EX-4.(r)



 EXHIBIT 4(r) 
  

 
 ALCOA INC. 

TO 
 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. 
 AS TRUSTEE 
  

 
 INDENTURE 

DATED AS OF                  , 20     

$         

[(SUBJECT TO AN INCREASE OF UP TO $         IF 

AN OVER-ALLOTMENT OPTION IS EXERCISED)] 

% [CONVERTIBLE] SUBORDINATED DEBENTURES      

DUE             , 20     

 
  








 EXHIBIT 4(r) 
  

 Reconciliation and tie between the Trust Indenture Act of 1939 (including cross-references to
provisions of Sections 310 to and including 317 which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern the Indenture whether or not physically contained
therein) and the Indenture, dated as of                  , 20    . 
  

					
	Trust Indenture Act Section	  	Indenture Section	 
		
	 (S) 310(a)(1), (2) and (5)
	  	 	6.9	  
	             (a)(3)
	  	 	Not Applicable	  
	             (a)(4)
	  	 	Not Applicable	  
	             (b)
	  	 	6.8	  
		  	 	6.10	  
	             (c)
	  	 	Not Applicable	  
	 (S) 311(a)
	  	 	6.13	  
	             (b)
	  	 	6.13	  
	             (b)(2)
	  	 	7.3(a)	  
		  	 	7.3(a)	  
	 (S) 312(a)
	  	 	7.1	  
		  	 	7.2(a)	  
	             (b)
	  	 	7.2(b)	  
	             (c)
	  	 	7.2(c)	  
	 (S) 313 (a)
	  	 	7.3(a), 7.3(b)	  
	             (b)
	  	 	7.3(a)	  
	             (c)
	  	 	7.3(a)	  
	             (d)
	  	 	7.3(c)	  
	 (S) 314(a)(1), (2), (3) and (4)
	  	 	7.4	  
	             (b)
	  	 	Not Applicable	  
	             (c)(1)
	  	 	1.2	  
	             (c)(2)
	  	 	1.2	  
	             (c)(3)
	  	 	Not Applicable	  
	             (d)
	  	 	Not Applicable	  
	             (e)
	  	 	1.2	  
	             (f)
	  	 	Not Applicable	  
	 (S) 315(a)
	  	 	6.1(a)	  
	             (b)
	  	 	6.2	  
	             (c)
	  	 	6.1(b)	  
	             (d)
	  	 	6.1(c)	  
	             (d)(1)
	  	 	6.1(a)(1)	  
	             (d)(2)
	  	 	6.1(c)(2)	  
	             (d)(3)
	  	 	6.1(c)(3)	  
	             (e)
	  	 	5.14	  
	 (S) 316(a)
	  	 	5.12	  
	             (a)(1)(B)
	  	 	5.13	  
	             (a)(2)
	  	 	Not Applicable	  
	             (b)
	  	 	5.8	  









					
	             (c)
	  	 	1.4(f)	  
	 (S) 317(a)(1)
	  	 	5.3	  
	             (a)(2)
	  	 	5.4	  
	             (b)
	  	 	10.3	  
	 (S) 318(a)
	  	 	1.7	  

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








							
	 Article I          DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
	  	 	1	  
			
	 Section 1.1
	 	 Definitions
	  	 	1	  
			
	 Section 1.2
	 	 Compliance Certificate and Opinions
	  	 	10	  
			
	 Section 1.3
	 	 Forms of Documents Delivered to Trustee
	  	 	11	  
			
	 Section 1.4
	 	 Acts of Holders
	  	 	11	  
			
	 Section 1.5
	 	 Notices, Etc to Trustee and Company
	  	 	12	  
			
	 Section 1.6
	 	 Notice to Holders; Waiver
	  	 	12	  
			
	 Section 1.7
	 	 Conflict with Trust Indenture Act
	  	 	13	  
			
	 Section 1.8
	 	 Effect of Headings and Table of Contents
	  	 	13	  
			
	 Section 1.9
	 	 Successors and Assigns
	  	 	13	  
			
	 Section 1.10
	 	 Separability Clause
	  	 	13	  
			
	 Section 1.11
	 	 Benefits of Indenture
	  	 	13	  
			
	 Section 1.12
	 	 Governing Law
	  	 	13	  
			
	 Section 1.13
	 	 Non-Business Days
	  	 	13	  
		
	 Article II         DEBENTURE FORM
	  	 	14	  
			
	 Section 2.1
	 	 Forms Generally
	  	 	14	  
			
	 Section 2.2
	 	 Form of Face of Debenture
	  	 	14	  
			
	 Section 2.3
	 	 Form of Reverse of Debenture
	  	 	15	  
			
	 Section 2.4
	 	 Additional Provisions Required in Global Security
	  	 	22	  
			
	 Section 2.5
	 	 Form of Trustee’s Certificate of Authentication
	  	 	22	  
			
	 Section 2.6
	 	 Initial Issuance to Property Trustee
	  	 	22	  
		
	 Article III        THE DEBENTURES
	  	 	22	  
			
	 Section 3.1
	 	 Amount of Debentures
	  	 	22	  
			
	 Section 3.2
	 	 Denominations
	  	 	23	  
			
	 Section 3.3
	 	 Execution, Authentication, Delivery and Dating
	  	 	23	  
			
	 Section 3.4
	 	 Temporary Debentures
	  	 	23	  
			
	 Section 3.5
	 	 Registration, Transfer and Exchange
	  	 	24	  
			
	 Section 3.6
	 	 Mutilated, Destroyed, Lost and Stolen Debentures
	  	 	25	  
			
	 Section 3.7
	 	 Payment of Interest; Interest Rights Preserved
	  	 	26	  
			
	 Section 3.8
	 	 Persons Deemed Owners
	  	 	27	  
			
	 Section 3.9
	 	 Cancellation
	  	 	27	  
			
	 Section 3.10
	 	 Computation of Interest
	  	 	27	  


  
 i 









							
			
	 Section 3.11
	 	 Deferrals of Interest Payment Dates
	  	 	27	  
			
	 Section 3.12
	 	 Right of Set-off
	  	 	28	  
			
	 Section 3.13
	 	 Agreed Tax Treatment
	  	 	28	  
			
	 Section 3.14
	 	 CUSIP Numbers
	  	 	28	  
			
	 Section 3.15
	 	 Global Security
	  	 	28	  
		
	 Article IV        SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED
MONEYS
	  	 	30	  
			
	 Section 4.1
	 	 Satisfaction and Discharge of Indenture
	  	 	30	  
			
	 Section 4.2
	 	 Application by Trustee of Funds Deposited for Payment of Debentures
	  	 	33	  
			
	 Section 4.3
	 	 Repayment of Moneys Held by Paying Agent
	  	 	33	  
			
	 Section 4.4
	 	 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three Years
	  	 	33	  
			
	 Section 4.5
	 	 Indemnity for Government Obligations
	  	 	34	  
		
	 Article V         REMEDIES
	  	 	34	  
			
	 Section 5.1
	 	 Events of Default
	  	 	34	  
			
	 Section 5.2
	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	35	  
			
	 Section 5.3
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	36	  
			
	 Section 5.4
	 	 Trustee May File Proofs of Claim
	  	 	37	  
			
	 Section 5.5
	 	 Trustee May Enforce Claim Without Possession of Debentures
	  	 	37	  
			
	 Section 5.6
	 	 Application of Money Collected
	  	 	37	  
			
	 Section 5.7
	 	 Limitation on Suits
	  	 	38	  
			
	 Section 5.8
	 	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	 	39	  
			
	 Section 5.9
	 	 Restoration of Rights and Remedies
	  	 	39	  
			
	 Section 5.10
	 	 Rights and Remedies Cumulative
	  	 	39	  
			
	 Section 5.11
	 	 Delay or Omission Not Waiver
	  	 	39	  
			
	 Section 5.12
	 	 Control by Holders
	  	 	40	  
			
	 Section 5.13
	 	 Waiver of Past Defaults
	  	 	40	  
			
	 Section 5.14
	 	 Undertaking for Costs
	  	 	41	  
			
	 Section 5.15
	 	 Waiver of Usury, Stay, or Extension Laws
	  	 	41	  









							
		
	 Article VI        THE TRUSTEE
	  	 	41	  
			
	 Section 6.1
	 	 Certain Duties and Responsibilities
	  	 	41	  
			
	 Section 6.2
	 	 Notice of Defaults
	  	 	42	  
			
	 Section 6.3
	 	 Certain Rights of Trustee
	  	 	43	  
			
	 Section 6.4
	 	 Not Responsible for Recitals or Issuance of Debentures
	  	 	44	  
			
	 Section 6.5
	 	 May Hold Debentures
	  	 	44	  
			
	 Section 6.6
	 	 Money Held in Trust
	  	 	44	  
			
	 Section 6.7
	 	 Compensation and Reimbursement
	  	 	44	  
			
	 Section 6.8
	 	 Disqualification; Conflicting Interests
	  	 	45	  
			
	 Section 6.9
	 	 Corporate Trustee Required; Eligibility
	  	 	45	  
			
	 Section 6.10
	 	 Resignation and Removal; Appointment of Successor
	  	 	46	  
			
	 Section 6.11
	 	 Acceptance of Appointment by Successor
	  	 	47	  
			
	 Section 6.12
	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	47	  
			
	 Section 6.13
	 	 Preferential Collection of Claims Against Company
	  	 	47	  
			
	 Section 6.14
	 	 Appointment of Authenticating Agent
	  	 	48	  
		
	 Article VII       HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	 	49	  
			
	 Section 7.1
	 	 Company to Furnish Names and Addresses of Holders
	  	 	49	  
			
	 Section 7.2
	 	 Preservation of Information; Communications to Holders
	  	 	49	  
			
	 Section 7.3
	 	 Reports by Trustee
	  	 	50	  
			
	 Section 7.4
	 	 Reports by Company
	  	 	50	  
		
	 Article VIII     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	 	50	  
			
	 Section 8.1
	 	 Company May Consolidate, Etc., Only on Certain Terms
	  	 	50	  
			
	 Section 8.2
	 	 Successor Corporation Substituted
	  	 	51	  
		
	 Article IX        SUPPLEMENTAL INDENTURES
	  	 	52	  
			
	 Section 9.1
	 	 Supplemental Indentures Without Consent of Holders
	  	 	52	  
			
	 Section 9.2
	 	 Supplemental Indentures with Consent of Holders
	  	 	53	  
			
	 Section 9.3
	 	 Execution of Supplemental Indentures
	  	 	54	  
			
	 Section 9.4
	 	 Effect of Supplemental Indentures
	  	 	54	  
			
	 Section 9.5
	 	 Conformity with Trust Indenture Act
	  	 	54	  
			
	 Section 9.6
	 	 Reference in Debentures to Supplemental Indentures
	  	 	54	  
		
	 Article X         COVENANTS
	  	 	54	  
			
	 Section 10.1
	 	 Payment of Principal, Premium and Interest
	  	 	54	  
			
	 Section 10.2
	 	 Maintenance of Office or Agency
	  	 	54	  
			
	 Section 10.3
	 	 Money for Debenture Payments to Be Held in Trust
	  	 	55	  









							
			
