Exhibit 4.1


 


Execution Version


 


COREBRIDGE FINANCIAL, INC.


 


AND


 


THE BANK OF NEW YORK MELLON

TRUSTEE


 





 



 


INDENTURE

DATED AS OF April 5, 2022


 





 



 


PROVIDING FOR THE ISSUANCE OF DEBT SECURITIES IN
SERIES


 






    


     


    

 


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)	 	6.09 
	(a)(2)	 	6.09
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	6.08
	 	 	6.10
	§311(a)	 	6.13
	(b)	 	6.13
	§ 312(a)	 	7.01
	 	 	7.02
	(b)	 	7.02
	(c)	 	7.02
	§ 313(a)	 	7.03
	(b)	 	7.03
	(c)	 	7.03
	(d)	 	7.03
	§ 314(a)	 	7.04
	(a)(4)	 	1.01
	 	 	10.04
	(b)	 	Not Applicable
	(c)(1)	 	1.02
	(c)(2)	 	1.02
	(c)(3)	 	Not Applicable
	(d) 	 	Not Applicable
	(e) 	 	1.02
	§ 315(a) 	 	6.01
	(b)	 	6.02
	(c)	 	6.01
	(d)	 	6.01
	(e)	 	5.14
	§ 316(a)	 	1.01
	(a)(1)(A)	 	5.02
	 	 	5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	Not Applicable
	(b)	 	5.08
	(c)	 	1.04
	§ 317(a)(1)	 	5.03
	(a)(2)	 	5.04
	(b)	 	10.03
	§ 318(a)	 	1.07




 





 






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


 






    


     


    

 


TABLE OF CONTENTS


 


	 	 	PAGE
	Article I
	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 
	Section 1.01	Definitions	1
	Section 1.02	Compliance Certificates and Opinions	9
	Section 1.03	Form of Documents Delivered to Trustee	10
	Section 1.04	Acts of Holders; Record Dates	10
	Section 1.05	Notices, Etc., to Trustee and Company	12
	Section 1.06	Notice to Holders; Waiver	13
	Section 1.07	Conflict with Trust Indenture Act	14
	Section 1.08	Effect of Headings and Table of Contents	14
	Section 1.09	Successors and Assigns	14
	Section 1.10	Separability Clause	14
	Section 1.11	Benefits of Indenture	15
	Section 1.12	Governing Law	15
	Section 1.13	Legal Holidays	15
	Section 1.14	Submission to Jurisdiction	15
	Section 1.15	Waiver of Jury Trial	15
	Section 1.16	Force Majeure	15
	Section 1.17	Foreign Account Tax Compliance Act	16
	 	 	 
	Article II
	 
	SECURITY FORMS
	 
	Section 2.01	Forms Generally	16
	Section 2.02	Form of Face of Security	17
	Section 2.03	Form of Reverse of Security	19
	Section 2.04	Form of Legend for Global Securities	22
	Section 2.05	Form of Trustee’s Certificate of Authentication	23
	 	 	 
	Article III
	 
	THE SECURITIES
	 
	Section 3.01	Amount Unlimited; Issuable in Series	23
	Section 3.02	Denominations	27
	Section 3.03	Execution, Authentication, Delivery and Dating	27
	Section 3.04	Temporary Securities	29



 






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	Section 3.05	Registration, Registration of Transfer and Exchange	29
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	32
	Section 3.07	Payment of Interest; Interest Rights Preserved	32
	Section 3.08	Persons Deemed Owners	34
	Section 3.09	Cancellation	34
	Section 3.10	Computation of Interest	34
	Section 3.11	CUSIP Numbers	34
	Section 3.12	Original Issue Discount	35
	 	 	 
	Article IV
	 
	SATISFACTION AND DISCHARGE
	 
	Section 4.01	Satisfaction and Discharge of Indenture	35
	Section 4.02	Application of Trust Money	36
	 	 	 
	Article V
	 
	REMEDIES
	 
	Section 5.01	Events of Default	36
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	38
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	39
	Section 5.04	Trustee May File Proofs of Claim	40
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	40
	Section 5.06	Application of Money Collected	40
	Section 5.07	Limitation on Suits	41
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest	42
	Section 5.09	Restoration of Rights and Remedies	42
	Section 5.10	Rights and Remedies Cumulative	42
	Section 5.11	Delay or Omission Not Waiver	42
	Section 5.12	Control by Holders	42
	Section 5.13	Waiver of Past Defaults	43
	Section 5.14	Undertaking for Costs	43
	Section 5.15	Waiver of Usury, Stay or Extension Laws	43
	 	 	 
	Article VI
	 
	THE TRUSTEE
	 
	Section 6.01	Certain Duties and Responsibilities	44
	Section 6.02	Notice of Defaults	45
	Section 6.03	Certain Rights of Trustee	45



 






