Exhibit 4.8



 Exhibit 4.8 

  
 LANDAMERICA FINANCIAL GROUP, INC. 
  
 TO 
  
 JPMORGAN CHASE BANK, N.A., 
  
 as Trustee 
  

  
 INDENTURE 
  
 Dated as of
                    , 2005 
  
 SUBORDINATED DEBT SECURITIES 
  

  









 LandAmerica Financial Group, Inc. 
 Reconciliation and tie with Trust Indenture Act of 1939, as amended 
  

  

			
	 Trust Indenture Act Section

	  	 Indenture Section


	 § 310(a)(1)
	  	609
	 (a)(2)
	  	609
	 (a)(3)
	  	Not Applicable
	 (a)(4)
	  	Not Applicable
	 (b)
	  	608
	 	  	610
	 § 311(a)
	  	613
	 (b)
	  	613
	 § 312(a)
	  	701
	 	  	702(a)
	 (b)
	  	702(b)
	 (c)
	  	702(c)
	 § 313(a)
	  	703(a)
	 (b)
	  	703(a)
	 (c)
	  	703(a)
	 (d)
	  	703(b)
	 § 314(a)
	  	704
	 (a)(4)
	  	1006
	 (b)
	  	Not Applicable
	 (c)(1)
	  	102
	 (c)(2)
	  	102
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	102
	 § 315(a)
	  	601
	 (b)
	  	602
	 (c)
	  	601
	 (d)
	  	601
	 (e)
	  	514
	 § 316(a)
	  	101
	 (a)(1)(A)
	  	502
	 	  	512
	 (a)(1)(B)
	  	513
	 (a)(2)
	  	Not Applicable
	 (b)
	  	508
	 § 317(a)(1)
	  	503
	 (a)(2)
	  	504
	 (b)
	  	1003
	 § 318(a)
	  	107



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

  









 TABLE OF CONTENTS 
  

			
	 ARTICLE ONE
	  	1
		
	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
		
	 SECTION 101. DEFINITIONS
	  	1
	 Act
	  	2
	 Affiliate
	  	2
	 Authenticating Agent
	  	2
	 Board of Directors
	  	2
	 Board Resolution
	  	2
	 Business Day
	  	2
	 Commission
	  	2
	 Company
	  	2
	 Company Request or Company Order
	  	2
	 Corporate Trust Office
	  	2
	 corporation
	  	3
	 Covenant Defeasance
	  	3
	 Defaulted Interest
	  	3
	 Defeasance
	  	3
	 Depositary
	  	3
	 Event of Default
	  	3
	 Exchange Act
	  	3
	 Expiration Date
	  	3
	 Global Security
	  	3
	 Holder
	  	3
	 Incur
	  	3
	 Indenture
	  	3
	 Interest
	  	4
	 Interest Payment Date
	  	4
	 Investment Company Act
	  	4
	 Junior Subordinated Payment
	  	4
	 Maturity
	  	4
	 Notice of Default
	  	4
	 Officers’ Certificate
	  	4
	 Opinion of Counsel
	  	4
	 Original Issue Discount Security
	  	4
	 Outstanding
	  	4
	 Paying Agent
	  	5
	 Payment Blockage Period
	  	5
	 Periodic Offering
	  	5
	 Person
	  	5
	 Place of Payment
	  	6
	 Predecessor Security
	  	6
	 Proceeding
	  	6
	 Redemption Date
	  	6
	 Redemption Price
	  	6
	 Regular Record Date
	  	6
	 Responsible Officer
	  	6
	 Securities
	  	6
	 Securities Act
	  	6
	 Securities Payment
	  	6
	 Security Register and Security Registrar
	  	6
	 Senior Indebtedness
	  	6

  










			
	 Senior Nonmonetary Default
	  	7
	 Senior Payment Default
	  	7
	 Special Record Date
	  	7
	 Stated Maturity
	  	7
	 Subsidiary
	  	8
	 Trust Indenture Act
	  	8
	 Trustee
	  	8
	 U.S. Government Obligations
	  	8
	 Vice President
	  	8
	 SECTION 102. COMPLIANCE CERTIFICATES AND
OPINIONS
	  	8
	 SECTION 103. FORM OF DOCUMENTS DELIVERED TO
TRUSTEE
	  	9
	 SECTION 104. ACTS OF HOLDERS; RECORD
DATES
	  	9
	 SECTION 105. NOTICES, ETC., TO TRUSTEE AND
COMPANY
	  	11
	 SECTION 106. NOTICE TO HOLDERS; WAIVER
	  	12
	 SECTION 107. CONFLICT WITH TRUST INDENTURE
ACT
	  	12
	 SECTION 108. EFFECT OF HEADINGS AND TABLE
OF CONTENTS
	  	12
	 SECTION 109. SUCCESSORS AND ASSIGNS
	  	12
	 SECTION 110. SEPARABILITY CLAUSE
	  	12
	 SECTION 111. BENEFITS OF INDENTURE
	  	13
	 SECTION 112. GOVERNING LAW
	  	13
	 SECTION 113. LEGAL HOLIDAYS
	  	13
		
	 ARTICLE TWO
	  	13
		
	 SECURITY FORMS
	  	13
		
	 SECTION 201. FORMS GENERALLY
	  	13
	 SECTION 202. FORM OF FACE OF
SECURITY
	  	14
	 SECTION 203. FORM OF REVERSE OF
SECURITY
	  	16
	 SECTION 204. FORM OF LEGEND FOR GLOBAL
SECURITIES
	  	19
	 SECTION 205. FORM OF TRUSTEE’S CERTIFICATE
OF AUTHENTICATION
	  	20
		
	 ARTICLE THREE
	  	20
		
	 THE SECURITIES
	  	20
		
	 SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN
SERIES
	  	20
	 SECTION 302. DENOMINATIONS
	  	23
	 SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND
DATING
	  	23
	 SECTION 304. TEMPORARY SECURITIES
	  	25
	 SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER
AND EXCHANGE
	  	26
	 SECTION 306. MUTILATED, DESTROYED, LOST AND
STOLEN SECURITIES
	  	27
	 SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS
PRESERVED
	  	28
	 SECTION 308. PERSONS DEEMED OWNERS
	  	29
	 SECTION 309. CANCELLATION
	  	30
	 SECTION 310. COMPUTATION OF INTEREST
	  	30
	 SECTION 311. CUSIP NUMBERS
	  	31
		
	 ARTICLE FOUR
	  	31
		
	 SATISFACTION AND DISCHARGE
	  	31
		
	 SECTION 401. SATISFACTION AND DISCHARGE OF
INDENTURE
	  	31
	 SECTION 402. APPLICATION OF TRUST MONEY
	  	32
		
	 ARTICLE FIVE
	  	32
		
	 REMEDIES
	  	32
		
	 SECTION 501. EVENTS OF DEFAULT
	  	32

  

 - ii - 









			
	 SECTION 502. ACCELERATION OF MATURITY; RESCISSION
AND ANNULMENT
	  	34
	 SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS
FOR ENFORCEMENT BY TRUSTEE
	  	35
	 SECTION 504. TRUSTEE MAY FILE PROOFS OF
CLAIM
	  	35
	 SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT
POSSESSION OF SECURITIES
	  	36
	 SECTION 506. APPLICATION OF MONEY COLLECTED
	  	36
	 SECTION 507. LIMITATION ON SUITS
	  	37
	 SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO
RECEIVE PRINCIPAL, PREMIUM AND INTEREST
	  	37
	 SECTION 509. RESTORATION OF RIGHTS AND
REMEDIES
	  	38
	 SECTION 510. RIGHTS AND REMEDIES CUMULATIVE
	  	38
	 SECTION 511. DELAY OR OMISSION NOT
WAIVER
	  	38
	 SECTION 512. CONTROL BY HOLDERS
	  	38
	 SECTION 513. WAIVER OF PAST DEFAULTS
	  	39
	 SECTION 514. UNDERTAKING FOR COSTS
	  	39
	 SECTION 515. WAIVER OF STAY OR EXTENSION
LAWS
	  	40
		