	 Section 10.4
	 	 Payment of Taxes and Other Claims
	  	 	56	  
			
	 Section 10.5
	 	 Statement as to Compliance
	  	 	56	  
			
	 Section 10.6
	 	 Waiver of Certain Covenants
	  	 	56	  
			
	 Section 10.7
	 	 Additional Sums
	  	 	57	  
			
	 Section 10.8
	 	 Additional Covenants
	  	 	57	  
			
	 Section 10.9
	 	 Payment of Expenses of the Trust
	  	 	58	  
		
	 Article XI        REDEMPTION OR EXCHANGE OF DEBENTURES
	  	 	58	  
			
	 Section 11.1
	 	 Election to Redeem; Notice to Trustee
	  	 	58	  
			
	 Section 11.2
	 	 Selection of Debentures to Be Redeemed
	  	 	59	  
			
	 Section 11.3
	 	 Notice of Redemption
	  	 	59	  
			
	 Section 11.4
	 	 Deposit of Redemption Price
	  	 	60	  
			
	 Section 11.5
	 	 Debentures Payable on Redemption Date
	  	 	60	  
			
	 Section 11.6
	 	 Debentures Redeemed in Part
	  	 	60	  
			
	 Section 11.7
	 	 Mandatory Redemption
	  	 	61	  
			
	 Section 11.8
	 	 Optional Redemption
	  	 	61	  
			
	 [Section 11.9
	 	 Exchange of Trust Securities for Debentures
	  	 	61	] 
			
	 Section 11.10
	 	 Purchases of Debentures
	  	 	62	  
		
	 Article XII      SUBORDINATION OF DEBENTURES
	  	 	62	  
			
	 Section 12.1
	 	 Debentures Subordinate to Senior Debt
	  	 	62	  
			
	 Section 12.2
	 	 Payment Over of Proceeds Upon Dissolution, Etc.
	  	 	62	  
			
	 Section 12.3
	 	 No Payment When Senior Debt in Default
	  	 	63	  
			
	 Section 12.4
	 	 Payment Permitted If No Default
	  	 	64	  
			
	 Section 12.5
	 	 Subrogation to Rights of Holders of Senior Debt
	  	 	64	  
			
	 Section 12.6
	 	 Provisions Solely to Define Relative Rights
	  	 	65	  
			
	 Section 12.7
	 	 Trustee to Effectuate Subordination
	  	 	65	  
			
	 Section 12.8
	 	 No Waiver of Subordination Provisions
	  	 	65	  
			
	 Section 12.9
	 	 Notice to Trustee
	  	 	65	  
			
	 Section 12.10
	 	 Reliance on Judicial Order or Certificate of Liquidating Agent
	  	 	65	  
			
	 Section 12.11
	 	 Trustee Not Fiduciary for Holders of Senior Debt
	  	 	66	  
			
	 Section 12.12
	 	 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights
	  	 	66	  
			
	 Section 12.13
	 	 Article Applicable to Paying Agents
	  	 	66	  
			
	 Section 12.14
	 	 Certain Conversions or Exchanges Deemed Payment
	  	 	66	  
			
	 Section 12.15
	 	 Trust Moneys Not Subordinated
	  	 	66	  









							
		
	 Article XIII     [CONVERSION OF DEBENTURES
	  	 	67	  
			
	 Section 13.1
	 	 Conversion Rights
	  	 	67	  
			
	 Section 13.2
	 	 Conversion Procedures
	  	 	67	  
			
	 Section 13.3
	 	 Conversion Price Adjustments
	  	 	70	  
			
	 Section 13.4
	 	 Fundamental Change
	  	 	73	  
			
	 Section 13.5
	 	 Notice of Adjustments of Conversion Price
	  	 	75	  
			
	 Section 13.6
	 	 Prior Notice of Certain Events
	  	 	75	  
			
	 Section 13.7
	 	 Dividend or Interest Reinvestment Plans
	  	 	76	  
			
	 Section 13.8
	 	 Certain Additional Rights
	  	 	76	  
			
	 Section 13.9
	 	 [Trustee Not Responsible for Determining Conversion Price or Adjustments]
	  	 	77	  

  

			
	 [Annex A
	  	 Declaration of Trust

		
	 Annex B
	  	 Amended and Restated Trust Agreement

		
	 Annex C
	  	 Guarantee Agreement]









 [CONVERTIBLE] SUBORDINATED INDENTURE (the “Indenture”), dated as of
                 , 20     between Alcoa Inc., A Pennsylvania corporation (hereinafter called the “Company”) having its principal office at
201 Isabella Street, Pittsburgh, Pennsylvania, 15212-5858, and The Bank of New York Mellon Trust Company, N.A., a national banking association existing under the laws of the United States of America, as Trustee (hereinafter called the
“Trustee”). 
 RECITALS OF THE COMPANY 

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the
issuance of its     % [Convertible] Debentures Due             , 20     (the “Debentures”), of substantially the tenor and amount
hereinafter set forth; 
 WHEREAS, to provide the terms and conditions upon which the Debentures are to be authenticated, issued and
delivered, the Company has duly authorized the execution of this Indenture; and, 
 WHEREAS, all things necessary to make this Indenture a
valid agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, in consideration of the premises and the
purchase of the Debentures by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the holders of Debentures: 

ARTICLE I 
 DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 
 Section 1.1 Definitions. For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular; 
 (b) all other terms used herein which are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them therein; 
 (c) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such
accounting principles which are generally accepted at the date or time of such computation; and 
 (d) the words “herein” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

“Act”, when used with respect to any Holder, has the meaning specified in Section 1.4. 







 [“Additional Amount” means, [with respect to the Trust Securities], the amount of
Additional Interest paid by the Company on the Debentures.] 
 “Additional Interest” means the interest, if any, that shall accrue
on any interest on the Debentures that is in arrears for more than one interest payment period or not paid during any Extension Period, which in either case shall accrue at the stated rate per annum specified or determined as specified in such
Debenture and compounded quarterly. 
 [“Additional Sums” has the meaning specified in Section 10.5.] 

[“Additional Taxes” means the sum of any additional taxes, duties and other governmental charges to which the Trust has become
subject from time to time as a result of a Tax Event.] 
 “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; provided, however, that an Affiliate of the Company shall not be deemed to include the Trust. 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. 
 [“Applicable
Price” means (i) in the case of a Non-Stock Fundamental Change in which the holders of the Common Stock receive only cash, the amount of cash received by the holder of one share of Common Stock and (ii) in the event of any other
Non-Stock Fundamental Change or any Common Stock Fundamental Change, the average of the Closing Prices for the Common Stock during the ten trading days prior to and including the record date for the determination of the holders of Common Stock
entitled to receive such securities, cash, or other property in connection with such Non-Stock Fundamental Change or Common Stock Fundamental Change or, if there is no such record date, the date upon which the holders of the Common Stock shall have
the right to receive such securities, cash, or other property, in each case as adjusted in good faith by the Company to appropriately reflect any of the events referred to in Section 13.4.] 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to
authenticate Debentures . 
 “Board of Directors” means either the board of directors of the Company or any committee of that
board duly authorized to act hereunder. 
 “Board Resolution” means a copy of the resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or such committee of the Board of Directors or officers of the Company to which authority to act on behalf of the Board of Directors has been delegated, and to
be in full force and effect on the date of such certification, and delivered to the Trustee. 
 “Business Day” means any day other
than a Saturday or Sunday or a day on which banking institutions in the City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Property Trustee, or the Corporate
Trust Office of the Trustee, is closed for business. 

  
 2 








 [“Closing Price” means on any day the reported last sale price on such day or, in case
no sale takes place on such day, the average of the reported closing bid and asked prices in each case on the NYSE Consolidated Transactions Tape or, if the stock is not listed or admitted to trading on the NYSE, on the principal national securities
exchange on which such stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, or the Nasdaq National Market, or, if the stock is not quoted or admitted to trading on such quotation
system, on the principal quotation system on which the stock may be listed or admitted to trading or quoted, or, if not listed or admitted to trading or quoted on any national securities exchange or quotation system, the average of the closing bid
and asked prices as furnished by any NYSE member firm, selected by the Trustee in good faith for that purpose.] 
 “Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, 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 on such date. 
 “Common Securities” has the
meaning specified in the first recital of this Indenture. 
 [“Common Stock” means common stock, par value $1.00, of the Company.]