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	Section 6.04	Not Responsible for Recitals or Issuance of Securities	46
	Section 6.05	May Hold Securities	46
	Section 6.06	Money Held in Trust	46
	Section 6.07	Compensation and Reimbursement	47
	Section 6.08	Conflicting Interests	47
	Section 6.09	Corporate Trustee Required; Eligibility	47
	Section 6.10	Resignation and Removal; Appointment of Successor	48
	Section 6.11	Acceptance of Appointment by Successor	49
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	49
	Section 6.13	Preferential Collection of Claims Against Company	50
	 	 	 
	Article VII
	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	50
	Section 7.02	Preservation of Information; Communications to Holders	50
	Section 7.03	Reports by Trustee	50
	Section 7.04	Reports by Company	51
	 	 	 
	Article VIII
	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 
	Section 8.01	Company May Consolidate, Etc., Only on Certain Terms	51
	Section 8.02	Successor Substituted	51
	 	 	 
	Article IX
	 
	SUPPLEMENTAL INDENTURES
	 
	Section 9.01	Supplemental Indentures Without Consent of Holders	52
	Section 9.02	Supplemental Indentures With Consent of Holders	53
	Section 9.03	Execution of Supplemental Indentures	54
	Section 9.04	Effect of Supplemental Indentures	54
	Section 9.05	Conformity with Trust Indenture Act	54
	Section 9.06	Reference in Securities to Supplemental Indentures	54
	 	 	 
	Article X
	 
	COVENANTS
	 
	Section 10.01	Payment of Principal, Premium and Interest	54
	Section 10.02	Maintenance of Office or Agency	54



 






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	Section 10.03	Money for Securities Payments to Be Held in Trust	55
	Section 10.04	Statement by Officers as to Default	56
	Section 10.05	Existence	56
	Section 10.06	Limitation on Liens on Voting Stock of Designated
    Subsidiaries	56
	Section 10.07	Limitations on Disposition of Stock of Certain Subsidiaries	56
	Section 10.08	Waiver of Certain Covenants	56
	 	 	 
	Article XI
	 
	REDEMPTION OF SECURITIES
	 
	Section 11.01	Applicability of Article	57
	Section 11.02	Election to Redeem; Notice to Trustee	57
	Section 11.03	Selection of Securities to Be Redeemed	57
	Section 11.04	Notice of Redemption	58
	Section 11.05	Deposit of Redemption Price	58
	Section 11.06	Securities Payable on Redemption Date	59
	Section 11.07	Securities Redeemed in Part	59
	 	 	 
	Article XII
	 
	SINKING FUNDS
	 
	Section 12.01	Applicability of Article	60
	Section 12.02	Satisfaction of Sinking Fund Payments with Securities	60
	Section 12.03	Redemption of Securities for Sinking Fund	60
	 	 	 
	Article XIII
	 
	DEFEASANCE AND COVENANT DEFEASANCE
	 
	Section 13.01	Company’s Option to Effect Defeasance or Covenant Defeasance	61
	Section 13.02	Defeasance and Discharge	61
	Section 13.03	Covenant Defeasance	62
	Section 13.04	Conditions to Defeasance or Covenant Defeasance	62
	Section 13.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	64
	Section 13.06	Reinstatement	65



 






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INDENTURE, dated as of April 5,
2022, between Corebridge Financial, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 2919 Allen Parkway, Woodson Tower, Houston, Texas 77019, and
The Bank of New York Mellon, a New York banking corporation, as Trustee (together with its successors and assigns in such capacity, 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 debt securities, debentures,
notes, bonds or other evidences of indebtedness (herein called the “Securities”), in an unlimited aggregate principal
amount 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 I


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 1.01Definitions.


 


For all purposes of this Indenture
or any indenture supplemental hereto, except as otherwise expressly provided in this Indenture or in any indenture supplemental hereto,
or unless the context otherwise requires:


 


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


 


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


 


(3)            all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles
in the United States of America, 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


 


(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 1.04.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct or cause the direction of 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,” “controlled”
and “under common control with” have meanings correlative to the foregoing.


 


“AGL” means
American General Life Insurance Company, a Texas Life Insurance Company.


 


“Applicable Law”
has the meaning specified in Section 1.17.


 


“Authorized Officers”
has the meaning specified in Section 1.05.


 


“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.


 






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“Capital Stock”
of any Person means any and all shares or units of, rights to purchase, warrants or options for, or other equivalent interests in equity
of such Person, including Preferred Stock.


 


“Code”
has the meaning specified in Section 1.17.


 


“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 Chief Executive Officer,
the President, any Executive Vice President or Senior Vice President or any Vice President (or any Person designated by one of them in
writing as authorized to execute and deliver Company Requests and Company Orders), and by its Treasurer, one of its Assistant Treasurers,
its Secretary or one of its Assistant Secretaries (or any Person designated by one of them in writing as authorized to execute and deliver
Company Requests and Company Orders), and delivered to the Trustee.


 


“Corporate Trust
Office” means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust
business shall be administered, which office at the date hereof is located at 240 Greenwich Street, Floor 7 East, New York, New York 10286,
Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company).