	 ARTICLE SIX
	  	40
		
	 THE TRUSTEE
	  	40
		
	 SECTION 601. CERTAIN DUTIES AND
RESPONSIBILITIES
	  	40
	 SECTION 602. NOTICE OF DEFAULTS
	  	41
	 SECTION 603. CERTAIN RIGHTS OF TRUSTEE
	  	41
	 SECTION 604. NOT RESPONSIBLE FOR RECITALS OR
ISSUANCE OF SECURITIES
	  	43
	 SECTION 605. MAY HOLD SECURITIES
	  	43
	 SECTION 606. MONEY HELD IN TRUST
	  	44
	 SECTION 607. COMPENSATION AND REIMBURSEMENT
	  	44
	 SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS
	  	45
	 SECTION 609. CORPORATE TRUSTEE REQUIRED;
ELIGIBILITY
	  	45
	 SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT
OF SUCCESSOR
	  	45
	 SECTION 611. ACCEPTANCE OF APPOINTMENT BY
SUCCESSOR
	  	47
	 SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR
SUCCESSION TO BUSINESS
	  	48
	 SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS
AGAINST COMPANY
	  	48
	 SECTION 614. APPOINTMENT OF AUTHENTICATING
AGENT
	  	48
		
	 ARTICLE SEVEN
	  	50
		
	 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	50
		
	 SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES
AND ADDRESSES OF HOLDERS
	  	50
	 SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS
TO HOLDERS
	  	50
	 SECTION 703. REPORTS BY TRUSTEE
	  	50
	 SECTION 704. REPORTS BY COMPANY
	  	51
		
	 ARTICLE EIGHT
	  	51
		
	 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	51
		
	 SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY
ON CERTAIN TERMS
	  	51
	 SECTION 802. SUCCESSOR PERSON SUBSTITUTED
	  	52
		
	 ARTICLE NINE
	  	53
		
	 SUPPLEMENTAL INDENTURES
	  	53
		
	 SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT
OF HOLDERS
	  	53
	 SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT
OF HOLDERS
	  	54
	 SECTION 903. EXECUTION OF SUPPLEMENTAL
INDENTURES
	  	55
	 SECTION 904. EFFECT OF SUPPLEMENTAL
INDENTURES
	  	55
	 SECTION 905. CONFORMITY WITH TRUST INDENTURE
ACT
	  	55
	 SECTION 906. REFERENCE IN SECURITIES TO
SUPPLEMENTAL INDENTURES
	  	55

  

 - iii - 









			
	 SECTION 907. NOTICE OF SUPPLEMENTAL
INDENTURE
	  	56
		
	 ARTICLE TEN
	  	56
		
	 COVENANTS
	  	56
		
	 SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND
INTEREST
	  	56
	 SECTION 1002. MAINTENANCE OF OFFICE OR
AGENCY
	  	56
	 SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO
BE HELD IN TRUST
	  	56
	 SECTION 1004. CORPORATE EXISTENCE
	  	58
	 SECTION 1005. STATEMENTS BY OFFICERS AS TO
DEFAULT
	  	58
	 SECTION 1006. WAIVER OF CERTAIN COVENANTS
	  	58
	 SECTION 1007. CALCULATION OF ORIGINAL ISSUE
DISCOUNT
	  	58
		
	 ARTICLE ELEVEN
	  	59
		
	 SUBORDINATION OF SECURITIES
	  	59
		
	 SECTION 1101. SECURITIES SUBORDINATE TO SENIOR
INDEBTEDNESS
	  	59
	 SECTION 1102. PAYMENT OVER OF PROCEEDS UPON
DISSOLUTION, ETC.
	  	59
	 SECTION 1103. NO PAYMENT WHEN SENIOR INDEBTEDNESS
IN DEFAULT
	  	60
	 SECTION 1104. PAYMENT PERMITTED IF NO
DEFAULT
	  	62
	 SECTION 1105. SUBROGATION TO RIGHTS OF HOLDERS
OF SENIOR INDEBTEDNESS
	  	62
	 SECTION 1106. PROVISIONS SOLELY TO DEFINE
RELATIVE RIGHTS
	  	62
	 SECTION 1107. TRUSTEE TO EFFECTUATE
SUBORDINATION
	  	63
	 SECTION 1108. NO WAIVER OF SUBORDINATION
PROVISIONS
	  	63
	 SECTION 1109. NOTICE TO TRUSTEE
	  	63
	 SECTION 1110. RELIANCE ON JUDICIAL ORDER OR
CERTIFICATE OF LIQUIDATING AGENT
	  	64
	 SECTION 1111. TRUSTEE NOT FIDUCIARY FOR HOLDERS
OF SENIOR INDEBTEDNESS
	  	64
	 SECTION 1112. RIGHTS OF TRUSTEE AS HOLDER
OF SENIOR INDEBTEDNESS; PRESERVATION OF TRUSTEE’S RIGHTS
	  	65
	 SECTION 1113. ARTICLE APPLICABLE TO PAYING
AGENTS
	  	65
		
	 ARTICLE TWELVE
	  	65
		
	 REDEMPTION OF SECURITIES
	  	65
		
	 SECTION 1201. APPLICABILITY OF ARTICLE
	  	65
	 SECTION 1202. ELECTION TO REDEEM; NOTICE TO
TRUSTEE
	  	65
	 SECTION 1203. SELECTION BY TRUSTEE OF SECURITIES
TO BE REDEEMED
	  	66
	 SECTION 1204. NOTICE OF REDEMPTION
	  	66
	 SECTION 1205. DEPOSIT OF REDEMPTION PRICE
	  	67
	 SECTION 1206. SECURITIES PAYABLE ON REDEMPTION
DATE
	  	67
	 SECTION 1207. SECURITIES REDEEMED IN PART
	  	68
		
	 ARTICLE THIRTEEN
	  	68
		
	 SINKING FUNDS
	  	68
		
	 SECTION 1301. APPLICABILITY OF ARTICLE
	  	68
	 SECTION 1302. SATISFACTION OF SINKING FUND
PAYMENTS WITH SECURITIES
	  	68
	 SECTION 1303. REDEMPTION OF SECURITIES FOR
SINKING FUND
	  	69
		
	 ARTICLE FOURTEEN
	  	69
		
	 DEFEASANCE AND COVENANT DEFEASANCE
	  	69
		
	 SECTION 1401. APPLICABILITY OF ARTICLE;
COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE
	  	69
	 SECTION 1402. DEFEASANCE AND DISCHARGE
	  	69

  

 - iv - 









			
	 SECTION 1403. COVENANT DEFEASANCE
	  	70
	 SECTION 1404. CONDITIONS TO DEFEASANCE OR
COVENANT DEFEASANCE
	  	71
	 SECTION 1405. DEPOSITED MONEY AND U.S.
GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
                           MISCELLANEOUS PROVISIONS
	  	73
	 SECTION 1406. REINSTATEMENT
	  	74
	 SECTION 1407. QUALIFYING TRUSTEE
	  	74



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

  
  

 - v - 








 INDENTURE 
  

INDENTURE, dated as of                     ,
2005, between LANDAMERICA FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the “Company”), having its principal office at 101 Gateway Centre Parkway, Gateway
One, Richmond, Virginia 23235, and JPMORGAN CHASE BANK, N.A., a national banking association, as trustee (herein called the “Trustee”). 
  
 RECITALS 
  
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its direct, unsecured and
subordinated debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. 
  
 All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
  
 ARTICLE ONE 
  
 Definitions and Other Provisions of General Application 
  

	Section 101.	Definitions. 

  
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
  
 (1) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular; 
  
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 
  
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles; 
  
 (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 104. 
  
 “Affiliate” of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. 
  
 “Authenticating Agent” means any Person
authorized by the Company pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series. 
  
 “Board of Directors” means any of the board of directors of the Company or any duly authorized committee of that board or any officer of the
Company, to which authority to act on behalf of the Board of Directors has been duly delegated. 
  
 “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 or any duly authorized committee of that board or any officer of the Company, to which authority to act on behalf of the Board of Directors has been duly delegated, 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. 
  
 “Commission” means the Securities and
Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time. 
  
 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Company” shall mean such successor Person. 
  
 “Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chair, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 
  
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is 

  

 - 2 - 








 
located at 4 New York Plaza, 15th Floor, New York, New York 10004 or at any other address as the Trustee may designate from time to time by notice to the holders. 
  
 “corporation” means a corporation, association, company, joint stock company, statutory trust or business trust. 
  
 “Covenant Defeasance” has the meaning specified in Section 1403.

  
 “Defaulted Interest” has the meaning specified in
Section 307. 
  
 “Defeasance” has the meaning specified
in Section 1402. 
  
 “Depositary” means, with respect to
the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the clearing agency registered under the Exchange Act specified for that purpose as contemplated by Section 301. 
  