 [“Common Stock Fundamental Change” means any Fundamental Change in which more than 50% of the value (as determined in good
faith by the Board of Directors) of the consideration received by holders of Common Stock consists of common stock that for each of the ten consecutive trading days prior to the record date for the determination of the holders of Common Stock
entitled to receive such common stock or, if there is no such record date, the date on which the holders of the Common Stock shall have the right to receive such Common Stock, has been admitted for listing or admitted for listing subject to notice
of issuance on a national securities exchange or quoted on the Nasdaq National Market; provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist
after the occurrence of such Fundamental Change and the outstanding Preferred Securities continue to exist as outstanding Preferred Securities or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred
Securities are converted into or exchanged for shares of convertible preferred stock of an entity succeeding to the business of the Company or a Subsidiary thereof, which convertible preferred stock has powers, preferences, and relative,
participating, optional, or other rights, and qualifications, limitations, and restrictions, substantially similar to those of the Preferred Securities.] 

“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 Office” means the office or agency to be maintained by the Company pursuant to Section 10.2. 

  
 3 








 “Company Request” and “Company Order” mean, respectively, the written request
or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller, its Secretary or an Assistant Secretary, and delivered to
the Trustee. 
 [“Conversion Agent” has the meaning specified in Section 13.2. 

“Conversion Date” has the meaning specified in Section 13.2. 

“Conversion Price” has the meaning specified in Section 13.1.] 

“Corporate Trust Office” means the principal office of The Bank of New York Mellon Trust Company, N.A., located at 525 William Penn
Place, 7th Floor, Pittsburgh, Pennsylvania, or such other location at which at any particular time corporate trust business of the Trustee shall be administered. 

[“Current Market Price,” with respect to Common Stock, means for any day the last reported sale price, regular way, on such day, or,
if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the NYSE Composite Transactions Tape, or, if Common Stock is not listed or admitted to trading on
the NYSE on such day, on the principal national securities exchange on which Common Stock is listed or admitted to trading, if Common Stock is listed on a national securities exchange, or the Nasdaq National Market, or, if Common Stock is not quoted
or admitted to trading on such quotation system, on the principal quotation system on which the Common Stock may be listed or admitted to trading or quoted, or, if not listed or admitted to trading or quoted on any national securities exchange or
quotation system, the average of the closing bid and asked prices of Common Stock in the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or,
if not so available in such manner, as furnished by any NYSE member firm selected from time to time by the Board of Directors for that purpose or, if not so available in such manner, as otherwise determined in good faith by the Board of Directors.]

 “Debentures” or “Debenture” means any debt securities or debt security, as the case may be, authenticated and
delivered under this Indenture. 
 “Debt” means, with respect to any Person, whether recourse is to all or a portion of the assets
of such Person and whether or not contingent, (i) every obligation of such Person for money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred
in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person;
(iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (v) every capital lease
obligation of such Person; and (vi) every obligation of the type referred to in clauses (i) through (v) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or for
which such Person is responsible or liable, directly or indirectly, as obligor or otherwise. 

  
 4 








 “Defaulted Interest” has the meaning specified in Section 3.7. 

[“Delaware Trustee” means         .] 

“Depositary” means, with respect to the Debentures issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company (or any successor thereto). 
 “Dollar” means the currency of the
United States of America as at the time of payment is legal tender for the payment of public and private debts. 
 “Events of
Default” has the meaning specified in Article 5. 
 [“Expiration Time” has the meaning specified in Section 13.3(e).]

 “Extension Period” has the meaning specified in Section 3.11. 

[“Fundamental Change” means the occurrence of any Transaction or event in connection with a plan pursuant to which all or
substantially all of the Common Stock shall be exchanged for, converted into, acquired for, or constitute solely the right to receive securities, cash, or other property (whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization, or otherwise), provided, that, in the case of a plan involving more than one such Transaction or event, for purposes of adjustment of the conversion price, such Fundamental
Change shall be deemed to have occurred when substantially all of the Common Stock shall be exchanged for, converted into, or acquired for or constitute solely the right to receive securities, cash, or other property, but the adjustment shall be
based upon consideration that a holder of Common Stock received in such Transaction or event as a result of which more than 50% of the Common Stock shall have been exchanged for, converted into, or acquired for or constitute solely the right to
receive securities, cash, or other property.] 
 “Global Security” means a Debenture in the form prescribed in Section 2.4
evidencing all or part of the Debentures, issued to the Depositary or its nominee, and registered in the name of such Depositary or its nominee. 

“Government Obligations” means securities which are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of any 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. Government Obligations shall include a depositary receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depositary receipt; provided,
however, 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 Government
Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depositary receipt. 

  
 5 








 [“Guarantee” means the guarantee by the Company of distributions on the Preferred
Securities of the Trust to the extent provided in the Guarantee Agreement, substantially in the form attached hereto as Annex C, as amended from time to time.] 

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

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supple mental hereto entered into pursuant to the applicable provisions hereof. 
 “Interest Payment Date” means as to
the Debentures the Stated Maturity of an installment of interest on such Debentures. 
 “Interest Rate” means the rate of interest
specified or determined as specified in each Debenture as being the rate of interest payable on such Debenture. 
 [“Investment Company
Event” means, the receipt by the Property Trustee, on behalf of the Trust, of an Opinion of Counsel, rendered by a law firm having a recognized national tax and securities practice (which opinion shall not have been rescinded by such law firm),
to the effect that, as a result of the occurrence of a change in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority (a “Change in 1940
Act Law”), there is more than an insubstantial risk that the Trust is or will be considered an “investment company” that is required to be registered under the 1940 Act, which Change in 1940 Act Law becomes effective on or after the
date of original issuance of the Preferred Securities of the Trust.] 
 “Maturity” when used with respect to the Debentures, means
the date on which the principal of the Debentures become due and payable as herein provided, whether at the Stated Maturity or by declaration of acceleration, call or redemption or otherwise. 

“1940 Act” means the Investment Company Act of 1940, as amended. 

[“Non Book-Entry Preferred Securities” has the meaning specified in Section 3.1 5.] 

[“Non-Stock Fundamental Change” means any Fundamental Change other than a Common Stock Fundamental Change. 

“Notice of Conversion” means the notice given by a holder of Preferred Securities to the Conversion Agent directing the Conversion
Agent to exchange such Preferred Securities for Debentures and to convert such Debentures into Common Stock on behalf of such holder. Such notice is substantially in the form set forth in Exhibit E to the Trust Agreement.] 

“Notice of Default” has the meaning specified in Section 5.1(c). 

[“NYSE” means The New York Stock Exchange Inc.] 

  
 6 








 “Officers’ Certificate” means a certificate signed by (i) the Chairman of the
Board, a Vice Chairman, the President or a Vice President, and by (ii) the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, [the Trust,] or the Trustee, but who
may be an employee thereof, and who shall be reasonably acceptable to the Trustee. 
 “Outstanding” means, as of the date of
determination, all Debentures theretofore authenticated and delivered under this Indenture, except: 
 (i) Debentures
theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
 (ii) Debentures for the payment of which
money in the necessary amount has been theretofore irrevocably deposited with the Trustee or any Paying Agent in trust for the Holders of such Debentures; and 

(iii) Debentures in substitution for or in lieu of which other Debentures have been authenticated and delivered or which have
been paid pursuant to Section 3.6, or which have been converted into Common Stock pursuant to Section 13.1, unless proof satisfactory to the Trustee is presented that any Debentures are held by Holders in whose hands such Debentures are
valid, binding and legal obligations of the Company; 
 provided, however, that in determining whether the Holders of the requisite principal
amount of Outstanding Debentures have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Debentures owned by the Company or any other obligor upon the Debentures or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debentures which
the Trustee actually knows to be so owned shall be so disregarded. Debentures 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 Debentures and that the pledgee is not the Company or any other obligor upon the Debentures or any Affiliate of the Company or such other obligor. Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers’ Certificate listing and identifying all Debentures, if any, known by the Company to be owned or held by or for the account of the Company, or any other obligor on the Debentures or any Affiliate of the Company or such
obligor, and, subject to the provisions of Section 6.1, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Debentures not listed therein are
Outstanding for the purpose of any such determination. 
 “Paying Agent” means the Trustee or any Person or Persons designated by
the Company at any time to pay the principal of or interest on any Debentures on behalf of the Company. The Company may, at any time, rescind the designation of any Paying Agent. 

  
 7 








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

“Predecessor Debenture” of any particular Debenture means every previous Debenture evidencing all or a portion of the same debt as
that evidenced by such particular Debenture, and, for the purposes of this definition, any Debenture authenticated and delivered under Section 3.6 in lieu of a lost, destroyed or stolen Debenture shall be deemed to evidence the same debt as the
lost, destroyed or stolen Debenture. 
 [“Preferred Securities” means     % [Convertible] Preferred Securities
with a liquidation amount of $50 per Preferred Security having an aggregate liquidation amount with respect to the assets of the Trust of $          [ or $          if
the over-allotment option is exercised).] 
 “Proceeding” has the meaning specified in Section 12.2. 

[“Property Trustee” means, in respect of the Trust, the commercial bank or trust company identified as the “Property
Trustee” in the Trust Agreement, solely in its capacity as Property Trustee of the Trust under the Trust Agreement and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as
therein provided.] 
 [“Purchased Shares” has the meaning specified in Section 13.4(e).] 

[“Purchaser Stock Price” means, with respect to any Common Stock Fundamental Change, the average of the Closing Prices for the
common stock received in such Common Stock Fundamental Change for the ten consecutive trading days prior to and including the record date for the determination of the holders of Common Stock entitled to receive such common stock or if there is no
such record date, the date on which the holders of Common Stock shall have the right to receive such common stock, as adjusted in good faith by the Company to appropriately reflect any of the events referred to in Section 13.4.] 