 


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


 


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


 


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


 


“Defeasance”
has the meaning specified in Section 13.02.


 






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


 


“Designated Subsidiary”
means (i) each of AGL and VALIC, (ii) any successor to all or substantially all of the business of AGL or VALIC that is also
a direct or indirect Subsidiary of the Company, or (iii) any Person (other than the Company) having direct or indirect control of
AGL and VALIC (or any successor to all or substantially all of the business of AGL and VALIC, that is also a direct or indirect Subsidiary
of the Company).


 


“Electronic Means”
means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for
use in connection with its services hereunder.


 


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


 


“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 1.04.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.04 (or such
legend as may be specified as contemplated by Section 3.01 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 3.01.


 


“Instructions”
has the meaning specified in Section 1.05.


 


“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.


 






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


 


“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 installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.


 


“Non-Recourse Indebtedness”
means indebtedness (a) as to which neither the Company nor any of its Subsidiaries (i) provides credit support of any kind (including
any undertaking, agreement or instrument that would constitute indebtedness) or (ii) is directly or indirectly liable as a primary
obligor, secondary obligor, guarantor or otherwise and (b) the incurrence of which will not result in any recourse against any of
the assets of the Company or its Subsidiaries.


 


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


 


“Officers’
Certificate” means a certificate signed by the Chief Executive Officer, the President, any Executive Vice President or Senior
Vice President or any Vice President, and by the Treasurer, an Assistant Treasurer, the Controller or Assistant Controller, the Secretary
or an Assistant Secretary, of the Company, and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company, 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 5.02.


 


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


 


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


 


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


 






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


 


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


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, 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 5.02, (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 3.01, (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 3.01, 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 a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.


 


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


 






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“Person”
means any individual, corporation, partnership, limited liability company, association, joint-stock company, 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 3.01 or, if not so specified, New York, New
York.


 


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


 


“Preferred
Stock”, as applied to the Capital Stock of any corporation or company, means Capital Stock of any class or classes (however
designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such corporation or company, over Capital Stock of any other class of such corporation or company.


 


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


 


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


 


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


 


“Responsible Officer”
when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee, including any vice president,
any assistant vice president, any assistant secretary, any senior associate, any associate, any trust officer or any other officer of
the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of
and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.


 


“Restricted Indebtedness”
means indebtedness for borrowed money (other than Non-Recourse Indebtedness) which is secured by a mortgage, pledge, lien, security interest
or other encumbrance of any nature on any of the present or future Voting Stock of a Designated Subsidiary.


 






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“Restricted Stock”
means shares of Capital Stock of a Designated Subsidiary (other than Preferred Stock of a Designated Subsidiary having no voting rights
of any kind).


 


“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 3.05.


 


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


 


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


 


“Subsidiary”
means a corporation, partnership, limited liability company or trust 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.


 


“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 13.04.


 






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“VALIC”
means The Variable Annuity Life Insurance Company, a Texas insurance company.


 


“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”.


 


“Voting Stock”
means stock or other interests evidencing ownership in a corporation, limited liability company, partnership or trust which ordinarily
has voting power for the election of directors, or persons performing equivalent functions, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.


 


Section 1.02Compliance
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 10.04)
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, such individual has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


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


 






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Section 1.03Form 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 1.04Acts
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 an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided
in this Section.


 


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


 






    10


     


    

 


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 1.06.


 


The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any
request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.12,
in each case with respect to Securities of such series. 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 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 1.06.


 






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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 1.06, 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 1.05Notices,
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; 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, Attention Secretary, or at any other address previously furnished in writing to the Trustee by
the Company.


 






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The Trustee shall have
the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to
this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency
certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing
specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is
to be added or deleted from the listing. The Company understands and agrees that the Trustee cannot determine the identity of the
actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by
an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The
Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the
Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and
authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any
losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such
Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees:
(i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without
limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties;
(ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to
the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company;
(iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a
commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee
immediately upon learning of any compromise or unauthorized use of the security procedures.


 


Section 1.06Notice
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 or her address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall
not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 






    13


     


    

 


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.


 


Notwithstanding any other
provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event or any other communication
(including any notice of redemption or repurchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently
given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including
by electronic mail in accordance with accepted practices at the Depositary.


 


Section 1.07Conflict
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 1.08Effect
of Headings and Table of Contents.


 


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


 


Section 1.09Successors
and Assigns.


 


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


 


Section 1.10Separability
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.


 






    14


     


    

 


Section 1.11Benefits
of Indenture.


 


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


 


Section 1.12Governing
Law.


 


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


 


Section 1.13Legal
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
for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to the date of such
payment.


 


Section 1.14Submission
to Jurisdiction .


 


The Company hereby irrevocably
submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court
sitting in the Southern District in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising
out of or relating to this Indenture and the Notes, and irrevocably accepts for itself and in respect of its property, generally and unconditionally,
jurisdiction of the aforesaid courts.


