Exhibit 4.1


 





 



 


AMERICAN INTERNATIONAL GROUP, INC.


 





 



 


Thirty-Eighth
Supplemental


 


Indenture


 


Dated as of March 15, 2019


 





 



 


(Supplemental to Indenture Dated as of October
12, 2006)


 





 



 


THE BANK OF NEW YORK MELLON,


as Trustee


 





 



 




    	 	 	 



     


    

 


THIRTY-EIGHTH SUPPLEMENTAL INDENTURE, dated
as of March 15, 2019 (the “Thirty-Eighth Supplemental Indenture”), between American International Group, Inc., a corporation
duly organized and existing under the laws of the State of Delaware (herein called the “Company”), and The Bank of
New York Mellon, a New York banking corporation, as Trustee (herein called “Trustee”);


 


RECITALS:


 


WHEREAS, the Company has heretofore executed
and delivered to The Bank of New York Mellon, as trustee, an Indenture, dated as of October 12, 2006 (the “Base Indenture”),
as supplemented by the Fourth Supplemental Indenture, dated as of April 18, 2007 (the “Fourth Supplemental Indenture”),
and the Eighth Supplemental Indenture, dated as of December 3, 2010 (the “Eighth Supplemental Indenture”, and, together
with the Base Indenture and the Fourth Supplemental Indenture, the “Existing Indenture”), providing for the issuance
from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein and therein called
the “Securities”), to be issued in one or more series; and the Existing Indenture, as may be amended or supplemented
from time to time, including by this Thirty-Eighth Supplemental Indenture, is hereinafter referred to as the “Indenture”;


 


WHEREAS, Section 901 of the Existing Indenture
permits the Company and the Trustee to enter into an indenture supplemental to the Existing Indenture to establish the form and
terms of additional series of Securities;


 


WHEREAS, Sections 201, 301 and 901 of the Existing
Indenture permit the form and the terms of Securities of any additional series of Securities to be established pursuant to an indenture
supplemental to the Existing Indenture;


 


WHEREAS, the Company has authorized the issuance
of $600,000,000 in aggregate principal amount of its 4.250% Notes Due 2029 (the “Notes”);


 


WHEREAS, the Notes will be established as a
series of Securities under the Indenture;


 


WHEREAS, pursuant to resolutions of (i) the
Board of Directors of the Company adopted at a meeting duly called on September 14, 2010, approving certain additional covenants
made by the Company, and (ii) the Risk and Capital Committee of the Board of Directors of the Company adopted at a meeting duly
called on February 6, 2017, the Company has duly authorized the execution and delivery of this Thirty-Eighth Supplemental Indenture
to establish the form and terms of the Notes; and


 


WHEREAS, all things necessary to make this Thirty-Eighth
Supplemental Indenture a valid and legally binding agreement according to its terms have been done;


 




    	 	 	 



     


    

  


NOW, THEREFORE, THIS THIRTY-EIGHTH SUPPLEMENTAL
INDENTURE WITNESSETH:


 


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


 


ARTICLE
ONE


 


DEFINITIONS
AND OTHER PROVISIONS


OF
GENERAL APPLICATION


 


		Section 1.1	Relation to Existing Indenture



 


This Thirty-Eighth Supplemental Indenture constitutes
a part of the Indenture (the provisions of which, as modified by this Thirty-Eighth Supplemental Indenture, shall apply to the
Notes) in respect of the Notes, and shall not modify, amend or otherwise affect the Existing Indenture insofar as it relates to
any other series of Securities or affect in any manner the terms and conditions of the Securities of any other series.


 


		Section 1.2	Definitions



 


For all purposes of this Thirty-Eighth Supplemental
Indenture, the capitalized terms used herein (i) which are defined in the recitals or introductory paragraph hereof have the respective
meanings assigned thereto in the applicable provision of the recitals and introductory paragraph, and (ii) which are defined in
the Existing Indenture (and which are not defined in the recitals or introductory paragraph hereof) have the respective meanings
assigned thereto in the Existing Indenture. For all purposes of this Thirty-Eighth Supplemental Indenture:


 


All references herein to Articles and Sections,
unless otherwise specified, refer to the corresponding Articles and Sections of this Thirty-Eighth Supplemental Indenture; and


 


The terms “herein”, “hereof”,
and “hereunder” and words of similar import refer to this Thirty-Eighth Supplemental Indenture.


