Exhibit 4.2


 


 


 





 



 


 


ASSURANT, INC.


 


TO


 


U.S. BANK NATIONAL ASSOCIATION


 


Trustee


 


_____________________________


  


Subordinated Indenture


 


Dated as of March 27, 2018 












_____________________________




 


 


 





 



 




 






    


     

    

 





TABLE
OF CONTENTS


 


Page


 




	PARTIES	1
	RECITALS
    OF THE COMPANY	1
	ARTICLE One

                                                                                 

                                                                                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	SECTION
    101.   Definitions.	1
	Act	2
	Affiliate	2
	Authenticating
    Agent	2
	Board
    of Directors	2
	Board
    Resolution	2
	Business
    Day	2
	Commission	2
	Company	2
	Company
    Request; Company Order	2
	Corporate
    Trust Office	3
	corporation	3
	Covenant
    Defeasance	3
	Defaulted
    Interest	3
	Defeasance	3
	Depositary	3
	Event
    of Default	3
	Exchange
    Act	3
	Expiration
    Date	3
	Global
    Security	3
	Holder	3
	Indenture	3
	interest	3
	Interest
    Payment Date	3
	Investment
    Company Act	4
	Maturity	4
	Notice
    of Default	4
	Officers’
    Certificate	4
	Opinion
    of Counsel	4
	Original
    Issue Discount Security	4
	Outstanding	4
	Paying
    Agent	5
	Person	5
	Place
    of Payment	5
	Predecessor
    Security	5



 






    i 


     

    

 


	Redemption
    Date	5
	Redemption
    Price	5
	Regular
    Record Date	5
	Responsible
    Officer	6
	Securities	6
	Securities
    Act	6
	Security
    Register; Security Registrar	6
	Senior
    Debt	6
	Special
    Record Date	6
	Stated
    Maturity	6
	Subsidiary	7
	Trust
    Indenture Act	7
	Trustee	7
	U.S.
    Government Obligation	7
	Vice
    President	7
	SECTION
    102.   Compliance Certificates and Opinions.	7
	SECTION
    103.   Form of Documents Delivered to Trustee.	8
	SECTION
    104.   Acts of Holders; Record Dates.	8
	SECTION
    105.   Notices, Etc., to Trustee and Company.	10
	SECTION
    106.   Notice to Holders; Waiver.	10
	SECTION
    107.   Conflict with Trust Indenture Act.	11
	SECTION
    108.   Effect of Headings and Table of Contents.	11
	SECTION
    109.   Successors and Assigns.	11
	SECTION
    110.   Separability Clause.	11
	SECTION
    111.   Benefits of Indenture.	11
	SECTION
    112.   Governing Law.	12
	SECTION
    113.   Legal Holidays.	12
	ARTICLE Two

                                                                                 

                                                                                SECURITY FORMS

	SECTION
    201.   Forms Generally.	12
	SECTION
    202.   Form of Face of Security.	13
	SECTION
    203.   Form of Reverse of Security.	14
	SECTION
    204.   Form of Legend for Global Securities.	18
	SECTION
    205.   Form of Trustee’s Certificate of Authentication.	18
	ARTICLE Three

                                                                                 

                                                                                THE SECURITIES

	SECTION
    301.   Amount Unlimited; Issuable in Series.	19
	SECTION
    302.   Denominations.	22
	SECTION
    303.   Execution, Authentication, Delivery and Dating.	22
	SECTION
    304.   Temporary Securities.	23
	SECTION
    305.   Registration, Registration of Transfer and Exchange.	23



 






    ii 


     

    

  


	SECTION
    306.   Mutilated, Destroyed, Lost and Stolen Securities.	25
	SECTION
    307.   Payment of Interest; Interest Rights Preserved.	26
	SECTION
    308.   Persons Deemed Owners.	27
	SECTION
    309.   Cancellation.	27
	SECTION
    310.   Computation of Interest.	28
	ARTICLE Four

                                                                                 

                                                                                SATISFACTION AND DISCHARGE

	SECTION
    401.   Satisfaction and Discharge of Indenture.	28
	SECTION
    402.   Application of Trust Money.	29
	ARTICLE Five

                                                                                 

                                                                                REMEDIES

	SECTION
    501.   Events of Default.	29
	SECTION
    502.   Acceleration of Maturity; Rescission and Annulment.	30
	SECTION
    503.   Collection of Indebtedness and Suits for Enforcement by Trustee.	31
	SECTION
    504.   Trustee May File Proofs of Claim.	32
	SECTION
    505.   Trustee May Enforce Claims Without Possession of Securities.	32
	SECTION
    506.   Application of Money Collected.	32
	SECTION
    507.   Limitation on Suits.	33
	SECTION
    508.   Unconditional Right of Holders to Receive Principal, Premium and Interest.	33
	SECTION
    509.   Restoration of Rights and Remedies.	33
	SECTION
    510.   Rights and Remedies Cumulative.	34
	SECTION
    511.   Delay or Omission Not Waiver.	34
	SECTION
    512.   Control by Holders.	34
	SECTION
    513.   Waiver of Past Defaults.	34
	SECTION
    514.   Undertaking for Costs.	35
	SECTION
    515.   Waiver of Usury, Stay or Extension Laws.	35
	ARTICLE Six

                                                                                 