 


Section 1.15Waiver
of Jury Trial .


 


Each of the Company, the Holders
and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Indenture, the Notes or the transaction contemplated hereby.


 


Section 1.16Force
Majeure .


 


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


 






    15


     


    




 


Section 1.17Foreign
Account Tax Compliance Act .


 


The Company agrees (i) to
provide the Trustee with such reasonable information as it has in its possession to enable the Trustee to determine whether any payments
pursuant to this Indenture are subject to the withholding requirements described in Section 1471(b) of the US Internal Revenue
Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or
agreements thereunder or official interpretations thereof (“Applicable Law”), and (ii) that the Trustee shall be entitled
to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable Law, for which
the Trustee shall not have any liability.


 


Article II


 


SECURITY FORMS


 


Section 2.01Forms
Generally.


 


The Securities of each
series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more 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 3.03 for the
authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a
Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of
issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of
issuance of the first Security of such series.


 






    16


     


    

 


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


 


Section 2.02Form of
Face of Security.


 


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


 


Corebridge Financial, Inc.


 





 



 


	No.           	 	     $          




 


Corebridge Financial, 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 installment 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].


 






    17


     


    

 


[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.]


 


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 the Borough of Manhattan, The City of New York], 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 or electronic signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed.


 


Dated:


 


	 	Corebridge
    Financial, Inc.
	 	 
	 	By	                  




 


Attest:


 


	 	 



 






    18


     


    

 


Section 2.03Form 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 The Bank of New York Mellon, 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 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 — ,[initially] limited in aggregate principal amount to $_____][, provided that the Company
may, without the consent of any Holder, at any time and from time to time, increase the initial principal amount.]


 


[If applicable, insert
 — The Securities of this series are subject to redemption upon not less than 10 days’ notice, [if applicable, insert
 — (1) on _____ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert —
on or after _____, ____], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages
of the principal amount): If redeemed [if applicable, insert — on or before _____, ____%, and if redeemed] during the 12-month
period beginning _____ of the years indicated,


 


	 	Redemption	 	Redemption
	Year	Price	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 installments whose Stated Maturity is on
or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert
 — The Securities of this series are subject to redemption upon not less than 10 days’ notice, (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,


 






    19


     


    

 


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


 


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


 


[If applicable,
insert — 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.]


 


[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.]


 






    20


     


    

 


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


 


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


 






    21


     


    

 


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.


 


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 2.04Form of
Legend for Global Securities.


 


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


 






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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 2.05 Form of
Trustee’s Certificate of Authentication.


 


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


 


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


 


	Dated:	 	The Bank of New York Mellon

As Trustee
	 	 	 
	 	By	 
	 	 	Authorized Signatory




 


Article III


 


THE SECURITIES


 


Section 3.01 Amount
Unlimited; Issuable in Series.


 


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


 


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


 


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


 


(2)            any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07 or 12.03 and except for any Securities
which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);


 






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(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 manner of calculation, 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;


 


(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 (including the notice period, if
different from the notice period set forth in Section 11.04) 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
(including payments made in cash in participation of future sinking fund obligations) 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 $2,000 and any integral multiple of $1,000 in excess 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, a
financial or economic measure or pursuant to a formula, the manner in which such amounts shall be determined;


 






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(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 1.01;


 


(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 5.02;


 


(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);


 


(15)            if
other than by a Board Resolution, the manner in which any election by the Company to defease any Securities of the series pursuant
to Section 13.02 or Section 13.03 shall be evidenced; whether any Securities of the series other than Securities
denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to Section 13.02 or Section 13.03; or,
in the case of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities of
the series, in whole or any specified part, shall not be defeasible pursuant to Section 13.02 or Section 13.03 or both
such Sections;


 






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(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 2.04 and any circumstances in addition to or in lieu of those
set forth in Clause (2) of Section 3.05 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, 5.02;


 


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


 


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


 


(20)            provisions
granting special rights to Holders of the series upon the occurrence of specific events;


 


(21)            whether
the Securities of the series will be convertible or exchangeable into shares of common stock or other securities or property of the Company
and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including the conversion or exchange
price or method of determining the conversion or exchange price and the conversion or exchange period;


 


(22)            any
special tax implications of the Securities of the series, including any provisions for Original Issue Discount Securities, if offered;


 


(23)            any
change in the right of the Trustee or the requisite Holders to declare the principal amount thereof due and payable pursuant to Section 5.01;


 


(24)            any
trustees, authenticating or Paying Agents, transfer agents or registrars, calculation agents or other agents with respect to the Securities
of the series; and


 


(25)            any
restrictions on the registration, transfer or exchange of the Securities of the series.


 






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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 3.03) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at one
time and, unless otherwise provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.03) set forth,
or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto
with respect to a series of Securities, additional Securities of a series may be issued, at the option of the Company, without the consent
of any Holder, at any time and from time to time. All Securities shall be issued under a separate CUSIP or ISIN number unless the additional
Securities are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same
 “issue” of debt instruments as the original series or are issued with no more than a de minimis amount of original issue discount,
in each case for U.S. federal income tax purposes.


