3.07
of the Subordinated Securities Indenture with respect to Defaulted Interest. The Securities will be payable as to principal, interest and Additional Amounts, if any, at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company, payment of interest and Additional Amounts, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with respect to principal of, interest and Additional Amounts, if any, on, all Securities the Holders of which will have provided wire transfer instructions to the Company or
the Paying Agent. Such payment will be 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. 

(4) PAYING AGENT AND REGISTRAR. Initially, Citibank,
N.A., the Securities Administrator under the Subordinated Securities Indenture, will act as Paying Agent and Security Registrar. The Company may appoint one or more Co-Registrars and one or more additional Paying Agents. The Company may change any
Paying Agent or Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
 (5) SUBORDINATED SECURITIES INDENTURE. The Company issued the Securities under an Subordinated Securities Indenture dated as of
[            ], 2013 between the Company, the Securities Administrator and the Trustee. The terms of the Securities include those stated in the Subordinated Securities Indenture and


  
 4 








 
those expressly made part of the Subordinated Securities Indenture by reference to the Trust Indenture Act as in effect on the date of the Subordinated Securities Indenture and, to the extent
required by any amendment after such date, as so amended. The Securities are subject to all such terms, and Holders are referred to the Subordinated Securities Indenture and the U.S. Trust Indenture Act for a statement of such terms. To the extent
any provision of this Security conflicts with the express provisions of the Subordinated Securities Indenture, the provisions of the Subordinated Securities Indenture shall govern and be controlling. 

(6) REDEMPTION AT THE OPTION OF THE
COMPANY. Redemption at the option of the Company shall only be applicable to these Securities if such applicability and the terms of such redemption are specified pursuant to Section 3.01 of the Subordinated
Securities Indenture. 
 (7) MANDATORY REDEMPTION. Mandatory redemption or
sinking fund payments shall only be applicable to these Securities if such applicability and the terms of such payments are specified pursuant to Section 3.01 of the Subordinated Securities Indenture. 

(8) NOTICE OF REDEMPTION. Notice of any redemption will be mailed at
least 30 days but not more than 60 days before the Redemption Date to each Holder at its registered address. 
 (9)
OFFER TO PURCHASE UPON A CHANGE OF CONTROL. A requirement for the Company to offer to purchase any Securities following a
change of control shall only be applicable if such applicability and the terms of such redemption are specified pursuant to Section 3.01 of the Subordinated Securities Indenture. 

(10) LEGAL DEFEASANCE AND DISCHARGE. Section 4.02 of the
Subordinated Securities Indenture [shall be] applicable to the Securities. 
 (11) COVENANT
DEFEASANCE. Section 4.03 of the Subordinated Securities Indenture [shall be] applicable to the Securities. 
 (12) SATISFACTION AND DISCHARGE. The Subordinated Securities Indenture specifies the means by which it may be discharged and cease to be of further
effect with respect to the Securities. 
 (13) DENOMINATIONS, TRANSFER,
EXCHANGE. The Securities are in registered form without coupons. The transfer of Securities may be registered and Securities may be exchanged as provided in the Subordinated Securities Indenture. The Security
Registrar, the Securities Administrator and the Trustee may require a 

  
 5 








 Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the Subordinated Securities Indenture. The Company need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, the
Company need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities of such series to be redeemed or selected for redemption or during the period between a record date and the corresponding
Interest Payment Date. 
 (14) PERSONS DEEMED
OWNERS. The registered Holder of a Security may be treated as its owner for all purposes. 

(15) AMENDMENT, SUPPLEMENT AND WAIVER. The Subordinated
Securities 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 Subordinated Securities Indenture at any time by the Company, the Securities Administrator and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected.
The Subordinated Securities Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Subordinated Securities Indenture and certain past defaults under the Subordinated Securities Indenture and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security. 
 As set forth in the Subordinated Securities Indenture, the Subordinated
Securities Indenture may be amended or modified without the consent of any Holder of Securities in order, among other things: (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for the issuance of additional Securities in
accordance with the limitations set forth in the Subordinated Securities Indenture; (iii) to provide for the assumption by a successor company of the Company’s obligations under the Securities and the Subordinated Securities Indenture in
the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iv) to comply with any requirements of the United States Securities and Exchange Commission in connection with qualifying the Subordinated
Securities Indenture under the Trust Indenture Act; or (v) to correct 