                                                                                THE TRUSTEE

	SECTION
    601.   Certain Duties and Responsibilities.	35
	SECTION
    602.   Notice of Defaults.	36
	SECTION
    603.   Certain Rights of Trustee.	36
	SECTION
    604.   Not Responsible for Recitals or Issuance of Securities.	37
	SECTION
    605.   May Hold Securities.	37
	SECTION
    606.   Money Held in Trust.	37
	SECTION
    607.   Compensation and Reimbursement.	37
	SECTION
    608.   Conflicting Interests.	38
	SECTION
    609.   Corporate Trustee Required; Eligibility.	38
	SECTION
    610.   Resignation and Removal; Appointment of Successor.	38



 






    iii 


     

    

 


	SECTION
    611.   Acceptance of Appointment by Successor.	40
	SECTION
    612.   Merger, Conversion, Consolidation or Succession to Business.	41
	SECTION
    613.   Preferential Collection of Claims Against Company.	41
	SECTION
    614.   Appointment of Authenticating Agent.	41
	ARTICLE Seven

                                                                                 

                                                                                HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	SECTION
    701.   Company to Furnish Trustee Names and Addresses of Holders.	43
	SECTION
    702.   Preservation of Information; Communications to Holders.	43
	SECTION
    703.   Reports by Trustee.	43
	SECTION
    704.   Reports by Company.	44
	ARTICLE Eight

                                                                                 

                                                                                cONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	SECTION
    801.   Company May Consolidate, Etc., Only on Certain Terms.	44
	SECTION
    802.   Successor Substituted.	45
	ARTICLE Nine

                                                                                 

                                                                                sUPPLEMENTAL INDENTURES

	SECTION
    901.   Supplemental Indentures Without Consent of Holders.	45
	SECTION
    902.   Supplemental Indentures With Consent of Holders.	46
	SECTION
    903.   Execution of Supplemental Indentures.	47
	SECTION
    904.   Effect of Supplemental Indentures.	48
	SECTION
    905.   Conformity with Trust Indenture Act.	48
	SECTION
    906.   Reference in Securities to Supplemental Indentures.	48
	ARTICLE Ten

                                                                                 

                                                                                COVENANTS

	SECTION
    1001.   Payment of Principal, Premium and Interest.	48
	SECTION
    1002.   Maintenance of Office or Agency.	48
	SECTION
    1003.   Money for Securities Payments to Be Held in Trust.	49
	SECTION
    1004.   Statement by Officers as to Default.	50
	SECTION
    1005.   Existence.	50
	SECTION
    1006.   Waiver of Certain Covenants.	50
	ARTICLE Eleven

                                                                                 

                                                                                REDEMPTION OF SECURITIES

	SECTION
    1101.   Applicability of Article.	50



 






    iv 


     

    

  


	SECTION
    1102.   Election to Redeem; Notice to Trustee.	50
	SECTION
    1103.   Selection by Trustee of Securities to Be Redeemed.	51
	SECTION
    1104.   Notice of Redemption.	51
	SECTION
    1105.   Deposit of Redemption Price.	52
	SECTION
    1106.   Securities Payable on Redemption Date.	52
	SECTION
    1107.   Securities Redeemed in Part.	53
	ARTICLE Twelve

                                                                                 

                                                                                SINKING FUNDS

	SECTION
    1201.   Applicability of Article.	53
	SECTION
    1202.   Satisfaction of Sinking Fund Payments with Securities.	53
	SECTION
    1203.   Redemption of Securities for Sinking Fund.	54
	ARTICLE Thirteen

                                                                                 

                                                                                DEFEASANCE AND COVENANT DEFEASANCE

	SECTION
    1301.   Company’s Option to Effect Defeasance or Covenant Defeasance.	54
	SECTION
    1302.   Defeasance and Discharge.	54
	SECTION
    1303.   Covenant Defeasance.	55
	SECTION
    1304.   Conditions to Defeasance or Covenant Defeasance.	55
	SECTION
    1305.   Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	57
	SECTION
    1306.   Reinstatement.	58
	ARTICLE
    Fourteen
	SECTION
    1401.   Securities Subordinate to Senior Debt.	58
	SECTION
    1402.   Payment Over of Proceeds Upon Dissolution, Etc.	59
	SECTION
    1403.   Prior Payment to Senior Debt Upon Acceleration of Securities.	60
	SECTION
    1404.   No Payment When Senior Debt in Default.	60
	SECTION
    1405.   Payment Permitted in Certain Situations.	61
	SECTION
    1406.   Subrogation to Rights of Holders of Senior Debt.	62
	SECTION
    1407.   Provisions Solely to Define Relative Rights.	62
	SECTION
    1408.   Trustee to Effectuate Subordination.	62
	SECTION
    1409.   No Waiver of Subordination Provisions.	63
	SECTION
    1410.   Notice to Trustee.	63
	SECTION
    1411.   Reliance on Judicial Order or Certificate of Liquidating Agent.	64
	SECTION
    1412.   Trustee Not Fiduciary for Holders of Senior Debt.	64
	SECTION
    1413.   Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.	64
	SECTION
    1414.   Article Applicable to Paying Agents.	64


__________





NOTE: This table of contents
shall not, for any purpose, be deemed to be a part of the Indenture.


 











    v 


     

    




 





ASSURANT,
INC.


 


Certain
Sections of this Indenture relating to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:


 


	Trust
Indenture Act Section 
	Indenture
Section 

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








 






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


 




    vi 


     

    

SUBORDINATED
INDENTURE, dated as of March 27, 2018, between Assurant, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”), having its principal office at 28 Liberty Street, 41st Floor, New
York, New York 10005, and U.S. Bank National Association, a national banking association duly organized and existing under the
laws of the United States of America, as trustee (herein called the “Trustee”).


 


RECITALS
OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
One



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION
101.   Definitions.