 


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.


 


Section 3.02 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 3.01.
In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.


 


Section 3.03 Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed
on behalf of the Company by its Chief Executive Officer, the President, any Executive Vice President or Senior Vice President or one of
its Vice Presidents or its Treasurer or one of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries. 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.


 






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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 2.01 and 3.01, in authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)            if
the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, 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 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and


 


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


 


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


 


Notwithstanding the provisions
of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, including
in the event that the size of a series of Outstanding Securities is increased as contemplated by Section 3.01, it shall not be necessary
to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the 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.


 






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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 or electronic signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes
of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.


 





Section 3.04  Temporary Securities.


 


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


 


If temporary Securities of
any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the
same series, of any authorized denominations and of 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 3.05 Registration,
Registration of Transfer and Exchange.


 


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


 






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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 3.04, 9.06, 11.07 or 12.03 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 giving of a notice of redemption of any such Securities selected for
redemption under Section 11.03 and ending at the close of business on the day such notice was given, 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 has notified the Company that it is unwilling or unable or no longer permitted
under applicable law to continue as Depositary for such Global Security, (B) there shall have occurred and be continuing an
Event of Default with respect to such Global Security, (C) the Company so directs the Trustee by a Company Order or (D) 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 3.01.


 


(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 3.04, 3.06, 9.06, 11.07 or 12.03 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.


 


The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or
among participants in the Depositary or beneficial owners of interests in any Global Security) other than to require delivery of
such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the
terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


The Trustee, Security Registrar
and any Paying Agent shall have no responsibility for any actions taken or not taken by the Depositary.


 






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Section 3.06 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.


 


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


 





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


 


Section 3.07 Payment
of Interest; Interest Rights Preserved.


 


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


 






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


 


(1)            The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such
series in the manner set forth in Section 1.06, 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.


 






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Section 3.08  Persons
Deemed Owners.


 


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


 


Section 3.09  Cancellation.


 


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


 


Section 3.10  Computation
of Interest.


 


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


 


Section 3.11  CUSIP
Numbers.


 


The Company in issuing any
series of the Securities may use CUSIP numbers, if then generally in use, and thereafter with respect to such series, the Trustee may
use such numbers in any notice of redemption with respect to such series, provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities of that series or as contained in any notice of a redemption
and that reliance may be placed only on the other identification numbers printed on the Securities of that series, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change
in the CUSIP numbers.


 






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Section 3.12  Original
Issue Discount.


 


If any of the Securities is
an Original Issue Discount Security, the Company shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on such Outstanding
Original Issue Discount Securities as of the end of such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.


 


Article IV


 


SATISFACTION AND DISCHARGE


 


Section 4.01  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 mutilated, destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 


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


 


(i)            have
become due and payable, or


 


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


 


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


 


and the Company, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose 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;


 






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


 


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


 


Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.03 shall survive.


 


Section 4.02  Application
of Trust Money.


 


Subject to the provisions
of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.


 


Article V


 


REMEDIES


 


Section 5.01  Events
of Default.


 


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


 


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


 






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(2)            default
in the payment of the principal of or any premium on any Security of that series at its Maturity, and continuance of such default for
a period of five (5) days; or


 


(3)            default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and the continuance of such default
for a period of five (5) days; or


 


(4)            default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in
this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a
period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


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


 


(6)            the
commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated 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


 






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


 


Section 5.02   Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with
respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount 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.


 


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


 


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


 


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


 


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


 


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


 






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


  


and


 


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


 


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


 


Section 5.03        Collection
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 and such default continues for
a period of five days,


 


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 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.


 






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Section 5.04  Trustee
May File Proofs of Claim.


 


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


  


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


 


Section 5.05  Trustee
May Enforce Claims Without Possession of Securities.


 


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


 


Section 5.06  Application
of Money Collected.


 


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


 


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


 






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


  


Section 5.07  Limitation
on Suits.


 


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


 


(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 indemnity reasonably satisfactory to the Trustee 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 (it being understood that the Trustee does not have an affirmative duty to
ascertain whether or not such actions or forbearances are unduly prejudicial to 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.


 






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


 


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


 


Section 5.09  Restoration
of Rights and Remedies.


 


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


 


Section 5.10  Rights
and Remedies Cumulative.


 


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


 


Section 5.11  Delay
or Omission Not Waiver.


 


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


 


Section 5.12  Control
by Holders.


 


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


 


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


 






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


 


Section 5.13  Waiver
of Past Defaults.





 


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


 


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


 


(2)            in
respect of a covenant or provision hereof which under Article 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 5.14  Undertaking
for Costs.


 


In any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess reasonable 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. This Section 5.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 5.08 hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding Securities.


 


Section 5.15  Waiver
of Usury, Stay or Extension Laws.