“Redemption Date,” when used with respect to any Debenture to be redeemed, means the date fixed for such redemption by or pursuant
to this Indenture. 
 “Redemption Price” has the meaning specified in Section 11.3. 

[“Reference Date” has the meaning specified in Section 13.4(c).] 

[“Reference Market Price” initially means $         (which is an amount equal to 66 2/3% of
the reported last sale price for the Common Stock on the NYSE Consolidated Transactions Tape on             , 20    ), and in the event of any adjustment of the
Conversion Price other than as a result of a Non-Stock Fundamental Change, the Reference Market Price shall also be adjusted by the Company so that the ratio of the Reference Market Price to the Conversion Price after giving effect to any such
adjustment shall always be the same as the ratio of the initial Reference Market Price to the initial Conversion Price of the Debentures.] 

“Regular Record Date” means for the interest payable on any Interest Payment Date the fifteenth day (whether or not a Business Day)
next preceding such Interest Payment Date. 

  
 8 








 “Responsible Officer” when used with respect to the Trustee means any officer of the
Trustee assigned by the Trustee from time to time to administer this Indenture, or any other officer to whom such matters may be referred. 

[“Rights” has the meaning specified in Section 13.2(f).] 

“Securities Register” and “Securities Registrar” have the respective meanings specified in Section 3.5. 

“Senior Debt” means the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company whether or not such claim for post-petition interest is allowed in such proceeding), on Debt of the Company, whether incurred on or prior to the date of the Indenture or
thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Debentures. 

[“Special Event” means a Tax Event or an Investment Company Event.] 

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7. 

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

“Subsidiary” means any corporation of which at the time of determination the Company and/or one or more Subsidiaries owns or
controls directly or indirectly more than 50% of the outstanding shares of voting stock. For purposes of this definition, “voting stock” means stock which 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. 
 [“Tax Event” means the receipt by the Property
Trustee, on behalf of the Trust, of an Opinion of Counsel, rendered by a law firm having a national tax and securities practice (which opinion shall not have been rescinded by such law firm), to the effect that, as a result of any amendment to, or
change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such pronouncement or decision is announced on or after the date of issuance of the Preferred Securities
under the Trust Agreement, there is more than an insubstantial risk in each case after the date hereof that (i) the Trust is, or will be within 90 days of the date thereof, subject to United States Federal income tax with respect to income
received or accrued on the Debentures, (ii) interest payable by the Company on the Debentures is not, or will not be, within 90 days after the date thereof, deductible, in whole or in part, for United States Federal income tax purposes or
(iii) the Trust is, or will be within 90 days after the date thereof, subject to more than a de minimis amount of other taxes, duties, assessments or other governmental charges.] 

  
 9 








 [“Transaction” has the meaning specified in Section 13.4(a).] 

[“Trust” means Alcoa Trust I, a Delaware business trust formed under the Trust Agreement.] 

[“Trust Agreement” means the Declaration of Trust substantially in the form attached hereto as Annex A, as amended by the Amended
and Restated Trust Agreement substantially in the form attached hereto as Annex B, as amended from time to time.] 
 “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 if at any time there is more than one such Person. 
 “Trust Indenture Act”
means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbb), as amended and as in effect on the date as of this Indenture. 

[“Trust Securities” means the Common Securities and Preferred Securities.] 

“Vice President” when used with respect to the Company, 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 1.2 Compliance Certificate and Opinions. Upon any
application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent (including covenants,
compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions
precedent (including covenants compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 10.5) shall include: 
 (a) a statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto; 
 (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement
that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

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

  
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 Section 1.3 Forms of Documents Delivered to Trustee. In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several
documents. 
 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to matters upon which his certificate or opinion
is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information
with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 1.4 Acts of
Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given to or taken by Holders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments is or are delivered to the Trustee,
and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company and any agent
of the Trustee or the Company, if made in the manner provided in this Section. 
 (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 the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such execution is by a Person acting in other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. 

(c) The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine. 

  
 11 








 (d) The ownership of Debentures shall be proved by the Securities Register. 

(e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Debenture shall bind every
future Holder of the same Debenture and the Holder of every Debenture issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done 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 Debenture. 
 (f) The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to take any action under this Indenture by vote or consent. If a record date is fixed, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such Persons continue to be Holders after such record date. 

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

Section 1.5 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 
 (a) the Trustee
by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 

(b) the Company by the Trustee or by any Holder shall be sufficient for every purpose (except as otherwise provided in Section 5.1
hereof) hereunder 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. 
 Section 1.6 Notice to Holders; Waiver. Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in
the Securities Register on the date such notice is mailed, which shall be 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 

  
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Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 In case by reason of the
suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. 
 Section 1.7 Conflict with Trust Indenture Act. If any provision of this Indenture limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under such act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the former provision shall be deemed to apply. 
 Section 1.8 Effect of Headings
and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 

Section 1.9 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 1.10 Separability Clause. In case any provision in this Indenture or in the
Debentures shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 1.11 Benefits of Indenture. [The Company’s obligations under this Indenture and the Debentures will also be for the
benefit of the holders from time to time of the Preferred Securities.] Nothing in this Indenture or in the Debentures, express or implied, shall give to any Person, other than the parties thereto, any Paying Agent and their successors and assigns,
[the holders of the Preferred Securities] and the Holders of the Debentures, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

Section 1.12 Governing Law. This Indenture and the Debentures shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania without regard to its principles of conflicts of laws. 
 Section 1.13 Non-Business Days. In
any case where any Interest Payment Date, Redemption Date, or Stated Maturity of any Debenture shall not be a Business Day, then (notwithstanding any other provision of this Indenture or the Debentures) payment of interest or principal payable on
such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the Interest Payment Date or Redemption Date or at the
Stated Maturity. 

  
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 ARTICLE II 

DEBENTURE FORM 
 Section 2.1
Forms Generally. The Debentures and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article 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 applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Debentures, as evidenced by their execution of
the Debentures. 
 The definitive Debentures shall be typewritten, printed, lithographed or engraved or produced by any combination of these
methods, if required by any securities exchange on which the Debentures may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the
Debentures may be listed, all as determined by the officers executing such Debentures, as evidenced by their execution of such Debentures. 

Section 2.2 Form of Face of Debenture. 

    % [Convertible] Subordinated Debenture due             ,
20    . 
  

			
	No.        	  	$        

 Alcoa Inc., a corporation organized and existing under the laws of Pennsylvania (hereinafter called the
“Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to
                    , or registered assigns, the principal sum of
                     on             , 20     and to pay interest on
said principal sum from             , 20     or from the most recent interest payment date (each such date, an “Interest Payment Date”) to which interest has
been paid or duly provided for, at the rate of     % per annum, subject to deferral as set forth herein, on                     ,
                    , and                      of
each year, commencing             , 20     until the principal hereof is paid or duly provided for or made available for payment. 

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

  
 14 








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

Dated: 
  

			
	ALCOA INC.
		
	BY:	 	  



  

			
	ATTEST
	
	  

	Name:	 	
	Title:	 	

 Section 2.3 Form of Reverse of Debenture. This Debenture is one of a duly authorized issue of
Debentures of the Company (herein called the “Debentures”) limited to the aggregate principal amount of $        , issued under an Indenture, dated as of
                 , 20    (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., 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 Trustee, the Company and the Holders of the Debentures, and of the terms upon which the Debentures are, and are to be, authenticated and delivered. All terms used in this Debenture that are defined
in the Indenture shall have the meanings assigned to them in the Indenture. 
 The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. For periods less than a full month, interest shall be computed on the actual number of elapsed days based on a 360-day year. In the event that any date on which interest is payable on
this Debenture is not a Business Day, then a payment of the interest on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect
as if made on the date the payment was originally payable. A “Business Day” shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in the City of New York are authorized or required by law or executive
order to remain closed or a day on which the Corporate Trust Office of the Trustee[, or the principal office of the Property Trustee under the Trust Agreement] is closed for business. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the
Regular Record Date, for such interest installment which shall be the date which is the fifteenth day (whether or not a Business Day) next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided
for shall 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 Debenture (or one or more Predecessor Debentures) 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 Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. 

  
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 The Company shall have the right at any time during the term of this Debenture, from time to
time, to extend the interest payment period of such Debenture for up to [20 consecutive quarters] with respect to each deferral period (each such deferral period an “Extension Period”), during which periods the Company shall have the right
not to make payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest, if any, thereon to the extent permitted by applicable law);
provided that during any such Extension Period, the Company shall not (a) declare or pay any dividend on, make distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its Common Stock (other than
(i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan, (ii) as a result of a reclassification of the Company’s Common Stock or the
exchange or conversion of one class or series of the Company’s Common Stock for another class or series of the Company’s Common Stock, (iii) the purchase of fractional interests in shares of the Company’s Common Stock pursuant to
the conversion or exchange provisions of such Common Stock of the Company or the security being converted or exchanged or (iv) purchases or acquisitions of shares of Common Stock to be used in connection with acquisitions of Common Stock by
shareholders pursuant to the Company’s dividend reinvestment plan) or make any guarantee payments with respect to the foregoing and (b) the Company shall not make any payment of principal or premium, if any, on or repurchase any debt
securities (including guarantees) other than at stated maturity issued by the Company which rank pari passu with or junior to the Debentures. Prior to the termination of any such Extension Period, the Company may further extend the interest payment
period, provided that no Extension Period shall exceed [20 consecutive quarters] or extend beyond the Stated Maturity of the Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee,
[the Property Trustee and the Administrative Trustees (as defined in the Trust Agreement)] notice of its selection of an Extension Period at least one Business Day prior to [the earlier of (i) the record date for the date the distributions on
the Preferred Securities (or if no Preferred Securities are outstanding, for] the date interest on the Debentures) would have been payable except for the election to begin such Extension Period and (ii) the date [the Property Trustee (or if no
Preferred Securities are outstanding,] the Debenture Trustee) is required to give notice to the NYSE or other applicable self-regulatory organizations [or to holders of [such Preferred Securities (or, if no Preferred Securities are outstanding, to
the holders of] such Debentures) of the record date. 
 Payment of the principal of (and premium, if any) and interest on this Debenture
will be made [if a Global Security is issued - to The Depository Trust Company or its nominee] [if securities in definitive form are issued - at the office or agency of the Paying Agent maintained for that purpose in the United States], 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 provided, however, that at the option of the Company payment of interest may be made (i) by check mailed
to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto
as specified in the Securities Register. 