 “Event of Default” has the meaning specified in Section 501.

  
 “Exchange Act” means the Securities Exchange Act of
1934 and any statute successor thereto, in each case as amended from time to time. 
  
 “Expiration Date” has the meaning specified in Section 104. 
  
 “Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or
such legend as may be specified as contemplated by Section 301 for such Securities). 
  
 “Holder” means a Person in whose name a Security is registered in the Security Register. 
  
 “Incur” means, with respect to any indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such indebtedness or other obligation or the recording, as required pursuant to generally accepted accounting principles or otherwise, of any such indebtedness or other
obligation as a liability on the balance sheet of such Person (and “Incurrence,” “Incurred,” “Incurrable” and “Incurring” shall have meanings correlative to the foregoing); provided, however, that a change in
generally accepted accounting principles that results in an obligation of such Person that exists at such time becoming indebtedness shall not be deemed an Incurrence of such indebtedness. 
  
 “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 required or automatically deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular
series of Securities established as contemplated by Section 301. 
  

 - 3 - 








 “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 at the rate prescribed in such Original Issue Discount Security. 
  
 “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. 
  
 “Junior Subordinated Payment” has the meaning specified in Section 1102. 
  
 “Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
  
 “Notice of Default” means a written notice of the kind specified in Section 501(4). 
  
 “Officers’ Certificate” means a certificate signed by the
Chairman of the Board, a Vice Chair, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an
Officers’ Certificate given pursuant to subsection (a) of Section 1005 shall be the principal executive, principal financial or principal accounting officer of the Company. 
  
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company. 
  
 “Original Issue Discount Security” means any Security which
provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 
  
 “Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except: 
  
 (1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
  
 (2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
  

 - 4 - 








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

  
 (4) Securities which have been paid pursuant
to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
  
 provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as of any date, (i) 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 pursuant to Section 502, (ii) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (iii) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in clause (i) or (ii)
above) of the amount determined as provided in such clause, and (iv) Securities owned by the Company or any other obligor upon the Securities of 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
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 (and premium, if any) or interest on any Securities on behalf
of the Company. 
  
 “Payment Blockage Period” has the
meaning specified in Section 1103. 
  
 “Periodic
Offering” means an offering of Securities of a series from time to time the specific terms of which Securities, including, without limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if
any, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Company upon the issuance of such Securities. 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
limited liability company, unincorporated organization or government or any agency or political subdivision thereof. 
  

 - 5 - 








 “Place of Payment”, when used with respect to the Securities of any series, means the place or
places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified as contemplated by Section 301. 
  
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or stolen Security. 
  
 “Proceeding” has the meaning specified in Section 1102. 
  
 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
  
 “Redemption Price”, when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
  
 “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 
  
 “Responsible Officer”, when used with respect to the Trustee, means
any officer within the Conventional Debt Unit of the Institutional Trust Services department of the Trustee (or any successor unit or department of the Trustee) who has direct responsibility for the administration of this Indenture and, for purposes
of Sections 601(b)(2) and 602 (for purposes of Section 315(b) of the Trust Indenture Act), also means any other officer of the Trustee to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

  
 “Securities” has the meaning stated in the first
recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
  
 “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 
  
 “Securities Payment” has the meaning specified in Section 1102.

  
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 305. 
  
 “Senior Indebtedness” means the principal of and premium, if any, and interest on and any other payment due pursuant to any of the following, whether Incurred on or prior to the date hereof or hereafter Incurred: 
  
 (i) all obligations of the Company for money borrowed;

  

 - 6 - 








 (ii) all obligations of the Company evidenced by securities, notes, debentures, bonds or
other similar instruments (other than the Securities), including obligations Incurred in connection with the acquisition of property, assets or businesses; 
  
 (iii) all capital lease obligations of the Company; 
  
 (iv) all reimbursement obligations of the Company with respect to letters of credit, bankers’
acceptances or similar facilities issued for the account of the Company; 
  
 (v) all obligations of the Company issued or assumed as the deferred purchase price of property or services, including all obligations under master lease transactions pursuant to which the Company or any of its
subsidiaries have agreed to be treated as owner of the subject property for federal income tax purposes; 
  
 (vi) all payment obligations of the Company under interest rate swap or similar agreements or foreign currency hedge, exchange or similar
agreements at the time of determination, including any such obligations Incurred by the Company solely to act as a hedge against increases in interest rates that may occur under the terms of other outstanding variable or floating rate indebtedness
of the Company; and 
  
 (vii) all obligations of
the type referred to in clauses (i) through (vi) above of another Person and all dividends of another Person the payment of which, in either case, the Company has assumed or guaranteed or for which the Company is responsible or liable, directly or
indirectly, jointly or severally, as obligor, guarantor or otherwise; 
  
 provided, however, that “Senior Indebtedness” shall not include: (1) indebtedness or monetary obligations to trade creditors created or assumed by the Company in the ordinary course of business in connection with the obtaining of
materials or services; (2) indebtedness that is by its terms subordinate, or not superior, in right of payment to the Securities; or (3) any indebtedness of the Company to its Affiliates (including all debt securities and guarantees in respect of
those debt securities, issued to any trust, partnership or other entity affiliated with the Company that is a financing vehicle of the Company (a “financing entity”) in connection with the issuance by such financing entity of common
securities and preferred securities or other securities guaranteed by the Company) unless otherwise expressly provided in the terms of any such indebtedness. 
  
 “Senior Nonmonetary Default” has the meaning specified in Section 1103. 
  
 “Senior Payment Default” has the meaning specified in Section 1103. 
  
 “Special Record Date” for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307. 
  
 “Stated Maturity”, when used with respect to any Security or any 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. 
  

 - 7 - 








 “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which at the
time of determination is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which
ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 
  
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument
was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

  
 “Trustee” means the Person named as the
“Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then
a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
  
 “U.S. Government Obligations” has the meaning specified in Section
1404. 
  
 “Vice President”, when used with respect to
the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”. 
  

	Section 102.	Compliance Certificates and Opinions. 

  
 (a) 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. 
  
 (b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided
for in subsection (a) of Section 1005) 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; 
  

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

	Section 103.	Form of Documents Delivered to Trustee. 

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

	Section 104.	Acts of Holders; Record Dates. 

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

 - 9 - 








 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by a certificate of 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. 
  
 (c) The ownership of Securities shall be proved by the Security Register. 
  
 (d) 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. 
  
 (e) The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make
or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record
date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106. 
  
 (f) The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or 

  

 - 10 - 








 
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 106. 
  
 (g) With respect to any record date set
pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date.
If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. 
  
 (h) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard
to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 
  

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

  
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, 
  
 (1) the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Institutional Trust Services, or 
  
 (2) the Company by the Trustee or by any Holder shall be sufficient for every
purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any
other address previously furnished in writing to the Trustee by the Company, Attention: Corporate Secretary. 
  

 - 11 - 









	Section 106.	Notice to Holders; Waiver. 

  
 (a) Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, 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. 
  

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

	Section 107.	Conflict with Trust Indenture Act. 

  
 If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required or automatically deemed 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 excluded, as the case may be. 
  

	Section 108.	Effect of Headings and Table of Contents. 

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

	Section 109.	Successors and Assigns. 

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

	Section 110.	Separability Clause. 

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

 - 12 - 









	Section 111.	Benefits of Indenture. 

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

	Section 112.	Governing Law. 

  
 This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, without regard to its
principles of conflicts of laws. 
  

	Section 113.	Legal Holidays. 

  
 Except as otherwise specified as contemplated by Section 301 for Securities of any series, in any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security or any other specified date with respect to 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, Redemption Date, at the Stated Maturity or such other specified date, provided that no interest, principal or premium (if any) shall accrue
with respect to such payment, for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or such other specified date, as the case may be. However, if such next succeeding Business Day is in the next succeeding
calendar month or calendar year, as applicable, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Interest Payment Date, Redemption Date, Stated Maturity or otherwise.

  
 ARTICLE TWO 
  
 Security Forms 
  

	Section 201.	Forms Generally. 

  
 (a) 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, or in an Officers’ Certificate pursuant to a supplemental indenture or a Board Resolution, 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 

  

 - 13 - 








 
record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 
  
 (b) The Trustee’s certificates of authentication shall be in substantially the form set forth in this Article. 
  
 (c) The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
  

	Section 202.	Form of Face of Security. 

  
 [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] 
  
 LandAmerica Financial Group, Inc. 
  