 


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


 






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Article VI


 


THE TRUSTEE


 


Section 6.01   Certain
Duties and Responsibilities.


 


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


 


(A)            the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and


 


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


 


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


 


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


 


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


 


(B)            the
Trustee shall not be liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;


 


(C)            the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction
of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Sections 1.01,
1.04 and 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 






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(D)            no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 


(4)            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 6.02   Notice
of Defaults.


 


If a default occurs hereunder
with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and
to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified
in Section 5.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


Section 6.03   Certain
Rights of Trustee.


 


Subject to the provisions
of Section 6.01:


 


(1)            the
Trustee may conclusively 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, conclusively rely upon an Officers’ Certificate;


 


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


 


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


 


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


 






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(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;


 


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


 


(9)            the
Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to
be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(10)            in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;


 


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


 


(12)            the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


 


Section 6.04   Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein
and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the
proceeds thereof.


 


Section 6.05   May Hold
Securities.


 


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


 


Section 6.06   Money
Held in Trust.


 


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


 






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Section 6.07  Compensation
and Reimbursement.


 


The Company agrees


 


(1)            to
pay to the Trustee from time to time such compensation as shall from time to time be agreed to in writing between the Company and the
Trustee 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);


 


(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 reasonable 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 each of the Trustee and its agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense,
including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), 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 (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance
of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such
loss, damage, claim, liability or expense is due to its own negligence or bad faith.


 


The Trustee shall have a lien
prior to the Securities as to all property and funds held by it hereunder for any amount owing it pursuant to this Section 6.07,
except with respect to funds held in trust for the benefit of the Holders of particular Securities.


 


When the Trustee incurs expenses
or renders services in connection with an Event of Default specified in Section 5.01(5) or Section 5.01(6), the expenses
(including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.


 


The provisions of this Section shall
survive the termination of this Indenture and the resignation or removal of the Trustee.


 


Section 6.08   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.


 


Section 6.09  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 and (a) has
a combined capital and surplus of at least $50,000,000 or (b) is a wholly-owned subsidiary of a bank holding company having a consolidated
capital and surplus of at least $50,000,000. 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. The Trustee shall comply with Section 310(b) of the Trust Indenture Act; provided, however,
that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act any indenture or indentures
under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements
for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.


 






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Section 6.10   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 6.11.


 


The Trustee may resign at
any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee, at the expense of the Company, may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.


 


The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the
Trustee being removed, at the expense of the Company, may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.


 


If at any time:


 


(1)            the
Trustee shall fail to comply with Section 6.08 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 6.09 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 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 5.14, 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 6.11. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by
Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable
requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, 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 1.06.
Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


Section 6.11   Acceptance
of Appointment by Successor.


 


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.


 


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 6.12   Merger,
Conversion, Consolidation or Succession to Business.


 


Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all 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, consolidation
or sale 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.


 






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Section 6.13   Preferential
Collection of Claims Against Company.


 


If and when the Trustee shall
be or become a creditor of the Company (or any other obligor upon the Securities), 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).


 


Article VII


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


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


 


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


 


(1)            on
a semi-annual basis not more than 15 days after each Regular Record Date, a list, in such form as the Trustee or the Security Registrar
may reasonably require, of the names and addresses of the Holders of Securities as of such Regular Record Date; provided that the
Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect from
the most recent list furnished to the Trustee and the Security Registrar by the Company; and


 


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


 


provided,
however that, in either case, no such list need be furnished for any series for which the Trustee shall be the Security Registrar.


 


Section 7.02   Preservation
of Information; Communications to Holders.


 


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


 


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


 


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


 


Section 7.03   Reports
by Trustee.


 


The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within sixty days after each May 15 following the date of the initial issuance of Securities under this Indenture
deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a).


 


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 and
of any delisting thereof.


 






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Section 7.04   Reports
by Company.


 


The Company shall file with
the Trustee and the Commission, and transmit to Holders, such information, documents and other reports as may be required by the Trust
Indenture Act.


 


Delivery of such reports,
information and documents to the Trustee is for informational purposes only and shall not constitute a representation or warranty as to
the accuracy or completeness of the reports, information or documents. The Trustee’s receipt of such shall not constitute actual
or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively
on Officers’ Certificates).


 


Article VIII


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


 


Section 8.01   Company
May Consolidate, Etc., Only on Certain Terms.


 


Except in relation to the
direct or indirect conveyance or transfer of all or any portion of the capital stock, assets or liabilities of any of the Company’s
direct or indirect wholly-owned subsidiaries to the Company or any of the Company’s wholly-owned subsidiaries or the consolidation
or merger of any of the Company’s direct or indirect wholly-owned subsidiaries with and into the Company, the Company shall not
consolidate with or merge into any other Person or sell, convey, lease or otherwise transfer all or substantially all of its assets to
any Person, unless:


 


(1)            in
case the Company shall consolidate with or merge into another Person or sell, convey, lease or otherwise transfer all or substantially
all of its assets 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,
limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America,
any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental 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, 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; and


 


(3)            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 8.02   Successor
Substituted.