  
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 The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture,
subordinate and subject in right of payments to the prior payment in full of all Senior Debt (as defined in the Indenture), and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder
of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 
 At any time
on or after             , 20    , the Company may, at its option, subject to the terms and conditions of Article 11 of the Indenture, redeem this Debenture in whole at
any time or in part from time to time, at the Redemption Prices set forth in Section 11.8 of the Indenture. 
 In the event of
redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 

[If a Special Event shall occur and be continuing, this Debenture shall be exchangeable for Preferred Securities in accordance with
Section 11.9 of the Indenture or, in certain circumstances, redeemable by the Company in accordance with Section 11.8 of the Indenture.] 

[Subject to the terms and conditions set forth in Article 13 of the Indenture, this Debenture is convertible, at the option of the Holder
hereof, into shares of Common Stock.] 
 If an Event of Default shall occur and be continuing, the principal of the Debentures may be
declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. 
 The Indenture contains
provisions for satisfaction, discharge and defeasance of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth 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 Debentures 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 Debentures. The Indenture also
contains provisions permitting Holders of specified percentages in principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all Debentures, 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 shall be conclusive and binding upon the Holder of this Debenture and upon all future Holders of this Debenture and of any Debenture issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. 

  
 17 








 As provided in and subject to the provisions of the Indenture, if an Event of Default 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 Debentures may declare the principal amount of all the Debentures to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders); [provided that, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debentures fail to declare the principal of all the
Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee,] and upon any such
declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately due and payable, provided that the payment of principal and interest (including
any Additional Interest) on such Debentures shall remain subordinated to the extent provided in Article 12 of the Indenture. 
 No reference
herein to the Indenture and no provision of this Debenture 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) and interest on this Debenture 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 Debenture is registrable in the Securities Register, upon surrender of this Debenture for registration of transfer at the Company Office duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees. 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 Debenture 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 Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary. 
 The Debentures are issuable only in registered form without coupons in
denominations of $[1,000] and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized
denomination, as requested by the Holder surrendering the same. 

  
 18 








 The Company and, by its acceptance of this Debenture or a beneficial interest therein, the Holder
of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States Federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. 

THE INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF. 

  
 19 








 ASSIGNMENT FORM 

To assign this Debenture, fill in the form below: 

 

					
	(I) or (we) assign and transfer this Security to	 		 	  



  
  

(Insert assignee’s social security or tax I.D. no.) 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
  

			
	and irrevocably appoint	 	  


 agent to transfer this Debenture on the books of the Company. The agent may substitute another to act for him. 

 

			
	Your Signature:	 	  

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


  

			
	Date:	 	 

  

			
	Signature Guarantee:1	 	 


  

	1 	Signature must be guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee programs acceptable to the Trustee. 


  
 20 








 [NOTICE OF CONVERSION 
  

	To:	Alcoa Inc. 

 201 Isabella Street 

Pittsburgh, Pennsylvania 15212-5858 

The undersigned owner of this Debenture hereby irrevocably exercises the option to convert this Debenture, or the portion below designated,
into Common Stock of Alcoa Inc. in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in
the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. 
 Date:             ,      

in whole      
  

					
		 		 	Portions of Debenture to be converted
	in part	 		 	($50 or integral multiples thereof):
		 		 	$             
			
		 		 	  

		 		 	Signature (for conversion only)
			
		 		 	Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number

 Signature Guarantee:2
                    ] 
 (continued...)

  

	2 	Signature must be guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee programs acceptable to the Trustee. 


  
 21 








 Section 2.4 Additional Provisions Required in Global Security. Any Global Security
issued hereunder shall, in addition to the provisions contained in Sections 2.2 and 2.3 bear a legend in substantially the following form: 

“This Debenture 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 Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary.” 

Section 2.5 Form of Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of Authentication shall
be as follows:1 
 “This is one of the Debentures designated therein referred to in
the within mentioned Indenture.” 
  

							
	The Bank of New York Mellon Trust Company, N.A.
	as Trustee	  		  	
				
	By:	  	  
	  	Date:	  	  

	Authorized Officer	  		  	
		  	  
	  		  	
	*Signature Guarantee	  		  	


 Section 2.6 [Initial Issuance to Property Trustee. The Debentures initially issued to the
Property Trustee of the Trust shall be in the form of one or more individual certificates in definitive, fully registered form without coupons.] 

ARTICLE III 
 THE DEBENTURES 

Section 3.1 Amount of Debentures. The aggregate principal amount of Debentures which may be authenticated and delivered under this
Indenture is limited to the sum of (a) $        [and (b) such aggregate principal amount (which may not exceed $        aggregate principal amount) of
Debentures, if any, issued as a result of the exercise of the over-allotment option] described in the Underwriting Agreement, dated                 ,
20    , among the Company[, the Trust] and the underwriters named therein, and the Related Pricing Agreement, except for Debentures authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of
other Debentures pursuant to Sections 3.4, 3.5 or 3.6. 
  

	1 	Or in the form provided in Section 6.14 in the event that a separate Authenticating Agent is appointed pursuant thereto. 


	* 	Signature must be guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee programs acceptable to the Trustee. 


  
 22 








 Section 3.2 Denominations. The Debentures shall be in registered form without coupons
and shall be issuable in denominations of [$1,000] and any integral multiple thereof. 
 Section 3.3 Execution, Authentication,
Delivery and Dating. The Debentures shall be executed on behalf of the Company by a duly authorized officer on behalf of the Company, whose signature shall be certified by the Company’s Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Debentures may be manual or facsimile. 
 Debentures 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 Debentures or did not
hold such offices at the date of such Debentures. Upon the execution and delivery of this Indenture, or from time to time thereafter, Debentures may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and make available for delivery said Debentures upon Company Order without any further action by the Company. Debentures may be authenticated on original issuance from time to time and delivered pursuant to such procedures
acceptable to the Trustee (“Procedures”) as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, which
instructions shall be promptly confirmed in writing. 
 Each Debenture shall be dated the date of its authentication. 

No Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such
Debenture a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Debenture shall be conclusive evidence, and the
only evidence, that such Debenture has been duly authenticated and delivered hereunder. 
 Section 3.4 Temporary Debentures.
Pending the preparation of definitive Debentures, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Debentures which are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive Debentures in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debentures may
determine, as evidenced by their execution of such Debentures. 
 If temporary Debentures are issued, the Company will cause definitive
Debentures to be prepared without unreasonable delay. After the preparation of definitive Debentures, the temporary Debentures shall be exchangeable for definitive Debentures upon surrender of the temporary Debentures at the office or agency of the
Company designated for the purpose without charge to the Holder. Upon surrender for cancellation of any one or more 

  
 23 








 
temporary Debentures, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like aggregate principal amount of definitive Debentures of authorized
denominations. Until so exchanged, the temporary Debentures shall in all respects be entitled to the same benefits under this Indenture as definitive Debentures. 

Section 3.5 Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register is herein sometimes referred to as the “Securities
Register.” The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Debentures and transfers of Debentures as herein provided. 

Upon surrender for registration of transfer of any Debenture at the office or agency of the Company designated for that purpose the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations, of a like aggregate principal amount. 

At the option of the Holder, Debentures may be exchanged for other Debentures of any authorized denominations, of a like aggregate principal
amount, upon surrender of the Debentures to be exchanged at such office or agency. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures which the Holder
making the exchange is entitled to receive. 
 All Debentures issued upon any registration of transfer or exchange of Debentures shall be
the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debentures surrendered upon such registration of transfer or exchange. 

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

No service charge shall be made to a Holder for any transfer or exchange of Debentures, 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 transfer or exchange of Debentures. 

Notwithstanding any of the foregoing, any Global Security shall be exchangeable pursuant to this Section 3.5 for Debentures registered in
the names of Persons other than the Depositary for such Debenture or its nominee only if (a) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any Global Security and the Company shall not have
appointed a successor depositary within 90 days after such notice, or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (b) the Company executes and delivers to the
Trustee a Company Order that any Global Security shall be so exchangeable or (c) there shall have occurred and be continuing an Event of Default. Any Global Security shall be exchangeable for Debentures registered in such names as such
Depositary shall direct. 

  
 24 








 Notwithstanding any other provisions in this Indenture, a Global Security may not be transferred
except as a whole by the Depositary with respect to a Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. 

Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, register the transfer of
or exchange any Debenture during a period beginning at the opening of business 15 days before the day of selection for redemption of Debentures pursuant to Article 11 and ending at the close of business on the day of mailing of notice of redemption
or (b) to register the transfer of or exchange any Debenture so selected for redemption in whole or in part, except, in the case of any Debenture to be redeemed in part, any portion thereof not to be redeemed. 