  

			
	 No.
	 	$                    

  
 LandAmerica Financial
Group, Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (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]. [If the Security is not 

  

 - 14 - 








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

 
 Payment of the principal of (and premium, if any) and [if applicable,
insert—any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in
                    , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register]. 
  
 Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 
  
 Dated:
                                        

  

			
	LANDAMERICA FINANCIAL GROUP, INC.
		
	By:	 	 
	 	 	 


  

	
	Attest:
	
	  
	 

  

 - 15 - 









	Section 203.	Form of Reverse of Security. 

  
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or
more series under a Subordinated Debt Securities Indenture, dated as of                          , 2005 (herein
called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and JPMorgan Chase Bank, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of
the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert—, limited in aggregate principal amount to
$            ]. 
  
 [If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days’ notice, [if applicable, insert—(1) on
                     in any year commencing with the year              and ending
with the year              through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert—on or after, 20    ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or
before,             ,         %, and if redeemed] during the 12-month period beginning of the years indicated. 
  

							
	 Year

	 	 Redemption Price

	 	 Year

	 	 Redemption Price



  
 and thereafter at a Redemption Price
equal to             ,         % of the principal amount, together in the case of any such redemption [if applicable,
insert—(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 
  
 [If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days’ notice
by mail, (1) on                  in any year commencing with the year
                 and ending with the year
                     through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert–on or after
                ,] as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning                  of the
years indicated, 
  

 - 16 - 









					
	 Year

	 	 Redemption Price for Redemption
Through Operation of the Sinking
Fund

	 	 Redemption Price for Redemption
Otherwise Than Through
Operation of the Sinking Fund



  
 and thereafter at a Redemption Price
equal to         % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to
on the face hereof, all as provided in the Indenture.] 
  
 [If
applicable, insert—The sinking fund for this series provides for the redemption on          in each year beginning with the year
                 and ending with the year              of [if applicable, 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 [mandatory] sinking fund payments otherwise required to be made—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 a like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 
  
 [If the Security is not subject to redemption, insert—This Security is
not redeemable prior to Stated Maturity.] 
  
 [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 therein.] 
  
 The indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now 

  

 - 17 - 








 
outstanding or hereafter created, Incurred, assumed or guaranteed, and waives reliance by each such Holder upon said provisions. 
  
 [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 overdue 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
majority of the Holders in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security. 
  
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein. 
  

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 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 204.	Form of Legend for Global Securities. 

  
 Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
  
 “This Security is a Global Security within the meaning
of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may
be registered in the name of any Person other than such Depositary or a nominee thereof, except in the limited circumstances described in the Indenture.” 
  

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	Section 205.	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. 
  

			
	 JPMORGAN CHASE BANK, N.A.,
 as
Trustee

		
	By:	 	 
	 	 	Authorized Officer”


  
 ARTICLE THREE

  
 The Securities 
  

	Section 301.	Amount Unlimited; Issuable in Series. 

  
 (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
  
 (b) The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, 
  
 (1) the title of
the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); 
  
 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1207 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 
  
 (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 
  

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

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

  
 (6) the place or places where the principal
of (and premium, if any) and interest on 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, 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 Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which, Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
  
 (9) any provisions necessary to permit or facilitate the issuance, payment or conversion of any Securities of the series that may be
converted into securities or other property (including shares of the Company’s common or preferred stock or other securities of the Company) other than Securities of the same series and of like tenor, whether in addition to, or in lieu of, any
payment of principal or other amount and whether at the option of the Company or the Holder thereof or otherwise; 
  
 (10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be
issuable; 
  
 (11) the currency or currencies,
including composite currencies, in which payment of the principal of and any premium and interest on the Securities of the series shall be payable if other than the currency of the United States of America; 
  
 (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, composite currencies or currency units other than that or those in which such Securities are stated to be payable, the
currency, currencies, composite currency, composite 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); 
  

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 (13) if the amount of payments of principal of and any premium or interest on the
Securities of the series may be determined with reference to an index, a formula or any other method, the manner in which such amounts shall be determined; 
  
 (14) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 
  
 (15) 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);

  
 (16) if applicable, that the Securities of
the series, in whole or any specified part, shall be defeasible pursuant to Section 1402 or Section 1403 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall
be evidenced; 
  
 (17) if applicable, that any
Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in paragraph (h) of Section 305 in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 
  
 (18) any addition to, elimination of, or other change in the
Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502; 
  
 (19) any addition to, elimination of, or other change in the
covenants set forth in Article Ten which applies to Securities of the series; 
  
 (20) any proposed listing on any national or foreign securities exchange of the Securities of the series; and 
  
 (21) any other terms of the series. 
  

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 (c) All Securities of any one series shall be substantially identical except as to denomination and
except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to in paragraph (a) above or in any
such indenture supplemental hereto. 
  
 (d) 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. 
  
 (e) With respect to Securities of a series offered in a Periodic Offering, the Board Resolution (or action taken pursuant thereto), Officers’ Certificate or supplemental indenture referred to above may provide
general terms or parameters for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Company in accordance
with other procedures specified in a Company Order as contemplated by Section 303(c). 
  
 (f) Notwithstanding Section 301(b)(2) and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities
of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased. 
  
 (g) The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Eleven. 
  

	Section 302.	Denominations. 

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

	Section 303.	Execution, Authentication, Delivery and Dating. 

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

  

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Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the
Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such
other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or
pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board
Resolutions or Officers’ Certificate pursuant thereto or to a supplemental indenture as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating in effect: 
  
 (1) if the form of such Securities has been established by or pursuant to Board Resolution or Officers’
Certificate pursuant thereto or to a supplemental indenture as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture; 
  
 (2) if the terms of such Securities have been, or in the case of Securities of a series offered in a
Periodic Offering, will be, established by or pursuant to a Board Resolution or Officers’ Certificate pursuant thereto or to a supplemental indenture as permitted by Section 301, that such terms have been, or in the case of Securities of a
series offered in a Periodic Offering, the manner of determining such terms have been, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions
specified in such Opinion of Counsel; 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 binding obligations of the Company,
enforceable in accordance with their terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights
generally, (ii) general principles of equity (regardless of whether enforceability is considered in an action at law or a suit in equity), including the availability of equitable remedies and (iii) procedural requirements of law applicable to the
exercise of creditors’ rights generally. 
  
 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 acceptable to the Trustee. 
  
 (d) (i) Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall 

  

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not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such
series to be issued. 
  
 (ii) With respect to
Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the
Opinion of Counsel and the other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series. 
  
 (e) Each Security shall be dated the date of its authentication. 

 
 (f) No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this Indenture. 
  

	Section 304.	Temporary Securities. 

  
 (a) 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. 
  
 (b) 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 

  

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therefor a like principal amount of definitive Securities of the same series and of a like tenor of authorized denominations. Until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
  

	Section 305.	Registration, Registration of Transfer and Exchange. 

  
 (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office being herein
sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
  
 (b) Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and
tenor. 
  
 (c) At the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
  
 (d) 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. 
  
 (e) 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.

  
 (f) No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1207 not involving any transfer. 
  
 (g) 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 (i) to issue, register the transfer of or 

  

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exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1203 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part. 
  
 (h) 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 custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, no Global Security shall be registered for transfer or exchange, or
authenticated or delivered, pursuant to this Section 305 or Sections 304, 306, 906 or 1207 in the name of a Person other than the Depositary for such Security or its nominee until (i) the Depositary with respect to a Global Security notifies the
Company that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act and the Company notifies the Trustee that it is unable to locate a qualified
successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to
the Securities of such series. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as may be specified as
contemplated by Section 301 for such series, such Global Security may be registered for transfer or exchange for Securities registered in the names of, or authenticated and delivered to, such Persons as the Depositary with respect to such series
shall direct. 
  
 (i) Except as provided in the preceding
paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1207 or otherwise, shall
also be a Global Security and bear the legend specified in Section 204. Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such
Depositary or to another Depositary or a nominee thereof or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or to another Depositary or a nominee thereof. 
  

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

  
 (a) 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. 
  
 (b) 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 

  

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the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

 
 (c) 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 compliance with the foregoing conditions. 
  
 (d) 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. 
  
 (e) Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued hereunder. 
  
 (f) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

  

	Section 307.	Payment of Interest; Interest Rights Preserved. 

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

  
 (b) 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 

  

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the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior
to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Securities of such series at such Holder’s address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following clause (2). 
  
 (2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange 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. 
  