  
 6 








 
or add any other provisions with respect to matters or questions arising under the Subordinated Securities Indenture, so long as that correction or added provision will not adversely affect the
interests of the Holders of the Securities in any material respect. 
 As set forth in the Subordinated Securities Indenture,
without the consent of each Holder of an Outstanding Security affected, no amendment may, among other things: (i) modify the Stated Maturity of the Securities or the dates on which interest is payable in respect of the Securities;
(ii) reduce the principal amount of, or interest on, the Securities; (iii) change the currency of payment of the Securities; (iv) impair the right of the Holders of Securities to institute suit for the enforcement of any payment on or
after the date due; (v) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any modification of or waiver of compliance with any provision of the Subordinated Securities
Indenture or defaults under the Subordinated Securities Indenture and their consequences; (vi) modify the provisions of the Subordinated Securities Indenture regarding the quorum required at any meeting of Holders; or (vii) modify the
Subordinated Securities Indenture with respect to the subordination provisions of the Securities in a manner adverse to any Holder. 
 (16) DEFAULTS AND REMEDIES. Each of the following is an “Event of Default”: 

(1) default in any payment of principal or any premium on any Security of a series when due (at Maturity, including upon
redemption, or otherwise), which continues for 15 days; 
 (2) default in the payment of interest (if any) and
Additional Amounts (if any) on any Security of a series when due, which continues for 30 days; 
 (3) the
Company’s failure to comply with any other obligation contained in the Subordinated Securities Indenture (other than a covenant default in whose performance or whose breach is elsewhere in Section 5.01 of the Subordinated Securities
Indenture specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given to the Company by the Trustee or the Securities Administrator written notice, as provided in accordance with
Section 1.05 of the Subordinated Securities Indenture, specifying such default or breach and requiring it to be remedied; 

  
 7 








 (4) if the Company is (or is deemed by law or a court to be) insolvent or
bankrupt or presents a request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part
of (or of a particular type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it
will or might otherwise be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in
respect of or affecting all or any part of (or of a particular type of) the debts of the Company or any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the foregoing events; or 

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

Upon the occurrence and continuation of any Event of Default, then in every such case the Trustee or the Holders of at least 25% in
aggregate principal amount of the outstanding Securities of the affected series may declare the principal amount of the outstanding Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), in accordance with Section 1.05 of the Subordinated Securities Indenture. Upon any such declaration, the Securities of such series shall become due and payable immediately. 

At any time after such a declaration of acceleration with respect to outstanding Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that series, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if: 
 (1) the Company has paid or
deposited with the Trustee a sum sufficient to pay 
 (a) all overdue interest on all Securities of that series,

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

  
 8 








 (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 either of the Trustee or the Securities Administrator hereunder and the reasonable and documented compensation, expenses, disbursements and advances of each of the Trustee and the Securities Administrator, 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 and other amounts of Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 5.04 of the Subordinated Securities Indenture. 
 No such rescission shall affect any subsequent default or impair any right consequent thereon. 
 The Holders of a majority in aggregate principal amount of the outstanding Securities of any series by notice to the Trustee may waive any past default under the Subordinated Securities Indenture
affecting such series, except an uncured default in the payment of principal of or interest on such series of Securities or an uncured default relating to a covenant or provision of the Subordinated Securities Indenture that cannot be modified or
amended without the consent of each affected Holder. 
 Holders of a majority in aggregate principal amount of the outstanding
Securities of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, in each case with respect to
such series and subject to the limitations specified herein. Subject to Article VI of the Subordinated Securities Indenture relating to the Trustee’s duties, neither of the Trustee nor the Securities Administrator will be under any obligation
to exercise any of its rights and powers under the Subordinated Securities Indenture unless such Holder has offered an indemnity to its reasonable satisfaction against any loss, costs, expenses and liabilities it may incur. 

  
 9 








 No Holder of Securities of any series will have any right to institute any proceeding with
respect to the Subordinated Securities Indenture or the Securities of the series or for any remedy thereunder, unless: 
 (1) such Holder has previously given written notice to the Trustee at its Corporate Trust Office of a continuing Event of Default under the Securities of the series has occurred; 

(2) Holders of not less than 25% in aggregate principal amount of the outstanding Securities of the relevant series have
made a written request to the Trustee to institute the proceedings in respect of the Event of Default or breach in its own name as Trustee under the Subordinated Securities Indenture; 

(3) the Holders of the Securities of the relevant series have offered to the Trustee reasonable indemnity against the cost
and other liabilities of instituting a proceeding and provided a written request to the Trustee at its Corporate Trust Office; 
 (4) the Trustee for 60 days thereafter has failed to institute any such proceeding; 
 (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of the relevant series have not given the Trustee a direction that is inconsistent with
such written request; and 
 (6) the terms of such series of Securities do not prohibit such remedy to be sought
by the Trustee and/or the Holders, 
 it being understood and intended that no one or more Holders shall have any right in any manner whatever
by virtue of, or by availing of, any provision of the Subordinated Securities Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce
any right under the Subordinated Securities Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders. 
 Notwithstanding any other provision of the Subordinated Securities Indenture, the right of any Holder of a Security to receive payment of the principal of, and interest (if any) and Additional Amounts (if
any) on, the Security, on or after the respective due dates expressed in the Security (including in connection with a Change of Control Offer, if such term is defined in the relevant 