 


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


 


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


 


(2)              
all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;


 


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


 


(4)              
unless the context otherwise requires, any reference to an “Article” or
a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and


 




     -1-


     

    

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


 


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


 


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


 


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


 


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


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to
the Trustee.


 


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


 


“Capital
Stock” for any corporation or other entity means any and all shares, interests, rights to purchase, warrants, options, participations
or other equivalents of or interests in (however designated) stock issued by that corporation or entity.


 


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


 


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


 


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


 






     -2-


     

    

 


“Corporate
Trust Office” means the principal office of the Trustee located at Two Midtown Plaza, 1349 W. Peachtree Street, N.W., Suite
1050, Atlanta, Georgia 30309 at which at any particular time its corporate trust business shall be administered, and for purpose
of maintaining a corporate trust office in the Borough of Manhattan, the City of New York pursuant to Sections 609 and 1002 hereunder,
means the office of the Trustee located at 100 Wall Street, 16th Floor, New York, NY 10005 Attn: Corporate Trust Services.


 


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


 


“Covenant
Defeasance” has the meaning specified in Section 1303.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Defeasance”
has the meaning specified in Section 1302.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section
301.


 


“Event
of Default” has the meaning specified in Section 501.


 


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


 


“Expiration
Date” has the meaning specified in Section 104.


 


“Global
Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in
Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities).


 


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


 


“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of
particular series of Securities established as contemplated by Section 301.


 


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


 


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


 






     -3-


     

    

 


“Investment
Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time
to time.


  


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


 


“Notice
of Default” means a written notice of the kind specified in Section 501(4).


 


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered
to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee.


 


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


 


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


 


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


 


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


 


(3)              
Securities as to which Defeasance has been effected pursuant to Section 1302; and


 


(4)              
Securities which have been paid pursuant to Section 306 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken
any request, demand, authorization,


 






     -4-


     

    

 


direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal
amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof
which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal
amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated
by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall
be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated
by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above,
of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 


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


 


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


 


“Place
of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.


 


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


 


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


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 301.


 






     -5-


     

    

 


“Responsible
Officer”, when used with respect to the Trustee, means the chairman or any vice chairman of the board of directors, the
chairman or any vice chairman of the executive committee of the board of directors, the chairman of the trust committee, the president,
any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.


 


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


 


“Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


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


 


“Senior
Debt” means (i) all indebtedness and obligations (other than Securities and any other obligations issued pursuant to this
Indenture) for amounts borrowed; (ii) all indebtedness and obligations evidenced by securities, notes (other than the Securities),
debentures, bonds or other similar instruments; (iii) all capital lease obligations; (iv) all reimbursement obligations with respect
to letters of credit, bankers’ acceptances or similar facilities issued for the Company’s account; (v) all obligations
issued or assumed as the deferred purchase price of property or services, including all obligations under master lease transactions
pursuant to which the Company or any of its Subsidiaries have agreed to be treated as owner of the subject property for U.S. federal
income tax purposes, (vi) all payment obligations under interest rate swap or similar agreements or foreign currency hedge, exchange
or similar agreements at the time of determination, including any such obligations the Company incurred solely to act as a hedge
against increases in interest rates that may occur under the terms of other outstanding variable or floating rate indebtedness
of the Company’s; and (vii) all indebtedness and obligations that represent obligations to policyholders of insurance or
investment contracts, in each case, whether outstanding on the date of this Indenture or thereafter created, incurred or assumed,
and all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations, unless in any such
case the instrument by which such indebtedness or obligations are created, incurred or assumed by the Company, or are evidenced,
provides (a) that they are subordinated in right of payment to the Company’s Senior Debt or (b) that they are equal in rank
and right of payment to the Securities.


 


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


 


“Stated
Maturity”, when used with respect to any Security or any instalment 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.


 






     -6-


     

    

 


“Subsidiary”
means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition,
“voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or
only so long as no senior class of stock has such voting power by reason of any contingency.


 


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


 


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


 


“U.S.
Government Obligation” has the meaning specified in Section 1304.


 


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


 


SECTION
102.   Compliance Certificates and Opinions.


 


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


 


Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided
for in Section 1004) shall include,


 


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


 


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


 


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


 






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


 


SECTION
103.   Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


SECTION
104.   Acts of Holders; Record Dates.


 


Any request,
demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section.


 


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


 






     -8-


     

    

 


fact
and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.


 


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


 


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


 


The Company
may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not
set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company
from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing
in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in
Section 106.


 


The Trustee
may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii)
any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case
with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities
of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action


 






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taken
by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and
to each Holder of Securities of the relevant series in the manner set forth in Section 106.


 


With
respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day
as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that
no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such
record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in
this paragraph.


 


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


 


SECTION
105.   Notices, Etc., to Trustee and Company.


 


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


 


(1)              
the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate
Trust Services; provided, however, that such instrument will be considered properly given if submitted in an electronic
format, e.g., by facsimile, e-mail or otherwise, or


 


(2)              
the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed
to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company; provided, however, that such instrument will be considered properly
given if submitted in an electronic format, e.g., by facsimile, e-mail or otherwise.


 


SECTION
106.   Notice to Holders; Waiver.


 


Where this
Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears
in


 






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


 


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


 


SECTION
107.   Conflict with Trust Indenture Act.


 


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


 


SECTION
108.   Effect of Headings and Table of Contents.


 


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


 


SECTION
109.   Successors and Assigns.


 


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


 


SECTION
110.   Separability Clause.


 


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


 


SECTION
111.   Benefits of Indenture.


 


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


 






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SECTION
112.   Governing Law.


 


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


 


SECTION
113.   Legal Holidays.