 (c) Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security. 
  

	Section 308.	Persons Deemed Owners. 

  
 (a) 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 premium, if any) and (subject to Section 307) 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. None of the Company, the Trustee, any Paying Agent, any Security
Registrar or any other agent of the Company or any agent of the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form
or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee, any Paying Agent and any Security Registrar and any other agent of the Company and any agent of the Trustee shall be
entitled to deal with any depositary (including any Depositary), and any nominee thereof, that is the Holder of any such global Security for all purposes of this Indenture 

  

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relating to such global Security (including the payment of principal, premium, if any, and interest and Additional Amounts, if any, and the giving of
instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole Holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Company, the
Trustee, any Paying Agent, any Security Registrar or any other agent of the Company or any agent of the Trustee shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such global Security, for the
records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between such depositary and any participant in such depositary or between or among any such
depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security or for any transfers of beneficial interests in any such global Security. 
  
 (b) Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such Global Security or impair, as between such depositary
and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary as a Holder of such Global Security. 
  
 (c) None of the Company, the Trustee or any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. 
  

	Section 309.	Cancellation. 

  
 All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly 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 then normal procedures unless otherwise directed by a Company Order and subject to any applicable record retention requirements of the Commission.

  

	Section 310.	Computation of Interest. 

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

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	Section 311.	CUSIP Numbers. 

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

	Section 401.	Satisfaction and Discharge of Indenture. 

  
 (a) This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except as to any surviving rights of
registration of transfer or exchange of Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such
series, when: 
  
 (1) either 
  
 (A) all Securities of such series theretofore authenticated
and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 
  
 (B) all such Securities of such series 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 

  

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

  
 (3) the Company has delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the relevant series of Securities have been complied
with. 
  
 (b) Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Company to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive. 
  

	Section 402.	Application of Trust Money. 

  
 Subject to provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee. Money so held in trust under this Article Four shall not be subject to the provisions of Article Eleven, provided
the applicable conditions of Section 401 have been satisfied. 
  
 ARTICLE FIVE 
  
 Remedies 
  

	Section 501.	Events of Default. 

  
 “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be occasioned by the provisions of Article Eleven, or be voluntary or involuntary or be 

  

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effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body): 
  
 (1) default in the payment of any
interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or 
  
 (2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or 
  
 (3) default in the deposit of any sinking fund payment, when
and as due by the terms of a Security of that series; 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 a series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
  
 (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of
the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90
consecutive days; or 
  
 (6) the commencement by
the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the
entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of
or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or 
  
 (7) any other Event of Default provided with respect to Securities of that series. 
  

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	Section 502.	Acceleration of Maturity; Rescission and Annulment. 

  
 (a) If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become immediately due and payable. 
  
 (b) 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: 
  
 (i) all overdue interest on all Securities of that series, 
  
 (ii) the principal of (and premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, 
  
 (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in
such Securities, and 
  
 (iv) all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; 
  
 and 
  
 (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 
  
 No such rescission shall affect any subsequent default or impair any right consequent thereon. 
  

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

  
 (a) The Company covenants that if 
  
 (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues
for a period of 30 days, or 
  
 (2) default is
made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 
  
 the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and
interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  
 If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or
any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 
  
 (b) If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect
and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  

	Section 504.	Trustee May File Proofs of Claim. 

  
 (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in
such proceeding or otherwise, 
  
 (i) to file and
prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other 

  

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papers or documents and take any and all actions authorized under the Trust Indenture Act as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 
  
 (ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; 
  
 and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607. 
  
 (b) Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding. 
  

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

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

	Section 506.	Application of Money Collected. 

  
 Any money collected by the Trustee pursuant to this Article and, after an Event of Default shall have occurred, any money or other property distribution
in respect of the Company’s obligations under this Indenture, shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or other property on account of principal (or
premium, if any) 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 (including any predecessor Trustee) under Section 607;

  
 SECOND: Subject to Article Eleven, to the
payment of the amounts then due and unpaid for principal of (and premium, if any) 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 

  

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any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and 
  
 THIRD: The balance, if any, to the Company. 
  
 The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 506. 
  

	Section 507.	Limitation on Suits. 

  
 No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
  
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
series; 
  
 (2) the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
  
 (3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
  
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and 
  
 (5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 
  
 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
  

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

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

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	Section 509.	Restoration of Rights and Remedies. 

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

	Section 510.	Rights and Remedies Cumulative. 

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

	Section 511.	Delay or Omission Not Waiver. 

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

	Section 512.	Control by Holders. 

  
 The Holders of not less than a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that 
  
 (1) such direction shall not be in conflict with any rule of
law or with this Indenture, 
  
 (2) the Trustee
may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 
  
 (3) subject to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 
  

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	Section 513.	Waiver of Past Defaults. 

  
 (a) Subject to Section 502, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may, by notice to the
Trustee, waive an existing or past default with respect to the Securities of such series and its consequences, except a default 
  
 (1) in the payment of principal of (or premium, if any) or interest on any Security of such series, or in the deposit of any sinking fund
payment when and as due, 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. 
  
 (b) Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
  


	Section 514.	Undertaking for Costs. 

  
 All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section (to the extent permitted by law) shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Debenture on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 
  

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	Section 515.	Waiver of 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 stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted. 
  
 ARTICLE SIX 
  
 The Trustee 
  

	Section 601.	Certain Duties and Responsibilities. 

  
 (a) Except during the continuance of an Event of Default with respect to the Securities of any series, 
  
 (1) the Trustee undertakes to perform, with respect to the
Securities of such series, such duties and only such duties as are specifically set forth in this Indenture and the Trust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

 
 (2) in the absence of bad faith on its part, the Trustee
may, with respect to the Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee 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). 
  
 (b) In case an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall exercise, with respect to
the Securities of such series, 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. 
  

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 (c) 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: 
  
 (1) this Subsection shall not be construed to limit the effect of Subsections (a) and (d) of this Section; 
  
 (2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture. 
  
 (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. 
  
 (e) Whether or not therein expressly so provided, every provision of this Indenture or relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section. 
  

	Section 602.	Notice of Defaults. 

  
 If a default known to the Trustee occurs hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Security Register by the time, in the manner, and as and to the extent required by the Trust Indenture Act, notice of such default hereunder, unless such default shall have been
cured or waived; provided, however, that, in the case of any default of the character specified in Section 501(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 603.	Certain Rights of Trustee. 

  
 Subject to the provisions of Section 601: 
  
 (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties; 
  

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 (b) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 
  
 (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers’ Certificate; 
  
 (d)
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; 
  
 (e) 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 the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
  
 (f) 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; 
  
 (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

  
 (h) the Trustee shall not be deemed to have
notice or be charged with knowledge of any default (as defined in Section 602) or Event of Default with respect to the Securities of any series unless written notice of such default or Event of Default, as the case may be, is received by a
Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from the Company, any other obligor upon such Securities or by any Holder of any of such Securities, and such notice references such Securities and this Indenture;

  
 (i) the permissive right of the Trustee under
the Indenture to take or omit to take any action shall not be construed as a duty; 
  

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 (j) the Trustee shall not be liable for any action taken, suffered to exist, or omitted
to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
  
 (k) the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots;
interruptions; loss or malfunctions of utilities; labor disputes; acts of civil or military authority and governmental action; 
  
 (l) the rights, privileges, protections, immunities and benefits afforded to the Trustee hereunder, including, without limitation, its
right to be indemnified, are hereby extended to, and shall be enforceable by, the Trustee in each of its other capacities hereunder, and each agent, custodian and other Person employed to act hereunder; 
  
 (m) the Trustee may request that the Company deliver an
Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign
an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and 
  
 (n) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel; and the
Trustee shall not be liable for any action which it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
  

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

  
 The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 
  

	Section 605.	May Hold Securities. 

  
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the 

  

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Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
  

	Section 606.	Money Held in Trust. 

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

	Section 607.	Compensation and Reimbursement. 

  
 (a) The Company agrees: 
  
 (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
  
 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith; and 
  
 (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability, damage, claim or expense incurred without negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts, or performance of its duties, hereunder, including the costs and expenses (including reasonable attorney’s fees and expenses) of defending itself against any claim (whether asserted by the
Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
  
 (b) As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien for any amounts owing it prior to
the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of particular Securities. 
  
 (c) Without prejudicing any rights available to the Trustee hereunder or under applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or Section 501(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. 
  