 


ARTICLE
TWO


 


GENERAL
TERMS AND CONDITIONS OF THE NOTES


 


		Section 2.1	Forms of Notes Generally



 


The Notes shall be in substantially the forms
set forth in this Article with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by the Existing Indenture and this Thirty-Eighth Supplemental 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
thereto, or as may, consistent with the Existing Indenture and this Thirty-Eighth Supplemental Indenture, be determined by the
officers executing such Notes, as evidenced by their execution of such Notes.


 




    	 	-2-	 



     


    

  


The Notes shall be issued initially in the form
of the Global Notes, registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian for the
Depositary, for credit by the Depositary to the respective accounts of beneficial owners of the Notes represented thereby (or such
other accounts as they may direct). Each such Global Note will constitute a single Security for all purposes of the Indenture.


 


		Section 2.2	Form of Notes



 


The Notes shall be in substantially the form
of Annex A to this Thirty-Eighth Supplemental Indenture.


 


		Section 2.3	Form of Trustee’s Certificate of Authentication
of the Notes



 


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


 


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


 


Dated:


 


	 	THE BANK OF NEW YORK MELLON
	 	As Trustee


 


	 	By: 	 
	 	 	Authorized Signatory


 


		Section 2.4	Title and Terms



 


Pursuant to Sections 201 and 301 of the Indenture,
there is hereby established a series of Securities, the terms of which shall be as follows:


 


(a)          Designation.
The Notes shall be known and designated as the “4.250% Due 2029.”


 


(b)          Aggregate
Principal Amount. The aggregate principal amount of the Notes that may be authenticated and delivered under this Thirty-Eighth
Supplemental Indenture is initially limited to $600,000,000, except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes issued pursuant to Section 304, 305, 306, 906, 1107 or 1203 of the
Existing Indenture. The Company may, without the consent of the Holders of the Notes, issue additional notes of this series in
an unlimited amount having the same ranking, interest rate, Stated Maturity, CUSIP and ISIN numbers and terms as to status, redemption
or otherwise as the Notes (other than dates as to issuance and the initial accrual of interest), in which event such notes and
the Notes shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and
redemptions.


 




    	 	-3-	 



     


    

  


(c)          Interest
and Maturity. The Stated Maturity of the Notes shall be March 15, 2029 and the Notes shall bear interest and have such other
terms as are described in the form of Note attached as Annex A to this Thirty-Eighth Supplemental Indenture.


 


(d)          Redemption.
 The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision,
or at the option of a Holder thereof. The Notes shall be redeemable at the election of the Company from time to time, in whole
or in part, at the times and at the prices specified in the form of Note attached as Annex A to this Thirty-Eighth Supplemental
Indenture. Notice of redemption shall be transmitted not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Notes to be redeemed at his address appearing in the Security Register.


 


(e)          Defeasance.
The Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Existing Indenture and the defeasance
of certain obligations and certain events of default provisions of Section 1303 of the Existing Indenture.


 


(f)           Denominations.
The Notes shall be issuable only in fully registered form without coupons and only in denominations of $2,000 and multiples of
$1,000 in excess thereof.


 


(g)          Authentication
and Delivery. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Existing
Indenture.


 


(h)          Additional
Covenant and Amendment to the Base Indenture. The additional covenant of the Company and amendment to the Base Indenture, each
as set forth in Article III of the Eighth Supplemental Indenture, shall apply to the Notes.


 


(i)           Depositary.
With respect to Notes issuable or issued in whole or in part in the form of one or more Global Notes, the Depositary shall be The
Depository Trust Company, for so long as it shall be a clearing agency registered under the Exchange Act, or such successor (which
shall be a clearing agency registered under the Exchange Act) as the Company shall designate from time to time in an Officers’
Certificate delivered to the Trustee.


 




    	 	-4-	 



     


    

  


		Section 2.5	Exchanges of Global Note for Non-Global Note



 


Notwithstanding any other provision in this
Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole
or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless
(A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue
as Depositary for such Global Note and the Company does not appoint another institution to act as Depositary within 90 days, (B)
there shall have occurred and be continuing an Event of Default with respect to such Global Note, or (C) the Company so directs
the Trustee by a Company Order.