Section 3.6 Mutilated, Destroyed, Lost and Stolen Debentures. If any mutilated Debenture is surrendered to the Trustee together
with such security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Debenture and bearing a number not
contemporaneously outstanding. 
 If there shall be delivered to the Company and to the Trustee (a) evidence to their satisfaction of
the destruction, loss or theft of any Debenture, and (b) such security or indemnity as may be required by them to save each of them harmless, then, in the absence of actual notice to the Company or the Trustee that such Debenture has been
acquired by a bona fide purchaser, the Company shall execute and upon a Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Debenture, a new Debenture bearing a number not contemporaneously
outstanding. 
 In case any such mutilated, destroyed, lost or stolen Debenture has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Debenture, pay such Debenture. 
 Upon the issuance of any new Debenture under this
Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Debenture issued pursuant to this Section in lieu of any destroyed, lost or stolen Debenture shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Debenture 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
Debentures duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debentures. 

  
 25 








 Section 3.7 Payment of Interest; Interest Rights Preserved. Interest on any Debenture
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 Debenture (or one or more Predecessor Debentures) is registered at the close of business on the Regular
Record Date, except that interest payable on the Stated Maturity of the Debentures shall be paid to the Person to whom principal is paid. 

Any interest on the Debentures which is payable, but is not timely paid or duly provided for, on an Interest Payment Date (herein called
“Defaulted Interest”), shall forthwith cease to be payable to the registered Holder on the Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (a) or (b) below: 
 (a) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Debentures (or their respective Predecessor Debentures) 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 the Debentures and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of the Debentures at the address of such Holder as it appears in the Securities
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 mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names the Debentures (or their respective Predecessor Debentures) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (b). 

(b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debentures may be listed and, upon such notice as may be required by such exchange (or by the Trustee if the Debentures are not listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to
this Clause, such payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this Section, each Debenture
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Debenture. 

  
 26 








 Section 3.8 Persons Deemed Owners. The Company, the Trustee, the Paying Agent and any
agent of the Company or the Trustee or the Paying Agent may treat the Person in whose name any Debenture is registered as the owner of such Debenture for the purpose of receiving payment of principal of and (subject to Section 3.7) interest on
such Debenture and for all other purposes whatsoever, whether or not such Debenture be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 

Section 3.9 Cancellation. All Debentures surrendered for payment, redemption, conversion, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Debentures and Debentures surrendered directly to the Trustee for any such purpose shall be promptly canceled by it. The Company may at any time
deliver or cause to be delivered to the Trustee for cancellation any Debentures previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Debentures so delivered shall be promptly canceled
by the Trustee. No Debentures shall be authenticated in lieu of or in exchange for any Debentures canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Debentures shall be destroyed by the Trustee and
upon request, the Trustee shall deliver to the Company a certificate of such destruction. 
 Section 3.10 Computation of
Interest. Interest on the Debentures shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Section 3.11
Deferrals of Interest Payment Dates. The Company shall have the right, at any time during the term of the Debentures, from time to time to extend the interest payment period for the Debentures for up to [20 consecutive quarters] with respect
to each deferral period (each, an “Extension Period”) during which periods the Company shall have the right to not make payments of interest on any Interest Payment Date, and at the end of such Extension Period the Company shall pay all
interest then accrued and unpaid thereon (together with Additional Interest thereon, if any, at the rate specified for the Debentures to the extent permitted by applicable law), provided, however, that during any such Extension Period,
the Company shall not (a) declare or pay any dividend on, make distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its Common Stock (other than (i) purchases or acquisitions of shares of
Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan, (ii) as a result of a reclassification of the Company’s Common Stock or the exchange or conversion of one class or series
of the Company’s Common Stock for another class or series of the Company’s Common Stock, (iii) the purchase of fractional interests in shares of the Company’s Common Stock pursuant to the conversion or exchange provisions of such
Common Stock of the Company or the security being converted or exchanged or (iv) purchases or acquisitions of shares of Common Stock to be used in connection with acquisitions of Common Stock by shareholders pursuant to the Company’s
dividend reinvestment plan) or make any guarantee payments with respect to the foregoing and (b) the Company shall not make any payment of principal or premium, if any, on or repurchase any debt securities (including guarantees) other than at
stated maturity issued by the Company which rank pari passu with or junior to the Debentures. Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, provided that no Extension Period shall
exceed [20 consecutive quarters] or extend beyond the 

  
 27 








 
Stated Maturity of the Debentures. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may
elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period except at the end thereof. The Company shall give the Trustee[, the Property Trustee and the Administrative
Trustees (as defined in the Trust Agreement)] notice of its selection of an Extension Period at least one Business Day prior to the earlier of (i) the record date for the date [the distributions on the Preferred Securities (or if no Preferred
Securities are outstanding, for the date] interest on the Debentures[)] would have been payable except for the election to begin such Extension Period and (ii) the date the [Property Trustee (or if no Preferred Securities are outstanding, the
Debenture] Trustee[)] is required to give notice to the NYSE or other applicable self-regulatory organizations or[ to holders of such Preferred Securities (or, if no Preferred Securities are outstanding,] to the holders of such Debentures[)] of the
record date. Such notice shall specify the period selected. 
 The Company, or the Trustee at the request of the Company, shall promptly
give notice of the Company’s selection of such Extension Period to the Holders of the outstanding Debentures. 
 Section 3.12
Right of Set-off. Notwithstanding anything to the contrary in the Indenture, the Company shall have the right to set-off any payment it is otherwise required to make thereunder in respect of the Debentures to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a payment relating to the Debentures under the Guarantee. 

Section 3.13 Agreed Tax Treatment. Each Debenture issued hereunder shall provide that the Company and, by its acceptance of a
Debenture or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Debenture agree that for United States Federal, state and local tax purposes it is intended that such Debenture constitute
indebtedness. 
 Section 3.14 CUSIP Numbers. The Company in issuing the Debentures may use “CUSIP” numbers (if then
generally in use), and, if so, the Trustee shall use such “CUSIP” number 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 number
either as printed on the Debentures or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debentures, and any such redemption shall not be affected by any defect in or
omission of such numbers. 
 Section 3.15 Global Security. [(a) In connection with any distribution of Debentures to holders of
the Preferred Securities in connection with the involuntary or voluntary dissolution, winding up or liquidation of the Trust, 

(i) the Debentures in certificated form may be presented to the Trustee by the Property Trustee in exchange for one or more
global certificates in an aggregate principal amount equal to the aggregate principal amount of all outstanding Debentures (each a “Global Security”), to be registered in the name of the Depositary, or its nominee,


  
 28 








 
and delivered by the Trustee to the Depositary, or its custodian, for crediting to the accounts of its participants pursuant to the procedures of the Depositary. The Company upon any such
presentation shall execute a Global Security in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with this Indenture; and 

(ii) if any Preferred Securities are held in non book-entry certificated form, the Debentures in certificated form may be
presented to the Trustee by the Property Trustee and any Preferred Security certificate which represents Preferred Securities other than Preferred Securities held by the Depositary or its nominee (“Non Book-Entry Preferred Securities”)
will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such
Preferred Security certificates are presented to the Securities Registrar for registration of transfer or reissuance at which time such Non-Book Entry Preferred Security certificates will be canceled and a Debenture, registered in the name of the
holder of the Preferred Security certificate or the transferee of the holder of such Preferred Security certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security
certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture. On issue of such Debentures, Debentures with an equivalent aggregate principal amount that were
presented by the Property Trustee to the Trustee will be deemed to have been canceled.] 
 (b) A Global Security may be transferred, in
whole but not in part, only to another nominee of the Depositary, or to a nominee of such successor Depositary. 
 (c) If (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Security and no successor depositary shall have been appointed within 90 days by the Company, (ii) the Depositary, at any time, ceases to
be a clearing agency registered under the Exchange Act at which time the Depositary is required to be so registered to act as such depositary and no successor depositary shall have been appointed within 90 days by the Company, (iii) the
Company, in its sole discretion, determines that such Global Security shall be so exchangeable or (iv) there shall have occurred an Event of Default with respect to such Debentures, as the case may be, the Company will execute, and, subject to
Article 3 of this Indenture, the Trustee, upon written notice from the Company and receipt of a Company Order, will authenticate and deliver the Debentures in definitive registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. In addition, upon an Event of Default or if the Company may at any time determine that the Debenture shall no longer be represented
by a Global Security, in such event the Company will execute, and subject to Section 3.5 of this Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company and a Company Order, will
authenticate and make available for delivery the Debentures in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such
Global Security. Upon the exchange of the Global Security for such Debentures in definitive registered form without coupons, in authorized denominations, the 

  
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Global Security shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Security shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Depositary for delivery to the Persons in whose names such
Debentures are so registered. 
 ARTICLE IV 

SATISFACTION AND DISCHARGE OF INDENTURE; 

UNCLAIMED MONEYS 

Section 4.1 Satisfaction and Discharge of Indenture. (A) If at any time (a) the Company shall have paid or caused to be
paid the principal of, and interest, if any, on, all the Debentures theretofore authenticated (other than Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6), in accordance with
the terms of this Indenture and such Debentures or (b) as to Debentures not so paid, the Company shall have delivered to the Trustee for cancellation all Debentures theretofore authenticated (other than any Debentures which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6) or (c) as to Debentures not so paid or delivered for cancellation, (i) all the Debentures shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably
deposited or caused to be deposited with the Trustee as trust funds money in an amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 4.4) or Government Obligations, maturing as to
principal and interest at such times and in such amounts as will ensure the availability of money, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (A) the principal and interest, if any, on all Debentures on each date that such principal or interest, if any, is due and payable and (B) any mandatory sinking fund or analogous
payments on the dates on which such payments are due and payable in accordance with the terms of this Indenture and the Debentures; and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the
Company then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Debentures and the Company’s right of optional redemption, if any, (ii) substitution of mutilated,
defaced, destroyed, lost or stolen Debentures, (iii) the rights of Holders to receive Debentures, payments of principal thereof, and interest, if any, thereon, upon the original stated due dates therefor or any date of redemption (but not upon
acceleration), and remaining rights of such Holders to receive mandatory sinking fund or analogous payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of Holders as beneficiaries
hereof with respect to the property so deposited with the Trustee and payable to all or any of them, (vi) conversion of the Debentures under Article 13, [(vii) maintenance of the Trust for United States Federal income tax purposes as a grantor
trust under Section 10.8] and (viii) the maintenance of the Company Office and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging such 