 (d) The provisions of this Section shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture for any
reason. 
  

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 “Trustee” for purposes of this Section 607 shall include each predecessor Trustee, the Trustee
in each of its other capacities under this Indenture and each agent, custodian and other Person employed to act hereunder and to each of the respective officers, directors, employees and agents of each of the foregoing; provided, however, that the
negligence or bad faith of any Trustee (including any predecessor Trustee), any such agent, custodian or other Person hereunder or any such officer, director or employee shall not affect the rights of any other Trustee or any such other agent,
custodian or other Person. 
  

	Section 608.	Disqualification; Conflicting Interests. 

  
 The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the
period of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any specific series, this Indenture shall be excluded with
respect to Securities of any series of Securities other than that specific series, and there shall also be excluded the Indenture dated as of May 11, 2004 between the Company and JPMorgan Chase Bank, N.A., (under its then name JPMorgan Chase Bank),
as trustee, and the Indenture dated as of November 26, 2003 between the Company and JPMorgan Chase Bank. Nothing contained herein shall prevent the Trustee from filing the application provided for in the penultimate sentence of Section 310(b) of the
TIA. 
  

	Section 609.	Corporate Trustee Required; Eligibility. 

  
 There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article. 
  

	Section 610.	Resignation and Removal; Appointment of Successor. 

  
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
  
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 60 days after any removal of the Trustee as hereinafter provided or, in the case of resignation of a Trustee, the giving of
such notice of resignation, the removal or resigning Trustee may petition 

  

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any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 (c) The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
  
 (d) If at any time: 
  
 (1) the Trustee shall fail to comply with Section 608(a) after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or 
  
 (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or 
  
 (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all securities, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
  
 (e) If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any Series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of
such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  

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

	Section 611.	Acceptance of Appointment by Successor. 

  
 (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on 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, subject nevertheless to its lien provided for in Section 607. 
  
 (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver 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, subject nevertheless to its lien provided for in Section 607. 
  

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 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) and (b) of this Section, as the case may be. 
  
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article. 
  

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

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

	Section 613.	Preferential Collection of Claims Against Company. 

  
 The Trustee shall comply with Section 311(a) of the Trust Indenture Act with respect to each series of Securities for which it is Trustee. 
  

	Section 614.	Appointment of Authenticating Agent. 

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

  

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its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
  
 (b) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent,
provided that such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
  
 (c) An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall give written notice of such appointment in the manner provided for in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section. 
  
 (d) The Company
agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 
  
 (e) If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 
  
 “This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	 JPMORGAN CHASE BANK, N.A.,

	 as Trustee

		
	 By:
	 	 
	 	 	 As Authenticating Agent

		
	 By:
	 	 
	 	 	 Authorized Officer



  

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 ARTICLE SEVEN

  
 Holders’ Lists and Reports by Trustee and Company

  

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

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

(a) semi-annually, not later than fifteen days after each May 1 and November 1 in each year, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of a date not more than 15 days prior to the time such list is furnished, and 
  
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is furnished; 
  
 excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar; provided that the Company shall not be obligated to provide such a list of Holders at any time that such
list would not differ from the last such list provided by the Company to the Trustee under this Section 701. 
  

	Section 702.	Preservation of Information; Communications to Holders. 

  
 (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list
furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. 
  
 (b) 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. 
  
 (c) 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 the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 702(b). 
  

	Section 703.	Reports by Trustee. 

  
 (a) Within sixty days of each May 15, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as
may be required pursuant 

  

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to Section 313(a) of the Trust Indenture Act in the manner provided pursuant thereto. The Trustee shall also comply with the other provisions of Section 313
of the Trust Indenture Act. 
  
 (b) 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 the Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when the Securities are listed
on any stock exchange and of any delisting thereof. 
  

	Section 704.	Reports by Company. 

  
 The Company shall: 
  
 (1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
  
 (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 
  
 (3) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as
may be required by rules and regulations prescribed from time to time by the Commission. 
  
 ARTICLE EIGHT 
  
 Consolidation, Merger, Conveyance, Transfer or Lease 
  

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

  
 The Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets
to any Person, and the 

  

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Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease all or substantially all of its properties and
assets to the Company, unless: 
  
 (1) in case
the Company shall consolidate with or merge into another Person or convey, transfer or lease all or substantially all of its properties and 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, all or substantially all of the properties and assets of the Company shall be a corporation, partnership or trust organized and 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, the due and punctual payment of the principal of (and premium, if any) and interest on all
the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; 
  
 (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a
Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; 
  
 (3)
if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by
this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and 
  
 (4) the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
  

	Section 802.	Successor Person Substituted. 

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

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 ARTICLE NINE

  
 Supplemental Indentures 
  

	Section 901.	Supplemental Indentures without Consent of Holders. 

  
 Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  
 (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the
Securities; or 
  
 (2) to add to the covenants of the Company for
the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or
to surrender any right or power herein conferred upon the Company; or 
  
 (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such
additional Events of Default are expressly being included solely for the benefit of such series); or 
  
 (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in
bearer form, registerable or not registerable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 
  
 (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities,
provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights
of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or 
  
 (6) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 
  
 (7) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611(b); or 
  
 (8) to add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities or other property other than 

  

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Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such Securities; or 
  
 (9) to qualify or maintain qualification of this Indenture under the Trust
Indenture Act; or 
  
 (10) 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 such action shall not adversely
affect the interests of the Holders of Securities of any series in any material respect. 
  

	Section 902.	Supplemental Indentures with Consent of Holders. 

  
 (a) 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 no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
  
 (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the 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
513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided,
however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1006, or the deletion of this proviso, in
accordance with the requirements of Sections 611(b) and 901(8). 
  

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 (b) A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be
deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  
 (c) It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof. 
  

	Section 903.	Execution of Supplemental Indentures. 

  
 In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, in addition to the documents required by Section 102, 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 904.	Effect of Supplemental Indentures. 

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

	Section 905.	Conformity with Trust Indenture Act. 

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

 

	Section 906.	Reference in Securities to Supplemental Indentures. 

  
 Securities 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. 
  

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	Section 907.	Notice of Supplemental Indenture. 

  
 Promptly after the execution by the Company and the appropriate Trustee of any supplemental indenture pursuant to this Article, the Company shall
transmit, in the manner and to the extent provided in Section 105, to all Holders of any series of the Securities affected thereby, a notice setting forth in general terms the substance of such supplemental indenture; provided, however, that failure
to transmit any such notice or any defect therein shall not affect the validity of any such supplemental indenture. 
  
 ARTICLE TEN 
  
 Covenants 
  

	Section 1001.	Payment of Principal, Premium and Interest. 

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

	Section 1002.	Maintenance of Office or Agency. 

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

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

  
 (a) 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 (and premium, if any) 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 premium, if any) or interest so 

  

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becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or
failure so to act. 
  
 (b) Whenever the Company shall have one or
more Paying Agents for any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of
its action or failure so to act. 
  
 (c) The Company will cause
each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent
will: 
  
 (1) hold all sums held by it for the
payment of the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

  
 (2) give the Trustee notice of any default by
the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on the Securities of that series; and 
  
 (3) at any time during the continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
  
 (d) 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. 
  
 (e) Subject to applicable abandoned property laws, 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 (and premium, if any) or interest
on any Security of any series and remaining unclaimed for one year after such principal (and premium, if any) 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. 
  

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	Section 1004.	Corporate 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 and all licenses and permits material to the normal conduct of its business; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 
  

	Section 1005.	Statement(s) by Officers as to Default. 

  
 (a) 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, covenants and conditions of this Indenture, and if the
Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge, and otherwise complying with the provisions of Section 314(a)(4) of the Trust Indenture Act. 
  
 (b) The Company will deliver to the Trustee promptly upon becoming aware of
any Default or Event of Default an Officers’ Certificate specifying such Default or Event of Default and what action the Company has taken, is taking or proposes to take with respect thereto. 
  

	Section 1006.	Waiver of Certain Covenants. 

  
 The Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth
in any covenant provided pursuant to Section 301(b), 901(2) or 901(5) for the benefit of the Holders of such series or in any of Sections 1002, 1004 and 1005(b), inclusive, if before the time for such compliance the Holders of not less than 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
contemplated by this Section 1006 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. 
  

	Section 1007.	Calculation of Original Issue Discount. 

  
 The Company shall file with the Trustee as promptly as possible after 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 Outstanding 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. 
  