 


ARTICLE
THREE


 


MISCELLANEOUS


 


		Section 3.1	Relationship to Existing Indenture



 


This Thirty-Eighth Supplemental Indenture is
a supplemental indenture within the meaning of the Existing Indenture. The Existing Indenture, as supplemented and amended by this
Thirty-Eighth Supplemental Indenture, is in all respects ratified, confirmed and approved and, with respect to the Notes, the Existing
Indenture, as supplemented and amended by this Thirty-Eighth Supplemental Indenture, shall be read, taken and construed as one
and the same instrument.


 


		Section 3.2	Modification of the Existing Indenture



 


Except as expressly modified by this Thirty-Eighth
Supplemental Indenture, the provisions of the Existing Indenture shall govern the terms and conditions of the Notes.


 


		Section 3.3	Governing Law



 


This instrument shall be governed by, and construed
in accordance with, the laws of the State of New York.


 


		Section 3.4	Counterparts



 


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.


 


		Section 3.5	Trustee Makes No Representation



 


The recitals contained herein are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this Thirty-Eighth Supplemental Indenture other than its certificates of authentication.


 




    	 	-5-	 



     


    

 


In Witness
Whereof, the parties hereto have caused this Thirty-Eighth Supplemental Indenture to be duly executed all as of the day
and year first above written.


 


	 	 	AMERICAN INTERNATIONAL GROUP, INC.


 


	 	 	By:	/s/ Alon Neches
	 	 	 	Name:  	Alon Neches
	 	 	 	Title:   	 Vice President and Treasurer


 


	Attest:	 	 
	 	 	 
	/s/ Christopher B. Chorengel	 	 


 


	 	 	THE BANK OF NEW YORK MELLON, 
	 	 	as Trustee


 


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


 


[Signature Page to Thirty-Eighth Supplemental
Indenture] 


 




    	 	 	 



     


    

 


ANNEX A 


FORM OF THE NOTES


 


THIS NOTE 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 OF A DEPOSITARY. THIS
NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE 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.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO AMERICAN INTERNATIONAL
GROUP, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO. (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


EACH PURCHASER AND TRANSFEREE OF THIS NOTE BY
ITS ACCEPTANCE HEREOF REPRESENTS THAT EITHER (A) IT IS NOT ACQUIRING THIS SECURITY WITH THE ASSETS OF (1) ANY “EMPLOYEE BENEFIT
PLAN” (SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), INDIVIDUAL
RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” WITHIN THE MEANING OF ERISA BY REASON
OF THE INVESTMENT BY SUCH PLANS OR ACCOUNTS THEREIN OR (2) ANY GOVERNMENTAL OR NON-U.S. PLAN SUBJECT TO ANY FEDERAL, STATE, LOCAL,
NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF THE CODE OR ERISA (COLLECTIVELY, “SIMILAR LAWS”)
OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE DOES NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA, THE CODE,
OR ANY SIMILAR LAWS. SUCH HOLDER FURTHER REPRESENTS AND COVENANTS THAT THROUGHOUT THE PERIOD IT HOLDS THIS NOTE, THE FOREGOING
REPRESENTATIONS SHALL BE TRUE.


 




    	 	 	 



     


    

  


AMERICAN INTERNATIONAL GROUP, INC.


 


4.250% NOTES DUE 2029


 


No. [●]


CUSIP No.: 026874 DN4


[●]


 


AMERICAN INTERNATIONAL GROUP, INC., a corporation
duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or its registered
assigns, the principal sum of [●] Dollars ($[●]) on March 15, 2029, and to pay interest thereon from March 15, 2019,
or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually
in arrears on each March 15 and September 15 (each such date, an “Interest Payment Date”), commencing on September
15, 2019, at the rate of 4.250% per annum, until the principal hereof is paid or made available for payment. 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 Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for
such interest, which shall be March 1 or September 1 (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 Note (or one or more Predecessor Notes) 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 which shall be given to Holders of Notes 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 Notes
may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Interest shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.


 


In the event that an Interest Payment Date is
not a Business Day, the Company shall pay interest on the next succeeding Business Day, with the same force and effect as if made
on the Interest Payment Date, and without any interest or other payment with respect to the delay. If the Stated Maturity or earlier
Redemption Date falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest need not be
made on such date, but may be made on the next succeeding Business Day, with the same force and effect as if made on the Stated
Maturity or earlier Redemption Date, provided that no interest shall accrue for the period from and after such Stated Maturity
or earlier Redemption Date.