  
 10 









 
supplemental subordinated securities indenture issued pursuant to Section 3.01 of the Subordinated Securities Indenture), or to institute a suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired without the consent of such Holder. 
 (17) TRUSTEE
AND SECURITIES ADMINISTRATOR DEALINGS WITH COMPANY. Each of the Trustee and the Securities Administrator, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee or Securities Administrator, as applicable. However, in the
event that the Trustee acquires any conflicting interest as defined under the Trust Indenture Act, it must eliminate such conflict within 90 days, or resign. 
 (18) NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of
the Company, as such, will have any liability for any obligations of the Company under the Securities or the Subordinated Securities Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities. 
 (19) AUTHENTICATION. This Security will not be valid until authenticated by the manual signature of the Securities Administrator or an authenticating agent.

 (20) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

(21) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities, and each of the Trustee and the Securities Administrator may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(22) Governing Law. THE SUBORDINATED SECURITIES INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF 

  
 11 









 
NEW YORK. FOR THE AVOIDANCE OF DOUBT, THE PROVISIONS OF ARTICLE 86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL NOT APPLY TO THE SECURITIES.

 The Company will furnish to any Holder upon written request and without charge a copy of the Subordinated Securities
Indenture. Requests may be made to: 
 ArcelorMittal 
 24-26 boulevard d’Avranches 
 L-1160 Luxembourg 

Grand Duchy of Luxembourg 
 Facsimile: +352 4792 2189 
 Attention: Funding Department 

  
 12 









 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Security to:	  	 
		  	(Insert assignee’s legal name)
		
	 	  	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
		
	 	  	 
		
	 	  	 
		
	 	  	 
		
	 	  	 
	              (Print or type assignee’s name, address and zip
code)
	
	and irrevocably appoint
                                         
    to transfer this Security on the books of the Company. The agent may substitute another to act for him.

 Date:
                     
  

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears
		 	on the face of this Security)


 Signature Guarantee*:
                                        

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee or the Securities Administrator, as
applicable). 


  
 13 









 EXHIBIT B 
 [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND 
 CLEARSTREAM IN CONNECTION WITH
THE EXCHANGE OF A 
 PORTION OF A TEMPORARY GLOBAL SECURITY 

Whenever any provision of this Subordinated Securities Indenture or the forms of Security contemplates that certification be given by
Euroclear or Clearstream in connection with the exchange of a portion of a temporary global Security, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved by the
Company:] 
 CERTIFICATE 
 [Insert title or sufficient description 
 of Securities to be
delivered] 
 This is to certify with respect to U.S.$ principal amount of the above-captioned Securities (i) that
we have received from each of the persons appearing in our records as persons entitled to a portion of such principal amount (our “Qualified Account Holders”) a certificate with respect to such portion substantially in the form
attached hereto, and (ii) that we are not submitting herewith for exchange any portion of the temporary global Security representing the above-captioned Securities excepted in such certificates. 

We further certify that as of the date hereof we have not received any notification from any of our Qualified Account Holders to the
effect that the statements made by such Qualified Account Holders with respect to any portion of the Principal amount submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof. 

We understand that this certificate may be required in connection with certain securities and tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such
proceedings. 
 Dated:
                    , 20     
 [To be dated no earlier than 
 the Exchange Date] 

  
 14 









 
			
	 [EUROCLEAR BANK S.A./N.V., as Operator
 of the Euroclear System] [CLEARSTREAM
 BANKING, SOCIETE ANONYME]

	By:	 	  




  
 15 









 EXHIBIT C 
 [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND 
 CLEARSTREAM TO OBTAIN INTEREST
PRIOR TO AN EXCHANGE 
 DATE 
 Whenever any provision of this Subordinated Securities Indenture or the forms of Security contemplates that certification be given by Euroclear or Clearstream to obtain interest prior to an Exchange Date,
such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved by the Company:] 
 CERTIFICATE 
  

 
 [Insert title
or sufficient description of Securities] 
 We confirm that the interest payable on the Interest Payment Date on [Insert
Date] will be paid to each of the persons appearing in our records as being entitled to interest payable on such date from whom we have received a written certification, dated not earlier than such Interest Payment Date, substantially in the
form attached hereto. We undertake to retain certificates received from our member organizations in connection herewith for four years from the end of the calendar year in which such certificates are received. 

We undertake that any interest received by us and not paid as provided above shall be returned to the Securities Administrator for the
above Securities immediately prior to the expiration of two years after such Interest Payment Date in order to be returned by such Securities Administrator to the above issuer at the end of two years after such Interest Payment Date. 

Dated:                     ,
20     
 [To be dated on or after 
 the relevant Interest 
 Payment Date] 

 

			
	[EUROCLEAR BANK S.A./N.V., as Operator of the Euroclear System] [CLEARSTREAM BANKING, SOCIETE ANONYME]
	By:	 	  




  
 C-1