 


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


 


ARTICLE
Two



SECURITY FORMS


 


SECTION
201.   Forms Generally.


 


The Securities
of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by
or pursuant to an Officers’ Certificate, Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such Securities.


 


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


  


SECTION
202.   Form of Face of Security.


 


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


 


Assurant,
Inc.


 


__________________





 





	No. _____
	$______




 





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


 


[If the
Security is not to bear interest prior to Maturity, insert The principal of this Security shall not bear interest except in
the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of % per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest
on any overdue principal or premium shall be payable on demand. [if applicable, insert — Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate of % per annum (to the extent that the payment
of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable on demand.]]


 






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


 


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


 


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


 


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


 


Dated:


 








	 	ASSURANT,
INC.
	 	 
	 	 
	 	By: 	
	 	 	




 














Attest


	 	 
	 	 






 


 


 





 


SECTION
203.   Form of Reverse of Security.


 


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


 






     -13-


     

    

 


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


 


	Year 
	Redemption 

        Price

        


	Redemption
Year 
	Price 

	 	 	 	 
	 	 	 	 
	 	 	 	 


 


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


 


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


 


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

Redemption Otherwise 

Than Through Operation 

of the Sinking Fund 

	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


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


 






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[If applicable,
insert Notwithstanding the foregoing, the Company may not, prior to _________, redeem any Securities of this series as contemplated
by [if applicable, insert Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance
with generally accepted financial practice) of less than __% per annum.]


 


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


 


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


 


The
indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or
appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or
hereafter created, incurred or assumed, and waives reliance by each such Holder upon said provisions.


 


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


 


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


 


[If the
Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for


 






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determining
the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal,
premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall
terminate.]


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


SECTION
204.   Form of Legend for Global Securities.


 


Unless otherwise
specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


SECTION
205.   Form of Trustee’s Certificate of Authentication.


 


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


 






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


 


	 	 	 	U.S. Bank National Association,

    As Trustee 
	 	 	 	 
	 	 	 	 
	Dated:		 	By	 
	 	 	 	 	Authorized Officer
	 	 	 	 


 


ARTICLE
Three



THE SECURITIES


 


SECTION
301.   Amount Unlimited; Issuable in Series.


 


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


 


The Securities
may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


(1)              
the title of the Securities of the series (which shall distinguish the Securities
of the series from Securities of any other series);


 


(2)              
any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);


 


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


 


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


 


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


 






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


 


(7)              
the period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if
other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;


 


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


 


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


 


(10)          
if the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;


 


(11)          
if other than the currency of the United States of America, the currency, currencies
or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the
manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes
of the definition of “Outstanding” in Section 101;


 


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


 


(13)          
if other than the entire principal amount thereof, the portion of the principal amount
of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section
502;


 


(14)          
if the principal amount payable at the Stated Maturity of any Securities of the series
will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount
thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding
as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal
amount shall be determined);


 






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(15)          
if applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the
manner in which any election by the Company to defease such Securities shall be evidenced;


 


(16)          
if applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the
form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in
Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section
305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such
Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global
Security or a nominee thereof;


 


(17)          
any addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 502;


 


(18)          
any addition to or change in the covenants set forth in Article Ten which applies
to Securities of the series;


 


(19)          
any amendments or modifications to the subordination provisions in Article Fourteen;
and


 


(20)          
any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 901(5)).


 


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in
the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental
hereto.


 


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


 


The Securities
shall be subordinated in right of payment to Senior Debt as provided in Article Fourteen.


 






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SECTION
302.   Denominations.


 


The Securities
of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


SECTION
303.   Execution, Authentication, Delivery and Dating.


 


The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents. The signature of any of these officers on the Securities may be manual or facsimile.


 


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


 


At any time
and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the
Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and
301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating,


 


(1)              
if the form of such Securities has been established by or pursuant to Board Resolution
as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;


 


(2)              
if the terms of such Securities have been established by or pursuant to Board Resolution
as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and


 


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


 


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


 






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Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the
Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication
of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.


 


Each Security
shall be dated the date of its authentication.


 


No Security
shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided
in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


 


SECTION
304.   Temporary Securities.


 


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


 


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


 


SECTION
305.   Registration, Registration of Transfer and Exchange.


 


The Company
shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security
Register”)


 






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in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities
and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


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


 


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


 


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


 


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


 


No service
charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.


 


If the Securities
of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be)
during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such
Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) 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.


 






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The provisions
of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:


 


(1)              
Each Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.


 


(2)              
Notwithstanding any other provision in this Indenture, no Global Security may be exchanged
in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i)
has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased
to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default
with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing
as have been specified for this purpose as contemplated by Section 301.


 


(3)              
Subject to Clause (2) above, any exchange of a Global Security for other Securities
may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered
in such names as the Depositary for such Global Security shall direct.


 


(4)              
Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906
or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security
is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.


 


SECTION
306.   Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


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


 






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


 


Upon the issuance
of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.


 


Every new Security
of any series issued pursuant to this Section in 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 shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of that series duly issued hereunder.


 


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


 


SECTION
307.   Payment of Interest; Interest Rights Preserved.


 


Except as otherwise
provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.


 


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


 


(1)               The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at
the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the


 






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proposed
payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given
to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).


 


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


 


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


 


SECTION
308.   Persons Deemed Owners.


 


Prior to due
presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment
of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall
be affected by notice to the contrary.


 


SECTION
309.   Cancellation.


 


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


 






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SECTION
310.   Computation of Interest.


 


Except as otherwise
specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.


 


ARTICLE
Four



SATISFACTION AND DISCHARGE


 


SECTION
401.   Satisfaction and Discharge of Indenture.