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 ARTICLE ELEVEN

  
 Subordination of Securities 
  

	Section 1101.	Securities Subordinate to Senior Indebtedness. 

  
 (a) The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to Article Four), the payment of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to
the prior payment in full in cash of all Senior Indebtedness. 
  
 (b) This Article Eleven shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders of Senior Indebtedness and such holders
are made obligees hereunder and any one or more of them may enforce such provisions. Holders of Senior Indebtedness need not prove reliance on the subordination provisions hereof. 
  

	Section 1102.	Payment Over of Proceeds Upon Dissolution, Etc. 

  
 (a) Upon any payment or distribution of assets of the Company to creditors upon (i) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its assets, or (ii) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshalling of assets or liabilities of the Company, then and in any such event specified in (i), (ii) or (iii) above (each such event, if
any, herein sometimes referred to as a “Proceeding”), 
  
 (A) the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts due on or to become due on or in respect of all Senior Indebtedness, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character whether in cash, property or securities (including any payment or distribution which may be payable or deliverable to Holders of the Securities made in respect of any other
indebtedness of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of the principal of or interest on the Securities or on
account of any purchase, redemption or other acquisition of Securities by the Company, any Subsidiary of the Company, the Trustee or any Paying Agent, other than sinking fund payments made in Securities properly acquired prior to the occurrence of a
Proceeding (all such payments, distributions, purchases, redemptions and acquisitions, whether or not in connection with a Proceeding, herein referred to, individually and collectively, as a “Securities Payment”); and 
  
 (B) any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holders of the Securities or the Trustee would be entitled but for the provisions of this 

  

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Article Eleven (including, without limitation, any Junior Subordinated Payment) shall be paid by the liquidating trustee or agent or other Person making such
payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture
under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, to the extent necessary to
make payment in full in cash of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment to the holders of such Senior Indebtedness. 
  
 (b) In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security
shall have received in connection with any Proceeding any Securities Payment before all Senior Indebtedness is paid in full or payment thereof provided for in cash, then and in such event such Securities Payment shall be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to
the extent necessary to pay all Senior Indebtedness in full in cash after giving effect to any concurrent payment to or for the holders of Senior Indebtedness. 
  

(c) For purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or
securities” shall not be deemed to include a payment or distribution of stock or securities of the Company provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other corporation provided for by such plan of reorganization or readjustment which stock or securities are subordinated in right of payment to all then outstanding Senior
Indebtedness to substantially the same extent, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation
or dissolution of the Company following the conveyance or transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a Proceeding
for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and assets as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight. 
  

	Section 1103.	No Payment When Senior Indebtedness in Default. 

  
 (a) In the event that any Senior Payment Default (as defined below) shall have occurred, then no Securities Payment shall be made, nor shall any property
of the Company or any Subsidiary of the Company be applied to the purchase, acquisition, retirement or redemption of the Securities, unless and until such Senior Payment Default shall have been cured or waived in writing or shall have ceased to
exist or all amounts then due and payable in respect of such Senior Indebtedness (including amounts that have become and remain due by acceleration) shall 

  

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have been paid in full in cash. “Senior Payment Default” means any default in the payment of principal of (or premium, if any) or interest on any
Senior Indebtedness when due, whether at the Stated Maturity of any such payment or by declaration of acceleration of maturity, call for redemption, mandatory payment or prepayment or otherwise. 
  
 (b) In the event that any Senior Nonmonetary Default (as defined below) shall
have occurred and be continuing, then, upon the receipt by the Company and the Trustee of written notice of such Senior Nonmonetary Default from the holder of such Senior Indebtedness (or the agent, trustee or representative thereof), no Securities
Payment shall be made, nor shall any property of the Company or any Subsidiary of the Company be applied to the purchase, acquisition, retirement or redemption of the Securities, during the period (the “Payment Blockage Period”) commencing
on the date of such receipt of such written notice and ending (subject to any blockage of payments that may then or thereafter be in effect as the result of any Senior Payment Default) on the earlier of (i) the date on which the Senior Indebtedness
to which such Senior Nonmonetary Default relates is discharged or such Senior Nonmonetary Default shall have been cured or waived in writing or shall have ceased to exist and any acceleration of Senior Indebtedness to which such Senior Nonmonetary
Default relates shall have been rescinded or annulled or (ii) the 179th day after the date of such receipt of such written notice. No more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360
consecutive days and there shall be a period of at least 181 consecutive days in each period of 360 consecutive days when no Payment Blockage Period is in effect. Following the commencement of any Payment Blockage Period, the holders of any Senior
Indebtedness will be precluded from commencing a subsequent Payment Blockage Period until the conditions set forth in the preceding sentence are satisfied. For all purposes of this paragraph, no Senior Nonmonetary Default that existed or was
continuing on the date of commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent Payment Blockage Period by
holders of Senior Indebtedness or their representatives unless such Senior Nonmonetary Default shall have been cured for a period of not less than 90 consecutive days. “Senior Nonmonetary Default” means the occurrence or existence and
continuance of any default (other than a Senior Payment Default) or any event which, after notice or lapse of time (or both), would become an Event of Default (other than a Senior Payment Default), under the terms of any instrument or agreement
pursuant to which any Senior Indebtedness is outstanding, permitting (after notice or lapse of time or both) one or more holders of such Senior Indebtedness (or a trustee or agent on behalf of the holders thereof) to declare such Senior Indebtedness
due and payable prior to the date on which it would otherwise become due and payable. 
  
 (c) In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at
or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 
  
 (d) The provisions of this Section shall not apply to any Securities Payment
with respect to which Section 1102 hereof would be applicable. 
  

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	Section 1104.	Payment Permitted If No Default. 

  
 Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent the Company, at any time except during the
pendency of any Proceeding referred to in Section 1102 hereof or under the conditions described in Section 1103 hereof, from making Securities Payments. 
  

	Section 1105.	Subrogation to Rights of Holders of Senior Indebtedness. 

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

	Section 1106.	Provisions Solely to Define Relative Rights. 

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

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	Section 1107.	Trustee to Effectuate Subordination. 

  
 Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Company
whether in bankruptcy, insolvency, receivership proceedings, or otherwise, the timely filing of a claim for the unpaid balance of the indebtedness of the Company owing to such Holder in the form required in such proceedings and the causing of such
claim to be approved. If the Trustee does not file a proper claim at least 30 days before the expiration of the time to file such claim, then the holders of the Senior Indebtedness and their agents, trustees or other representatives are authorized
to do so (but shall in no event be liable for any failure to do so) for and on behalf of the Holders of the Securities. 
  

	Section 1108.	No Waiver of Subordination Provisions. 

  
 (a) No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise charged with. 
  
 (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of
the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iv) release any Person liable in any manner for the collection of Senior Indebtedness; (v) exercise or refrain from exercising any rights against the Company and any other
Person; and (vi) apply any sums received by them to Senior Indebtedness. 
  

	Section 1109.	Notice to Trustee. 

  
 (a) The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by
the Trustee in respect of the Securities or that would end such prohibition. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment to or by the Trustee in respect of the Securities or that would end such prohibition, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company, any
holder of Senior Indebtedness or from any trustee, fiduciary or agent therefore no later than three 

  

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Business Days prior to such payment; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601 hereof,
shall be entitled in all respects to assume that no such facts exist. Unless the Trustee shall have received the notice provided for in the previous sentence, the Trustee shall have full power and authority to receive such money and to apply the
same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such payment date. Any notice required or permitted to be given to the
Trustee by a holder of Senior Indebtedness or by any agent, trustee or representative thereof shall be in writing and shall be sufficient for every purpose hereunder if in writing and shall expressly refer to this Indenture and the section(s) of
this Indenture under which such notice is given. 
  
 (b) Subject
to the provisions of Section 601 hereof, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee, fiduciary or agent therefore) to establish
that such notice has been given by a holder of Senior Indebtedness or a trustee, fiduciary or agent therefor. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held
by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 
  
 (c) Notwithstanding anything else contained herein, no notice, request or other communication to or with the Trustee shall be deemed given unless received
by a Responsible Officer at the Corporate Trust Office. 
  

	Section 1110.	Reliance on Judicial Order or Certificate of Liquidating Agent. 

  
 Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee and the Holders of the Securities shall be entitled to
rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent
or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article, provided that the foregoing shall apply only if
such court has been apprised of the provisions of this Article. 
  

	Section 1111.	Trustee Not Fiduciary for Holders of Senior Indebtedness. 