 


Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any sale conveyance, lease or other transfer of all or substantially
all of the assets of the Company in accordance with Section 8.01, the successor Person formed by such consolidation or into which
the Company is merged or to which such sale, conveyance, lease or other transfer is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall not be relieved of all obligations
and covenants under this Indenture and the Securities.


 






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Article IX


 


SUPPLEMENTAL INDENTURES


 


Section 9.01   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:


 


(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 some or all of the Holders of all or any series of Securities or of particular
Securities within a series as may be specified in the Board Resolutions (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 such particular
Securities) 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 some or all of the Holders of all or any series of Securities or of particular
Securities within a series as may be specified in the Board Resolutions (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 such particular Securities); 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 Security
described in clause (i) Outstanding; or


 


(6)            to
secure the Securities; or


 


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


 


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


 






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


 


Section 9.02   Supplemental
Indentures With Consent of Holders.


 


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 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 if the Board Resolutions and supplemental indenture shall expressly provide that any provisions
to be changed or eliminated shall apply to fewer than all the Outstanding Securities hereunder or under a particular series under this
Indenture, then, to the extent not inconsistent with the Trust Indenture Act, any such consent may be given by Holders of not less than
a majority in principal amount of the Outstanding Securities hereunder or under such series to which such change or elimination shall
apply; provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby (whether or not such affected Securities comprise all Securities under this Indenture or under a particular series),


 


(1)            change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest 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 5.02, 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


 


(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 5.13 or Section 10.08, 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.


 


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 identified series of Securities or particular Securities within an identified series of Securities, or which modifies the rights
of the Holders of Securities of such series, or Holder of particular Securities within a series with respect to such covenant or other
provision, shall be deemed to affect only the rights under this Indenture of the Holders of Securities of the identified series or of
particular Securities within the identified series, and shall be deemed not to affect the rights under this Indenture of the Holders of
any other Securities.


 


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.


 


After a supplemental indenture
under this Section 9.02 becomes effective, the Company shall give to the Trustee a notice briefly describing such supplemental indenture
or a copy of such supplemental indenture and the Trustee shall give such notice or supplemental indenture to Holders affected thereby.
Any failure of the Company to give such notice, or any defect therein, or any failure of the Company to give such supplemental indenture,
shall not in any way impair or affect the validity of any such supplemental indenture.


 






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Section 9.03   Execution
of Supplemental Indentures.


 


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


 


Section 9.04   Effect
of Supplemental Indentures.


 


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


 


Section 9.05   Conformity
with Trust Indenture Act.


 


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


 


Section 9.06   Reference
in Securities to Supplemental Indentures.


 


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


 


Article X


 


COVENANTS


 


Section 10.01   Payment
of 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 10.02   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 10.03   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 in writing 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 in writing of its
action or failure so to act.


 


The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will


 


(1)            comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and


 


(2)            during
the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in
respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust
by such Paying Agent for payment in respect of the Securities of that series.


 


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


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any
Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in 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.


 






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Section 10.04   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 best 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 10.05   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 corporate existence.


 


Section 10.06   Limitation
on Liens on Voting Stock of Designated Subsidiaries .


 


So long as any series of Securities
issued pursuant to this Indenture shall remain Outstanding, the Company will not and will not permit any of its Subsidiaries to, directly
or indirectly, create, issue, assume, incur or guarantee any Restricted Indebtedness unless the Securities and, if the Company so elects,
any other indebtedness of the Company ranking at least pari passu with the Securities, are secured equally and ratably with (or prior
to) such Restricted Indebtedness for so long as such Restricted Indebtedness is so secured.


 


Section 10.07   Limitations
on Disposition of Stock of Certain Subsidiaries.


 


(1)            Except
as otherwise specified with respect to a specific series of Securities issued in accordance with the provisions of Section 3.01 and
except in a transaction governed by Article VIII of this Indenture, so long as any Securities are Outstanding, the Company shall
not, and shall not permit any Subsidiary of the Company to sell or otherwise dispose of any Restricted Stock.


 


(2)            Notwithstanding
the forgoing, Section 10.07(1) shall not apply to (i) a sale or other disposition of any shares of Restricted Stock
to the Company or to one of its direct or indirect wholly-owned Subsidiaries, (ii) a sale or other disposition of any shares of
such Restricted Stock for at least fair market value (as determined by the board of directors of the Person effecting such sale or
disposition, acting in good faith), or (iii) a sale or other disposition required to comply with an order of a court or
regulatory authority of competent jurisdiction.


 


Section 10.08   Waiver
of Certain Covenants.


 


Except as otherwise specified
as contemplated by Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any series, omit
in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(18),
9.01(2) or 9.01(7) for the benefit of the Holders of such series or in Section 10.05, 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.


 






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Article XI


 


REDEMPTION OF SECURITIES


 


Section 11.01   Applicability
of Article.