 


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


 


(1)              
either


 


(A)            
all Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities
for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation;
or


 


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


 


(i)                
have become due and payable, or


 


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


 


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


 






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


 


(2)              
the Company has paid or caused to be paid all other sums payable hereunder by the
Company (including all sums payable pursuant to Section 607 herein); and


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.


 


SECTION
402.   Application of Trust Money.


 


Subject to
the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.


 


ARTICLE
Five



REMEDIES


 


SECTION
501.   Events of Default.


 


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


 


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


 


(2)              
the commencement by the Company of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other


 






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


 


(3)              
any other Event of Default provided with respect to Securities of that series as provided
in an Officers’ Certificate or supplemental indenture applicable to the Securities of such series.


 


There may be
other “defaults” which shall not constitute an Event of Default hereunder with respect to Securities of such series,
as provided in an Officers’ Certificate or supplemental indenture applicable to the Securities of such series.


 


SECTION
502.   Acceleration of Maturity; Rescission and Annulment.


 


If an Event
of Default (other than an Event of Default specified in Section 501(1) or 501(2)) with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or,
if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable. If an Event of Default specified in Section 501(1) or 501(2) with respect to Securities of any series at the
time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall
automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and
payable.


 


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


 


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


 






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


 


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


 


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


 


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


 


and


 


(2)              
all Events of Default with respect to Securities of that series, other than the non-payment
of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 513.


 


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


 


SECTION
503.   Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company
covenants that if


 


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


 


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


 


(3)              
default in the deposit of any sinking fund payment, when and as due by the terms of
a Security of that series,


 


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


 


If an Event
of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as
the


 






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Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


SECTION
504.   Trustee May File Proofs of Claim.


 


In case of
any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular,
the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 607.


 


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


 


SECTION
505.   Trustee May Enforce Claims Without Possession of Securities.


 


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


 


SECTION
506.   Application of Money Collected.


 


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


 


FIRST:
To the payment of all amounts due the Trustee under Section 607; and


 






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


 


SECTION
507.   Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
508.   Unconditional Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional,
to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such
Holder.


 


SECTION
509.   Restoration of Rights and Remedies.


 






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


 


SECTION
510.   Rights and Remedies Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


 


SECTION
511.   Delay or Omission Not Waiver.


 


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


 


SECTION
512.   Control by Holders.


 


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


 


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


 


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


 


SECTION
513.   Waiver of Past Defaults.


 


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


 






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


 


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


 


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


 


SECTION
514.   Undertaking for Costs.


 


In any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.


 


SECTION
515.   Waiver of Usury, Stay or Extension Laws.


 


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


 


ARTICLE
Six



THE TRUSTEE


 


SECTION
601.   Certain Duties and Responsibilities.


 


The
duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. In case an Event of Default has
occurred and is continuing (and has not been cured or waived in accordance with the terms of this Indenture), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use in that situation in conducting such person's own affairs.
Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity


 






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against
such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


 


SECTION
602.   Notice of Defaults.


 


Within 90 days
after the Trustee has gained actual knowledge of an occurrence of any default hereunder with respect to the Securities of any
series (without regard to any grace period or notice requirements), the Trustee shall transmit by mail to all Holders of Securities
of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to 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 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 board
of directors, the executive committee or a trust committee of directors or Responsible Officer of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of Securities of such series. 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 or any “default” as defined in an Officers’ Certificate or supplemental
indenture applicable to the Securities of such series.


 


SECTION
603.   Certain Rights of Trustee.


 


Subject to
the provisions of Section 601:


 


(1)              
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;


 


(2)              
any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board
Resolution;


 


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


 


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


 


(5)              
the Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;


 






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(6)              
the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may 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; and


 


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


 


SECTION
604.   Not Responsible for Recitals or Issuance of Securities.


 


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


 


SECTION
605.   May Hold Securities.


 


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


 


SECTION
606.   Money Held in Trust.


 


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


 


SECTION
607.   Compensation and Reimbursement.


 


The Company
agrees


 


(1)              
to pay to the Trustee from time to time 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);


 






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


 


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


 


SECTION
608.   Conflicting Interests.


 


If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue
of being a trustee under this Indenture with respect to Securities of more than one series or a successor trustee under the Senior
Debt Indenture dated as of February 18, 2004 between the Company and SunTrust Bank, as trustee, wherein the Trustee acts as successor
trustee under this referenced indenture.


 


SECTION
609.   Corporate Trustee Required; Eligibility.


 


There shall
at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act
to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the Borough of
Manhattan, the City of New York. If any such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the
Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 


SECTION
610.   Resignation and Removal; Appointment of Successor.


 


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


 


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


 






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The Trustee
may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to the Company.


 


If at any time:


 


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


 


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


 


(3)              
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (A) the
Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


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


 






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


 


SECTION
611.   Acceptance of Appointment by Successor.


 


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


 


In case
of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) 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, (2) 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 (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by
more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee
shall 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.


 


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 the first or second preceding paragraph, as the case
may be.


 






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


 


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


 


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


 


SECTION
613.   Preferential Collection of Claims Against Company.


 


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


 


SECTION
614.   Appointment of Authenticating Agent.


 


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


 






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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 an Authenticating Agent, shall continue to be an Authenticating Agent,
provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve. 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 Trustee
agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.


 


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


 


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


 








	 	 	 	U.S. Bank National Association,

    As Trustee 
	 	 	 	 
	 	 	 	 
			 	By	 
	 	 	 	 	As Authenticating Agent
	 	 	 	 


	 	 	 	 
			 	By	 
	 	 	 	 	Authorized Officer
	 	 	 	 




  




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ARTICLE
Seven



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION
701.   Company to Furnish Trustee Names and Addresses of Holders.