  
 The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in
good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, 

  

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property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. 
  

	Section 1112.	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights. 

  
 (a) The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. 
  
 (b) Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607 hereof. 
  

	Section 1113.	Article Applicable to Paying Agents. 

  
 In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
“Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided, however, that Section 1111 hereof shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent. 
  
 ARTICLE TWELVE 
  
 Redemption of Securities 
  

	Section 1201.	Applicability of Article. 

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

	Section 1202.	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
301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and 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 (A) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (B) pursuant to an election of
the Company that is subject to a condition 

  

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specified 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 or condition. 
  

	Section 1203.	Selection by Trustee of Securities to Be Redeemed. 

  
 (a) If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed
or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of
the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be
redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in accordance with the preceding sentence. 
  
 (b) The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for
partial redemption, the principal amount thereof to be redeemed. 
  
 (c) The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. 
  
 (d) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 
  

	Section 1204.	Notice of Redemption. 

  
 Notice of redemption shall be given in the manner provided in Section 106 not less than 30 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. 
  
 All notices of redemption shall state: 
  
 (1) the Redemption Date, 
  

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 (2) the Redemption Price or, if not then ascertainable, the manner of calculation thereof, 
  
 (3) if less than all the Outstanding Securities of any series consisting of
more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of
any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed, 
  
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest
thereon will cease to accrue on and after said date, 
  
 (5) the
place or places where such Securities are to be surrendered for payment of the Redemption Price, 
  
 (6) the CUSIP, ISIN or other similar numbers, and that no representation is made as to the accuracy or correctness of the CUSIP, ISIN or other similar
number, if any, listed on such notice or printed on such Security or Securities, and 
  
 (7) that the redemption is for a sinking fund, if such is the case. 
  
 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.

  

	Section 1205.	Deposit of Redemption Price. 

  
 On or prior to 10:00 a.m., prevailing local time at the Place of Payment, on any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date unless otherwise specified as contemplated by Section 301) accrued interest on, all the Securities which are to be redeemed on that date. 
  

	Section 1206.	Securities Payable on Redemption Date. 

  
 Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption Date 

  

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shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307. 
  
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

  

	Section 1207.	Securities Redeemed in Part. 

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

	Section 1301.	Applicability of Article. 

  
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series. 
  
 The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section
1302. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
  

	Section 1302.	Satisfaction of Sinking Fund Payments with Securities. 

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

  

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been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
  

	Section 1303.	Redemption of Securities for Sinking Fund. 

  
 Not less than 90 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to Section 1302 and stating the basis for such credit and that such Securities have not been previously so credited and will also deliver to the Trustee any Securities to be so
delivered. Not less than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1203 and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner provided in Section 1204. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1206 and
1207. 
  
 ARTICLE FOURTEEN 
  
 Defeasance and Covenant Defeasance 
  

	Section 1401.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. 

  
 If pursuant to Section 301 provision is made for either or both of (a) Defeasance of the Securities of a series under
Section 1402 or (b) Covenant Defeasance of the Securities of a series under Section 1403, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article Fourteen, shall be applicable to the
Securities of such series, and the Company may at its option, at any time, with respect to the Securities of such series, elect to have either Section 1402 (if applicable) or Section 1403 (if applicable) be applied to the Outstanding Securities of
such series upon compliance with the conditions set forth below in this Article Fourteen. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. 
  

	Section 1402.	Defeasance and Discharge. 

  
 Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be,
the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section, and the provisions of Article Eleven shall cease to be effective, on and after the date the conditions set forth in
Section 1404 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 

  

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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 1404 and as more fully set forth
in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, 
  
 (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, 
  
 (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder, and 
  
 (4) this Article
Fourteen. 
  
 Subject to compliance with this Article Fourteen, the Company may
exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1403 applied to such Securities. 
  

	Section 1403.	Covenant Defeasance. 

  
 Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be,

  
 (1) the Company shall be released from its
obligations under Section 801(3) and any covenants provided pursuant to Section 301(b)(19), 901(2) or 901(7) for the benefit of the Holders of such Securities, and 
  
 (2) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 801(3) and any
such covenants provided pursuant to Section 301(b)(19), 901(2) or 901(7)), and 501(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 1404 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly, by reason of any reference elsewhere herein to any such
specified Section or by reason of any reference in any such specified Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. Following a Covenant
Defeasance, payment of the Securities of such series may not be accelerated because of or by reference to the Sections specified above in this Section 1403. 
  

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	Section 1404.	Conditions to Defeasance or Covenant Defeasance. 

  
 The following shall be the conditions precedent to application of either Section 1402 or Section 1403 to the Outstanding Securities of such series:

  
 (1) the Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, 
  
 (i) money in an amount, or 
  
 (ii) 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 
  
 (iii) a combination thereof, 
  
 sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (in case U.S. Government Obligations have so been deposited), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest
on the Outstanding Securities of such series to maturity or redemption, as the case may be, and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof. Before
such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article Eleven, which shall be given effect in applying the foregoing. For this purpose,
“U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal
of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such
depositary receipt. 
  
 (2) In the event of an election to have
Section 1402 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an 

  

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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 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 1403 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 of such Securities will not recognize gain or loss for federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. 
  
 (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of
the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. 
  
 (5) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series
shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as subsections 501(5) and (6) are concerned, at any time during the period ending on the 90th day after the date of such deposit or, if longer, ending on the day
following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (B) is a condition subsequent and shall not be deemed satisfied until the
expiration of such period). 
  
 (6) Such Defeasance or Covenant
Defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in Section 608 or for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust
arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. 
  
 (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound. 
  
 (8) No event or condition shall exist that, pursuant to the provisions of Article Eleven, would prevent the Company from making payments of the principal of (and any premium) or interest on the Securities of such
series on the date of such deposit. 
  
 (9) The Company shall have
delivered to the Trustee an Opinion of Counsel substantially to the effect that (i) the trust funds deposited pursuant to this Section will not be 

  

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subject to any rights of holders of Senior Indebtedness, including those arising under Article Eleven, and (ii) after the 90th day following the deposit, the
trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, except that if a court were to rule under any such law in any case or proceeding that
the trust funds remained property of the Company, no opinion is given as to the effect of such laws on the trust funds except the following: (A) assuming such trust funds remained in the possession of the trustee with whom such funds were deposited
prior to such court ruling to the extent not paid to Holders of such Securities, such trustee would hold, for the benefit of such Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise,
(B) such Holders would be entitled to receive adequate protection of their interests in such trust funds if such trust funds were used and (C) no property, rights in property or other interests granted to such trustee for the Trustee or such Holders
in exchange for or with respect to any such funds would be subject to any prior rights of holders of Senior Indebtedness, including those arising under Article Eleven. 
  
 (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to either the Defeasance under Section 1402 or the Covenant Defeasance under Section 1403 (as the case may be) have been complied with. 
  

	Section 1405.	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 

  
 (a) Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee—collectively, for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in respect of the
Outstanding Securities of such series 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 Paying Agent (but not 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 premium, if any) and interest, but such money need not be segregated from
other funds except to the extent required by law. Money and U.S. Government Obligations (including the proceeds thereof) so held in trust shall not be subject to the provisions of Article Eleven, provided that the applicable conditions of Section
1404 have been satisfied. 
  
 (b) The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 1404 or the principal and interest received in respect thereof. 
  
 (c) Anything herein 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 1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee (in case U.S. Government Obligations are so being held by the Trustee), 

  

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are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. 
  

	Section 1406.	Reinstatement. 

  
 If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 1402 or 1403 by reason of any order or judgment or any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this
Article Fourteen until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1402 or 1403; provided, however, that if the Company makes any payment of principal of (and premium, if any) any such
Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or the Paying Agent. 
  

	Section 1407.	Qualifying Trustee. 

  
 Any trustee appointed pursuant to Section 1404 for the purpose of holding trust funds deposited pursuant to that Section shall be appointed under a
written agreement not inconsistent with the provisions of this Indenture, and the Company shall provide to the Trustee an Officers’ Certificate and an Opinion of Counsel, upon which certificate and opinion the Trustee shall be entitled to
conclusively rely, that all conditions precedent provided for herein to the related Defeasance or Covenant Defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee. 
  
 * * * * * 
  
 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. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written. 
  

			
	 LANDAMERICA FINANCIAL GROUP, INC.

		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	 JPMORGAN CHASE BANK, N.A.
as Trustee

		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

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