  
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satisfaction and discharge of this Indenture. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for
any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Debentures. 
 (B) In
addition to discharge of this Indenture pursuant to the next preceding paragraph (A) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Debentures on the 123rd day after the date of making the deposit
referred to in clause (a), and the provisions of this Indenture with respect to the Debentures shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Debentures and the Company’s right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Debentures, (iii) the rights of Holders of Debentures to receive payments of principal thereof and interest, if any, thereon upon the original stated
due dates therefor or any date of redemption (but not upon acceleration), and remaining rights of such Holders to receive mandatory sinking fund or analogous payments, if any, solely from the trust fund referred to in subparagraph (a) below,
(iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of Holders as beneficiaries hereof with respect to the property so deposited with the Trustee and payable to all or any of them, [(vi) conversion
of the Debentures under Article 13,] [(vii) maintenance of the Trust for United States Federal income tax purposes as a grantor trust under Section 10.8, (viii) the payment of any Additional Sums due under Section 10.7, (ix) the
payment of Trust expenses under Section 10.09,] and (x) the maintenance of the Company Office and the Trustee, at the cost and expense of the Company, shall, at the Company’s written request, execute proper instruments acknowledging
the same, if: 
 (a) the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as a trust fund
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Debentures (i) money in an amount, or (ii) Government Obligations, maturing as to principal and interest at such times and in such amounts as
will ensure the availability of money, or (iii) a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification therefor delivered to the Trustee, to pay
(A) the principal and interest, if any, on all Debentures on each date that such principal or interest, if any, is due and payable and (B) any mandatory sinking fund or analogous payments on the dates on which such payments are due and
payable in accordance with the terms of this Indenture and the Debentures; 
 (b) 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 Debentures shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 123rd day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the expiration of such period); 
 (c) such deposit shall not result in a
breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; 

(d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (i) if such deposits shall include
Government Obligations in respect of 

  
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any government other than the United States of America, such deposit shall not result in the Company, the Trustee or such trust constituting an ‘investment company’ under the Investment
Company Act of 1940, as amended, and (ii) if any such deposit occurs more than one year prior to the stated maturity or redemption date of the Debentures, the Holders will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and 

(e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this paragraph have been complied with. 
 (C) The Company shall be
released from its obligations under Article Eight and Article Ten [(except with respect to maintenance of the Trust as a grantor trust for Federal Income Tax purposes under Section 10.8)] with respect to the Debentures Outstanding on and after
the date the conditions set forth below are satisfied (hereinafter, ‘covenant defeasance’). Covenant defeasance means that, with respect to the Outstanding Debentures, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in Article Ten, whether directly or indirectly by reason of any reference elsewhere herein to such Article by reason of any reference in such Article to any other provision herein or by reason
of any reference to such Article in any other document, and such omission to comply shall not constitute an Event of Default under Section 5.1. The following shall be the conditions to application of this paragraph (C): 

(a) the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as a trust fund specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the Debentures, (i) money in an amount, or (ii) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the
availability of money, or (iii) a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the
principal and interest, if any, on all Debentures on each date that such principal or interest, if any, is due and payable and (B) any mandatory sinking fund or analogous payments on the dates on which such payments are due and payable in
accordance with the terms of this Indenture and the Debentures; 
 (b) no Event of Default or event which, with notice or lapse of time or
both, would become an Event of Default shall have occurred and be continuing on the date of such deposit or at any time during the period ending on the 123rd day after the date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period); 
 (c) such covenant defeasance shall not result in a breach or violation of, or
constitute of a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound; 

  
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 (d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
(i) if such deposits shall include Government Obligations in respect of any government other than the United States of America, such deposit shall not result in the Company, the Trustee or such trust constituting an ‘investment
company’ under the Investment Company Act of 1940, as amended, and (ii) the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and 

(e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such covenant defeasance have been complied with. 
 Section 4.2 Application by Trustee of
Funds Deposited for Payment of Debentures. Subject to Section 4.4, all moneys and Government Obligations deposited with the Trustee (or other trustee), and all money received by the Trustee in respect of Government Obligations deposited
with the Trustee, pursuant to Section 4.1 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company acting as its own paying agent), to the Holders of all sums due and to become
due thereon for principal and interest, if any; but such money need not be segregated from other funds except to the extent required by law. 

Section 4.3 Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture, all
moneys then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such
moneys. 
 Section 4.4 Section 4.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three Years. Any moneys
deposited with or paid to the Trustee or any paying agent for the payment of principal or interest, and not applied but remaining unclaimed for three years after the date upon which such principal or interest shall have become due and payable,
shall, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company by the Trustee or such paying agent, and any Holder shall,
unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment which such Holder may be entitled to collect, and all liability of the Trustee or
any paying agent with respect to such moneys shall thereupon cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment with respect to moneys deposited with it for any payment
shall at the expense of the Company, mail by first class mail to Holders of Debentures at their addresses as they shall appear on the Securities Register for the Debentures, notice that such moneys remain and that, after a date specified therein,
which shall not be less than 30 days from the date of such mailing any unclaimed balance of such moneys then remaining will be repaid to the Company. 

  
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 Section 4.5 Indemnity for Government Obligations. The Company shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 4.1 or the principal or interest received in respect of such Government Obligations, other than any such
tax, fee or other charge which by law is for the account of the Holders for whose benefit such Government Obligations are held. 
 ARTICLE V

 REMEDIES 
 Section 5.1
Events of Default. “Event of Default”, wherever used herein with respect to the Debentures, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

(a) default in the payment of any interest upon the Debenture, including any Additional Interest in respect thereof, when it becomes due and
payable, and continuance of such default for a period of 30 days (subject to the deferral of any due date in the case of an Extension Period); or 

(b) default in the payment of the principal of (or premium, if any, on) the Debentures when due whether at Stated Maturity, upon redemption,
by declaration or otherwise; or 
 (c) failure on the part of the Company duly to observe or perform any other of the covenants or
agreements on the part of the Company contained in the Debentures or contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of the Company) and continuance of such
failure for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been given by registered or certified
mail to the Company by the Trustee, or to the Company and the Trustee by a Holder or Holders of at least 25% in aggregate principal amount of the Debentures at the time Outstanding or the holder [or holders of at least 25% in aggregate liquidation
amount of the Preferred Securities]; 
 (d) failure by the Company to issue the Common Stock in accordance with Section 13.1 upon an
appropriate election by the Holder or Holders of the Debentures to convert the Debentures into shares of Common Stock; 
 (e) the entry of a
decree or order by a court having jurisdiction in the premises adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of the Company
under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of substantially all of its
property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or 

  
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 (f) the institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or
the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of substantially all 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 and its willingness to be adjudicated as bankrupt, or the taking of
corporate action by the Company in furtherance of any such action. 
 Section 5.2 Acceleration of Maturity; Rescission and
Annulment. If an Event of Default 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 Debentures of any series may declare the principal amount of all the
Debentures of such series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); [provided that, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Debentures fail to declare the principal of all the Debentures to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee,] and upon any such declaration such principal amount (or specified amount) of and the accrued interest (including any Additional Interest) on all the Debentures shall become immediately
due and payable, provided that the payment of principal and interest (including any Additional Interest) on the Debentures shall remain subordinated to the extent provided in Article 12. 

At any time after such a declaration of acceleration with respect to Debentures 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 Debentures, by written notice to the Company and the Trustee may rescind and annul such
declaration and its consequences if: 
 (i) the Company has paid or deposited with the Trustee a sum sufficient to pay 

(A) all overdue installments of interest (including any Additional Interest) on the Debentures; 

(B) the principal of (and premium, if any, on) the Debentures which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Debentures; 

  
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 (C) to the extent that payment of such interest is lawful, interest (including
any Additional Interest) upon overdue installments of interest at the rate borne by the Debentures; 
 (D) all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 

(ii) all Events of Default with respect to Debentures, other than the non-payment of the principal of the Debentures which has
become due solely by such acceleration, have been cured or waived as provided in Section 5.13. [If the Holders of a majority in principal amount of the Outstanding Debentures fail to rescind and annul such declaration and its consequences, the
holders of a majority in liquidation amount of the Preferred Securities then outstanding shall have such right.] 
 Section 5.3
Collection of Indebtedness and Suits for Enforcement by Trustee. 
 The Company covenants that if: 

(a) default is made in the payment of any installment of interest (including any Additional Interest) on the Debentures when such interest
becomes due and payable and such default continues for a period of 30 days, or 
 (b) default is made in the payment of the principal of
(and premium, if any, on) the Debentures whether at the Stated Maturity thereof or upon redemption, by declaration or otherwise, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Debentures, the whole
amount then due and payable on the Debentures for principal (and premium, if any) and interest (including any Additional Interest), including, to the extent that payment of such interest shall be lawful, interest on any overdue principal (and
premium, if any) and on any overdue installments of interest (including any Additional Interest) at the rate borne by the Debentures, and, in addition thereto, all amounts owing the Trustee under Section 6.7. 

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgement or final decree, and may enforce the same against the Company or any other obligor upon the Debentures 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 the Debentures, wherever situated. 

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of the Debentures by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy. 