 


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


 


(1)              
semi-annually, not later than December 31 and June 30 in each year, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the preceding
June 15 or December 16 as the case may be, and


 


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


 


excluding from any such
list names and addresses received by the Trustee in its capacity as Security Registrar.


 


SECTION
702.   Preservation of Information; Communications to Holders.


 


The Trustee
shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.


 


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


 


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


 


SECTION
703.   Reports by Trustee.


 


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


 


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


 






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SECTION
704.   Reports by Company.


 


The Company
shall:


 


(1)              
file with the Trustee, within 15 days after the Company has filed 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 shall file with the Trustee 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;


 


(2)              
file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance
by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations;
and


 


(3)              
transmit by mail to all Holders, as their names and addresses appear in the Security
Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed
from time to time by the Commission.


 


ARTICLE
Eight



cONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


SECTION
801.   Company May Consolidate, Etc., Only on Certain Terms.


 


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


 


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


 






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


 


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


 


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


 


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


 


SECTION
802.   Successor Substituted.


 


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


 


ARTICLE
Nine



sUPPLEMENTAL INDENTURES


 


SECTION
901.   Supplemental Indentures Without Consent of Holders.


 


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


 






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


 


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


 


(3)              
to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities,
stating that such additional Events of Default are expressly being included solely for the benefit of such series); or


 


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


 


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


 


(6)              
to establish the form or terms of Securities of any series as permitted by Sections
201 and 301; or


 


(7)              
to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 611; or


 


(8)              
to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions
arising under this Indenture, provided that such action pursuant to this Clause (8) shall not adversely affect the interests
of the Holders of Securities of any series in any material respect.


 


SECTION
902.   Supplemental 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
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto for the


 






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purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in
any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,


 


(1)              
change the Stated Maturity of the principal of, or any instalment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which
would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place
of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date) or modify the provisions of this Indenture with respect to the subordination of the Securities
in a manner adverse to the Holders, or


 


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


 


(3)              
modify any of the provisions of this Section, Section 513 or Section 1006, except
to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not
be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant
changes in this Section and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 611
and 901(7).


 


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


 


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


 


SECTION
903.   Execution of Supplemental Indentures.


 


In executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental


 






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indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


SECTION
904.   Effect of Supplemental Indentures.


 


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


 


SECTION
905.   Conformity with Trust Indenture Act.


 


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


 


SECTION
906.   Reference in Securities to Supplemental Indentures.


 


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


 


ARTICLE
Ten



COVENANTS


 


SECTION
1001.   Payment of Principal, Premium and Interest.


 


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


 


SECTION
1002.   Maintenance of Office or Agency.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or
any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or
interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability


 






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of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


SECTION
1004.   Statement by Officers as to Default.


 


The Company
will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an
Officers’ Certificate, stating whether or not to the knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.


 


SECTION
1005.   Existence.


 


Subject to
Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
existence.


 


SECTION
1006.   Waiver of Certain Covenants.


 


Except as otherwise
specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities of any
series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant
to Section 301(18), 901(2) or 901(6) for the benefit of the Holders of such series or in Section 1005 if before the time for such
compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 


ARTICLE
Eleven



REDEMPTION OF SECURITIES


 


SECTION
1101.   Applicability of Article.


 


Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.


 


SECTION
1102.   Election to Redeem; Notice to Trustee.


 






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The election
of the Company to redeem any Securities shall be evidenced in a manner specified as contemplated by Section 301 for such Securities.
In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance
with such restriction.


 


SECTION
1103.   Selection by Trustee of Securities to Be Redeemed.


 


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


 


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


 


The provisions
of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal
amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security.


 


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


 


SECTION
1104.   Notice of Redemption.


 


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


 






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All notices
of redemption shall state:


 


(1)              
the Redemption Date,


 


(2)              
the Redemption Price,


 


(3)              
if less than all the Outstanding Securities of any series consisting of more than
a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal
amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting
of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,


 


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


 


(5)              
the place or places where each such Security is to be surrendered for payment of the
Redemption Price,


 


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


 


(7)              
if applicable, the CUSIP numbers of the Securities of that series.


 


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


 


SECTION
1105.   Deposit of Redemption Price.


 


Prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.


 


SECTION
1106.   Securities Payable on Redemption Date.


 


Notice of
redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, instalments of interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of Section 307.


 






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


 


SECTION
1107.   Securities Redeemed in Part.


 


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


 


ARTICLE
Twelve



SINKING FUNDS


 


SECTION
1201.   Applicability of Article.


 


The provisions
of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified
as contemplated by Section 301 for such Securities.


 


The minimum
amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking
fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred
to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption
of Securities as provided for by the terms of such Securities.


 


SECTION
1202.   Satisfaction of Sinking Fund Payments with Securities.


 


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


 






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SECTION
1203.   Redemption of Securities for Sinking Fund.


 


Not less than
60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities,
the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied
by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 


ARTICLE
Thirteen



DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION
1301.   Company’s Option to Effect Defeasance or Covenant Defeasance.


 


The Company
may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities,
as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance
with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this
Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities.


 


SECTION
1302.   Defeasance and Discharge.


 


Upon the
Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities,
as the case may be, the Company shall be deemed to have been discharged from its obligations, and the provisions of Article
Fourteen shall cease to be effective, with respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of
beneficial owners of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set
forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments
are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002


 






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and
1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance
with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 1303 applied to such Securities.