 


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


 


Section 11.02   Election
to Redeem; Notice to Trustee.


 


The election of the Company
to redeem any Securities shall be evidenced by a Board. Resolution or in another manner specified as contemplated by Section 3.01
for such Securities. In case of any redemption at the election of the Company of the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 10 days but not more than 60 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere
in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.


 


Section 11.03   Selection
of Securities to Be Redeemed.


 


If less than all the Securities
of any series represented by one or more Global Securities are to be redeemed, the particular Securities to be redeemed shall be selected
in accordance with the procedures of the Depositary from the Outstanding Securities of such series not previously called for redemption;
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
not represented by one or more Global Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not represented
by a Global Security and not previously called for redemption in accordance with the preceding sentence.


 


With
respect to Securities not represented by one or more Global Securities, the Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any such Securities selected for partial redemption as aforesaid, the
principal amount thereof to be redeemed.


 


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.


 






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Section 11.04Notice
of Redemption.


 


Unless otherwise specified
as contemplated by Section 3.01, notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
5 Business Days 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; provided, that with respect to Securities issued in the form of one or more Global Securities, notice
of redemption shall be given in accordance with the procedures of the Depositary.


 


All notices of redemption
shall state:


 


(1)            the
Redemption Date;


 


(2)            the
Redemption Price;


 


(3)            if
less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption
of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities
of any series not represented by one or more Global Securities 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, unless otherwise specified or contemplated by Section 3.01, shall be irrevocable.


 


Section 11.05Deposit
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 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities which
are to be redeemed on that date.


 









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Section 11.06Securities
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, if applicable, with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose
Stated Maturity is on or prior to the Redemption Date 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 3.07.


 


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


 


Section 11.07Securities
Redeemed in Part.


 


Any Security which is to
be redeemed only in part and which is not represented by a Global Security 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. Any Security which is to
be redeemed only in part and which is represented by a Global Security shall be redeemed in accordance with the procedures of the
Depositary.


 






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Article XII


 


SINKING FUNDS


 


Section 12.01Applicability
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 3.01
for such Securities.


 


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


 


Section 12.02Satisfaction
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.


 


Section 12.03Redemption
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 12.02 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 Securities to be redeemed upon such sinking fund payment date shall be selected in
the manner specified in Section 11.03 and the Trustee shall cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.


 









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Article XIII


 


DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


Unless otherwise provided
as contemplated by Section 3.01, Sections 13.02 and 13.03 shall apply to any Securities or any series of Securities, as the case
may be, in either case, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable requirements
provided pursuant to Section 3.01 and upon compliance with the conditions set forth below in this Article; and the Company may elect,
at its option at any time, to have Sections 13.02 and 13.03 applied to any Securities or any series of Securities, as the case may be,
designated pursuant to Section 3.01 as being defeasible pursuant to such Section 13.02 or 13.03, in accordance with any applicable
requirements provided pursuant to Section 3.01 and upon compliance with the conditions set forth below in this Article. Any such
election to have or not to have Sections 13.02 and 13.03 apply, as the case may be, shall be evidenced by a Board Resolution or in another
manner specified as contemplated by Section 3.01 for such Securities.


 


Section 13.02Defeasance
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,
or if this Section shall otherwise apply 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 with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). For this purpose,
such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by 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 Holders of such Securities to receive,
solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal
of and any premium and interest on such Securities when payments are due, (2) the Company’s obligations with respect
to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder, including, without limitation, its rights under Section 6.07 and (4) this Article. Subject
to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to the Securities of
any series notwithstanding the prior exercise of its option (if any) to have Section 13.03 applied to such Securities.


 






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Section 13.03Covenant
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,
or if this Section shall otherwise apply to any Securities or any series of Securities, as the case may be, (1) the
Company shall be released from its obligations under Section 10.05 and any covenants provided pursuant to Section 3.01(18),
9.01(2) or 9.01(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified
in Sections 5.01(4) (with respect to Section 10.05 and any such covenants provided pursuant to Section 3.01(18), 9.01(2) or
9.01(7)) and 5.01(7) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called
 “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, 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 5.01(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


Section 13.04Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be the
conditions to the application of Section 13.02 or 13.03 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 6.09 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 Holders and 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
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.


 






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(2)            In
the event of an election to have Section 13.02 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 Holders and 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 13.03 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 Holders and 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.


 









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(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
5.01(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).


 


(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)            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 13.05Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions
of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other
trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance with the 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.


 






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The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or
other charge 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 13.04 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 13.06Reinstatement.


 


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 13.02 or 13.03 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 13.05 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.


 


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 as of the day and year first above written.


 


	 	COREBRIDGE FINANCIAL, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Elias Habayeb
	 	 	Name: Elias Habayeb
	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	 	THE BANK OF NEW YORK MELLON,

                    As Trustee

	 	 	 
	 	 	 
	 	By: 	/s/ Francine Kincaid
	 	 	Name: Francine Kincaid
	 	 	Title: Vice President