 




    	 	 	 



     


    

  


Payment of the principal of and premium, if any,
and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, which shall initially be the Corporate Trust Office, 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.


 


Reference is hereby made to the further provisions
of this Note 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 Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 




    	 	 	 



     


    

  


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


 


Dated: March 15, 2019


 


	 	 	AMERICAN INTERNATIONAL GROUP, INC.


 


	 	 	By:	





	 	 	Name:	Alon Neches
	 	 	Title:	Vice President and Treasurer


 


	Attest:	 	 
	 	 	 
	 	 	 


 




    	 	 	 



     


    

  


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


 


Dated: March 15, 2019


 


	 	 	THE BANK OF NEW YORK MELLON
	 	 	As Trustee


 


	 	 	By: 	 
	 	 	 	Authorized Signatory


 




    	 	 	 



     


    

  


[Reverse of the Notes]


 


This Note is one of a duly authorized issue of
securities of the Company (herein called the “Notes”), designated as its 4.250% Notes Due 2029, issued and to be issued
in one or more series under an Indenture, dated as of October 12, 2006, as supplemented by the Fourth Supplemental Indenture, dated
as of April 18, 2007, the Eighth Supplemental Indenture, dated as of December 3, 2010, and the Thirty-Eighth Supplemental Indenture,
dated as of March 15, 2019 (as so supplemented, the “Indenture,” which term shall have the meaning assigned to it in
such instrument), between the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is one of the series designated on the face hereof.


 


The Notes of this series are subject to redemption
at any time, in whole or in part, at the election of the Company, upon not less than 30 nor more than 60 days’ notice given
as provided in the Indenture, at a Redemption Price equal to (A) in the case of a Redemption Date prior to December 15, 2028, the
greater of (i) 100% of the principal amount, together with accrued and unpaid interest to, but excluding, the Redemption Date,
and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) (assuming for such
purpose that the Notes mature on December 15, 2028) discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus accrued and unpaid interest to,
but excluding, the Redemption Date; or (B) in the case of a Redemption Date on or after December 15, 2028, 100% of the principal
amount, together with accrued and unpaid interest to, but excluding, the Redemption Date.


 


The definitions of certain terms used in the paragraph
above are listed below.


 


“Adjusted Treasury Rate” means, with
respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.


 


“Comparable Treasury Issue” means
the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes (assuming
for such purpose that the Notes mature on December 15, 2028) that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.


 




    	 	 	 



     


    

  


“Comparable Treasury Price” means,
with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such Redemption Date.


 


“Quotation Agent” means AIG Markets,
Inc. or any other firm appointed by the Company, acting as quotation agent for the Notes. Any successor or substitute Quotation
Agent may be an Affiliate of the Company.


 


“Reference Treasury Dealer” means
(i) each of Barclays Capital Inc. and Citigroup Global Markets Inc. and one Primary Treasury Dealer (as defined below) selected
by U.S. Bancorp Investments, Inc., or the respective successor of any of the foregoing; provided, however, that if
any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Person that is a Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Quotation Agent after consultation with the Company.


 


“Reference Treasury Dealer Quotations”
means with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent,
of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. on the third Business Day preceding such
Redemption Date.


 


In the event of redemption of the Notes in part
only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.


 


The Notes of this series do not have the benefit
of any sinking fund obligation and are not subject to repurchase at the option of the Holders.


 


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


 


If an Event of Default with respect to Notes of
this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.


 




    	 	 	 



     


    

  


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note 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 Note.


 


As provided in and subject to the provisions of
the Indenture, the Holder of this Note 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 Notes of this series, the Holders of not less than
25% in principal amount of the Notes 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 Notes 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 Note for the enforcement
of any payment of principal hereof or premium, if any, or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and premium, if any, or interest on this Note 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 Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place where the principal of and premium, if any, or interest
on this Note 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 Notes 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 Notes of this series are issuable only in
fully registered form without coupons in denominations of $2,000 and any multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes of this series are exchangeable for a like aggregate
principal amount of Notes 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 Note 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 Note
is registered as the owner hereof for all purposes, whether or not this Note 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 Note which are defined
in the Indenture shall have the meaning assigned to them in the Indenture.