 


SECTION
1303.   Covenant Defeasance.


 


Upon the Company’s
exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be,
(1) the Company shall be released from its obligations under Section 801(3) and Section 1005, and any covenants provided pursuant
to Section 301(18), 901(2) or 901(6) for the benefit of the beneficial owners of such Securities, (2) the occurrence of any event
specified in Sections 501(4) (with respect to Section 801(3) and Section 1005, and any such covenants provided pursuant to Section
301(18), 901(2) or 901(6)) and 501 (7) shall be deemed not to be or result in an Event of Default and (3) the provisions of Article
Fourteen shall cease to be effective, in each case with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose,
such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case
of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section by reason of
any reference in any such Section or to any other provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.


 


SECTION
1304.   Conditions to Defeasance or Covenant Defeasance.


 


The following
shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the
case may be:


 


(1)               The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust
funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the beneficial owners of such Securities, (A) money in an amount, or (B) U.S. Government Obligations
which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case
sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such
other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the
respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S.
Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the
payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the United


 






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States
of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation
or the specific payment of principal or interest evidenced by such depositary receipt.


 


(2)              
In the event of an election to have Section 1302 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and
based thereon such opinion shall confirm that, the beneficial owners of such Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will
be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


 


(3)              
In the event of an election to have Section 1303 apply to any Securities or any series
of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the
beneficial owners of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit
and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.


 


(4)              
The Company shall have delivered to the Trustee an Officers’ Certificate to
the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange,
will be delisted as a result of such deposit.


 


(5)              
No event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit
or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 90th day after the date
of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).


 


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


 






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


 


(8)              
Such Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered
under such Act or exempt from registration thereunder.


 


(9)              
No event or condition shall exist that, pursuant to the provisions of Article Fourteen,
would prevent the Company from making payments of the principal of (and any premium) or interest on the Securities of such series
on the date of such deposit or at any time on or prior to the 90th day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until such 90th day shall have ended).


 


(10)          
The Company shall have delivered to the Trustee an Opinion of Counsel substantially
to the effect that (i) the trust funds deposited pursuant to this Section will not be subject to any rights of beneficial owners
of Senior Indebtedness, including those arising under Article Fourteen, and (ii) after the 90th day following the deposit, the
trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally, except that if a court were to rule under any such law in any case or proceeding that the trust
funds remained property of the Company, no opinion is given as to the effect of such laws on the trust funds except the following:
(A) assuming such trust funds remained in the possession of the trustee with whom such funds were deposited prior to such court
ruling to the extent not paid to beneficial owners of such Securities, such trustee would hold, for the benefit of such beneficial
owners, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise, (B) such
beneficial owners would be entitled to receive adequate protection of their interests in such trust funds if such trust funds
were used and (C) no property, rights in property or other interests granted to such trustee for the Trustee or such beneficial
owners in exchange for or with respect to any such funds would be subject to any prior rights of beneficial owners of Senior Indebtedness,
including those arising under Article Fourteen.


 


(11)          
The Company shall have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have
been complied with (in each case, subject to the satisfaction of the condition in clause (5)).


 


SECTION
1305.   Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.


 


Subject to
the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and
any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance with the


 






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provisions
of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become
due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other
funds except to the extent required by law. Money and U.S. Government Obligations (including the proceeds thereof) so held in
trust shall not be subject to the provisions of Article Fourteen, provided that the applicable conditions of Section 1304 have
been satisfied.


 


The Company
shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities.


 


Anything in
this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities.


 


SECTION
1306.   Reinstatement.


 


If the Trustee
or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section
1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities,
until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect
to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 


ARTICLE
Fourteen 


 


SECTION
1401.   Securities Subordinate to Senior Debt.


 


The
Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that,
to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Securities and the
payment of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all Senior Debt.


 






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Notwithstanding
the foregoing, if a deposit referred to in Section 1304(1) is made pursuant to Section 1302 or Section 1303 with respect to any
Securities (and provided all other conditions set out in Section 1302 or 1303, as applicable, shall have been satisfied with respect
to such Securities), then, when the 90th day after such deposit has ended, no money or U.S. Government Obligations so deposited,
and no proceeds thereon, will be subject to any rights of holders of Senior Debt, including any such rights arising under this
Article Fourteen.


 


The provisions
of this Article 14 are made for the benefit of the holders of Senior Debt, whether now outstanding or hereafter incurred, and
such holders may enforce such provisions. Holders of Senior Debt need not prove reliance on the subordination provisions hereof.


 


SECTION
1402.   Payment Over of Proceeds Upon Dissolution, Etc.


 


In the event
of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case
or proceeding in connection therewith, relative to the Company or to its assets, or (b) any liquidation, dissolution or other
winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any
assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such
event the holders of Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect
of all Senior Debt (including any interest accruing thereon after the commencement of any such case or proceeding), or provision
shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest
on the Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof,
any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the
payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, liquidation,
dissolution or other winding up event.


 


In the
event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have
received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or
securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Debt is paid in full
or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been
made known to the Trustee or, as the case may be, such Holder, then such payment or distribution shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person
making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid,
to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or
for the holders of Senior Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of
the Securities, or any taxes that ought to have been withheld or deducted from any such payment or distribution that have
been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any
Security receives for purposes of this Section.


 






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For purposes
of this Article only, the words “cash, property or securities” shall not be deemed to include shares of stock of the
Company as reorganized or readjusted, or securities of the Company or any other corporation or other entity provided for by a
plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be
outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in
this Article. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by
the Company of its properties and assets substantially as an entirety to, another Person upon the terms and conditions set forth
in Article Eight, or the liquidation or dissolution of the Company following any such conveyance or transfer, shall not be deemed
a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities
of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged
or the Person which acquires by conveyance, transfer or lease of such properties and assets substantially as an entirety, as the
case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article
Eight.


 


SECTION
1403.   Prior Payment to Senior Debt Upon Acceleration of Securities.


 


In the event
that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Debt
shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt or provision
shall be made for such payment in cash or cash equivalents, before the Holders of the Securities are entitled to receive any payment
(including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated
to the payment of the Securities) by the Company on account of the principal of (or premium, if any) or interest on the Securities
or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent
the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section
1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration.


 


In the event
that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known
to the Trustee or, as the case may be, such Holder, then such payment shall be paid over and delivered forthwith to the Company.


 


This Section
shall not apply to any payment with respect to which Section 1402 would be applicable.


 


SECTION
1404.   No Payment When Senior Debt in Default.


 






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Subject to
the last paragraph of this Section, (a) (i) in the event and during the continuation of any default in the payment of principal
of (or premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect thereto, or (ii) in the
event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting the direct holders
of such Senior Debt (or a trustee on behalf of the holders thereof) to accelerate the maturity of such Senior Debt, whether or
not the maturity is in fact accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or
event of default shall have been cured or waived or shall have ceased to exist and any such declaration of acceleration shall
have been rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to
have occurred for the purpose of this Section) or (b) in the event any judicial proceeding shall be pending with respect to any
such default in payment or event of default that shall be deemed to have occurred for the purpose of this Section, then no payment
(including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated
to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on
the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section
shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant
to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of
default.


 


In the event
that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited
by the provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to
the Company.


 


No default
in payment or event of default with respect to any Senior Debt shall be deemed to be a default in payment or event of default
of the kind specified in Clause (a)(i) or (a)(ii) of this Section, and no judicial proceeding with respect to any such default
in payment or event of default shall be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section,
if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation
purportedly giving rise to such default in payment or event of default, and (y) no final judgment holding that such default in
payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment”
means a judgment that is issued by a court having jurisdiction over the Company, is binding on the Company, is in full force and
effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review
has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless
be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review.


 


SECTION
1405.   Payment Permitted in Certain Situations.


 


Nothing contained
in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors


 






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or
other marshalling of assets and liabilities of the Company referred to in Section 1402 or under the conditions described in Section
1403 or 1404, from making payments at any time of or on account of the principal of (and premium, if any) or interest on the Securities
or on account of the purchase or other acquisition of the Securities, or (b) the application by the Trustee of any money deposited
with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the Securities or the
retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such
payment would have been prohibited by the provisions of this Article.


 


SECTION
1406.   Subrogation to Rights of Holders of Senior Debt.


 


Subject to
the payment in full of all Senior Debt or the provision for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, the Holders of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the provisions of this Article (equally and ratably with the
holders of indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially
the same extent as the Securities are subordinated to the Senior Debt and is entitled to like rights of subrogation) to the rights
of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior
Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation,
no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions
of this Article to the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as among the Company, its creditors
other than holders of Senior Debt and the Holders of the Securities, be deemed to be a payment or distribution by the Company
to or on account of the Senior Debt.


 


SECTION
1407.   Provisions Solely to Define Relative Rights.


 


The
provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the
Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article or elsewhere
in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Debt and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of Senior Debt, is intended to rank equally with all
other general obligations of the Company), to pay to the Holders of the Securities the principal of (and premium, if any) and
interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders
of Senior Debt; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior
Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


SECTION
1408.   Trustee to Effectuate Subordination.


 






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Each Holder
of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any
and all such purposes. For the avoidance of doubt, the Trustee in effectuating and carrying out the subordination provisions hereof
shall be entitled to all of the rights and interests provided for in Article SIX of this Indenture, except as otherwise specifically
provided in this Article FOURTEEN.


 


SECTION
1409.   No Waiver of Subordination Provisions.


 


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


 


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


 


SECTION
1410.   Notice to Trustee.


 


The Company
shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment
to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof
from the Company or a holder of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist.


 


Subject to
the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior
Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt to


 






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participate
in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and
if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment.


 


SECTION
1411.   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, subject to the provisions of Section 601, and
the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction
in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding
is pending, or 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 or to the Holders of Securities,
for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article.


 


SECTION
1412.   Trustee Not Fiduciary for Holders of Senior Debt.


 


The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders or creditors
if it shall in good faith pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property
or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise.


 


SECTION
1413.   Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s
Rights.


 


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


 


Nothing in
this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.


 


SECTION
1414.   Article Applicable to Paying Agents.


 


In case at
any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
“Trustee” 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 Trustee; provided, 


 






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however,
that Section 1412 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


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.


 


 




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IN WITNESS
WHEREOF, the parties hereto have caused this 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.


 


 












	 	ASSURANT,
INC.
	 	 
	 	 
	 	By: 	/s/ Richard Dziadzio
	 	 	Name: Richard
Dziadzio


	 	 	Title: Executive Vice President, Chief Financial Officer and Treasurer
	 	 	 



 














Attest


	 	 
	/s/ Jessica M. Olich	 
	Name: Jessica M. Olich	 
	Title: Assistant Secretary	 






 


 



 












	 	U.S.
BANK NATIONAL ASSOCIATION, as Trustee

	 	 
	 	 
	 	By: 	/s/ Jack Ellerin
	 	 	




 














Attest


	 	 
	/s/ Felicia Powell