  
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 Section 5.4 Trustee May File Proofs of Claim. 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 Debentures: 

(a) the Trustee (irrespective of whether the principal of the Debentures 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 (and premium, if any) or interest (including any Additional 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 (including any Additional Interest) owing and unpaid in respect to the Debentures and to file such other papers or documents as may be necessary or advisable and to take any and all actions as are authorized under the
Trust Indenture Act in order to have the claims of the Holders and any predecessor to the Trustee under Section 6.7 allowed in any such judicial proceedings; and 

(ii) in particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable
on any such claims and to distribute the same in accordance with Section 5.6; and 
 (b) 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 for distribution in accordance with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it and any predecessor Trustee under Section 6.7; 

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 Debentures or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 

Section 5.5 Trustee May Enforce Claim Without Possession of Debentures. All rights of action and claims under this Indenture or
the Debentures may be prosecuted and enforced by the Trustee without the possession of any of the Debentures 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 judgement shall, after provision for the payment of all the amounts owing the Trustee and any predecessor Trustee under Section 6.7, its agents and counsel, be for the ratable benefit of
the Holders of the Debentures in respect of which such judgement has been recovered. 
 Section 5.6 Application of Money
Collected. Any money or property collected or to be applied by the Trustee with respect to the Debentures pursuant to this Article shall be 

  
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applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal (or premium, if any) or interest
(including any Additional Interest), upon presentation of the Debentures 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 and any predecessor Trustee under Section 6.7; 

SECOND: To the payment of the amounts then due and unpaid upon the Debentures for principal (and premium, if any) and interest (including any
Additional Interest), in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on the Debentures for principal (and premium, if any)
and interest (including any Additional Interest), respectively; 
 THIRD: The balance, if any, to the Person or Persons entitled thereto;
and 
 FOURTH: To the Company. 

Section 5.7 Limitation on Suits. No Holder of the Debentures[,including a holder of Preferred Securities acting to enforce the
rights of the Property Trustee as a Holder of the Debentures pursuant to Section 6.8 of the Trust Agreement,] shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a
receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: 
 (a) such
Holder has previously given written notice to the Trustee of a continuing Event of Default; 
 (b) [if the Trust is not the sole Holder of
the Outstanding Debentures,] the Holders of not less than 25% in principal amount of the Outstanding Debentures 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; 
 (c) 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; 
 (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and 
 (e) 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 Debentures; 
 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 Holders of the Debentures, 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 such Holders. 

  
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 Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and
Interest. Notwithstanding any other provision in this Indenture, the Holder of any Debenture shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and (subject to Section 3.7)
interest (including any Additional Interest) on such Debenture on the Maturity [or to convert such Debenture in accordance with Article 13] and to institute suit for the enforcement of any such payment and right to convert, and such right shall not
be impaired without the consent of such Holder. [For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Indenture and the Trust Agreement, upon an Event of Default
specified in Sections 5.1(a) or 5.1(b), any holder of Preferred Securities shall have the right to institute a proceeding directly against the Company, for enforcement of payment to such holder of the principal amount of or interest on Debentures
having a principal amount equal to the liquidation amount of the Preferred Securities of such holder (a “Direct Action”). Notwithstanding any payment made to such holder of Preferred Securities by the Company in connection with a Direct
Action, the Company shall remain obligated to pay the principal of or interest on the Debentures held by the Trust or the Property Trustee. In connection with any such Direct Action, the rights of the Company will be subrogated to the rights of any
holder of the Preferred Securities to the extent of any payment made by the Company to such holder of Preferred Securities as a result of such Direct Action. Except as set forth in this Section, the holders of Preferred Securities shall have no
right to execute any right or remedy available to the Holders of or in respect of, the Debentures.] 
 Section 5.9 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 the Company, the Trustee and the Holder shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 Section 5.10
Rights and Remedies Cumulative. Except as otherwise provided in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of the Debentures 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. 

  
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 Section 5.12 Control by Holders. The Holders of a majority in principal amount of the
Outstanding Debentures 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
Debentures of such series, provided that: 
 (a) such direction shall not be in conflict with any rule of law or with this Indenture, 

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 

(c) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow 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 be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability. 

Upon receipt by the Trustee of any written notice directing the time, method or place of conducting any such proceeding or exercising any such
trust or power, with respect to the Debentures and, if all or part of the Debentures is represented by a Global Security, a record date shall be established for determining Holders of Outstanding Debentures entitled to join in such notice, which
record date shall be at the close of business on the day the Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such
Holders remain Holders after such record date, provided, that, unless the Holders of a majority in principal amount of the Outstanding Debentures shall have joined in such notice prior to the day which is 90 days after such record date, such
notice shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new notice
identical to a notice which has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.12. 

Section 5.13 Waiver of Past Defaults. Subject to Section 9.2 hereof, the Holders of not less than a majority in principal
amount of the Outstanding Debentures of any series may on behalf of the Holders of all the Debentures of such series waive any past default hereunder with respect to Debentures and its consequences, except a default: 

(a) in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on the Debentures (unless such
default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Trustee), or 

(b) in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each
Outstanding Debenture[; provided, however, that if the Debentures are held by the Trust or a trustee of the Trust, such waiver shall not be effective until the holders of a majority in liquidation amount of Preferred Securities shall
have consented to such waiver; provided, further, that if the consent of the Holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the Trust Securities shall have consented to such
waiver]. 

  
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 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. [If the Holders of a majority in aggregate principal amount
of the Outstanding Debentures fail to waive such Event of Default, the holders of a majority in aggregate liquidation amount of Preferred Securities shall have such right.] No such rescission shall affect any subsequent default or impair any right
consequent thereon. 
 Section 5.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Debenture
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 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, 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 shall not apply 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 Debentures, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest (including
any Additional Interest) on the Debentures on or after the Maturity of the Debentures or to convert a Debenture in accordance with Article 13. 

Section 5.15 Waiver of Usury, Stay, or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE VI

 THE TRUSTEE 

Section 6.1 Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, 

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

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

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

(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 
 (i) this Subsection shall not be construed to limit the effect
of Subsection (a) of this Section; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith
by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii) 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 Holders pursuant to Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture. 
 (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 there shall be 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 relating to the
conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 

Section 6.2 Notice of Defaults. Within 90 days after actual knowledge by a Responsible Officer of the Trustee of the occurrence of
any default hereunder, the Trustee shall transmit by mail to all Holders of Debentures, as their names and addresses appear in the Securities Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured
or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on Debenture, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible 

  
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Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of Debentures; and provided, further, that, except in the
case of any default of the character specified in Section 5.1(c), no such notice to Holders of the Debentures 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. 
 Section 6.3 Certain Rights
of Trustee. Subject to the provisions of Section 6.1: 
 (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, Debenture or other paper or document believed by it to be genuine and to have been signed or presented
by the proper party or parties; 
 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order 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 and an Opinion of Counsel; 
 (d) the Trustee may
consult with counsel of its selection, 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 reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction; 
 (f) the Trustee is not required to expend or risk its own funds or otherwise incur personal financial
liability in the performance of its duties if the Trustee reasonably believes that repayment or adequate indemnity is not reason ably assured to it. 

(g) 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, indenture, Debenture or other paper or document, but the Trustee in its discretion may make such inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; 

(h) 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 any part of any agent or attorney appointed with due care by it hereunder; and 

(i) the Trustee shall not be charged with knowledge of any default unless either (i) a Responsible Officer shall have actual knowledge
thereof, or (ii) the Trustee shall have received written notice thereof from the Company or any Holder of the Debentures. 

  
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 Section 6.4 Not Responsible for Recitals or Issuance of Debentures. The recitals
contained herein and in the Debentures, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Debentures. The Trustee shall not be accountable for the use or application by the Company of the Debentures or the proceeds thereof. 

Section 6.5 May Hold Debentures. The Trustee, any Paying Agent, Securities Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of Debentures and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Securities
Registrar or such other agent. 
 Section 6.6 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 of interest on any money received by it hereunder except as otherwise agreed in writing with the Company. 

Section 6.7 Compensation and Reimbursement. The Company agrees 

(a) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder in such amounts as the Company and the
Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 

(b) 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); and 

(c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and
the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs
and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnification shall survive the resignation or removal of the Trustee and the termination
of this Indenture. 
 To secure the Company’s payment obligations in this Section, the Company and the Holders agree that the Trustee
shall have a lien prior to the Debentures on all money or 

  
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property held or collected by the Trustee except assets held in trust to pay principal and premium, if any, or interest on particular Debentures pursuant to the discharge and defeasance
provisions pursuant to Article 4, or pursuant to any redemption pursuant to Article 11 hereof if monies have been deposited for such redemption and notice has been given and the Redemption Date has passed. Such lien shall survive the satisfaction
and discharge of this Indenture. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 5.1(e) or (f) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Reform Act of 1978 or a successor statute. 

Section 6.8 Disqualification; Conflicting Interests. The Trustee shall be subject to the provisions of Section 310(b) of the
Trust Indenture Act. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. The Trust Agreement and the Guarantee shall
be deemed to be specifically described in this Indenture for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. The Trustee’s services as Guarantee Trustee and Trustee under the
Trust Agreement shall not be deemed to constitute conflicting interests. 
 Section 6.9 Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be 
 (a) a corporation organized and doing business under the laws of the
United States of America or of any State, Territory or the District of Columbia, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal, State, Territorial or District of Columbia
authority, or 
 (b) a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to
act as Trustee pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers, and subject to supervision or examination by authority of such foreign government or a political subdivision
thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, 
 in either case having
a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then, to 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. Neither the Company nor any
Person directly or indirectly controlling, controlled by or under common control with the Company shall serve as Trustee hereunder. 

  
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 Section 6.10 Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. 

(b) The Trustee may resign at any time by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

(c) The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Debentures, delivered to
the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee. 
 (d) If at any time: 

(i) the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Debenture for at least six months, or 
 (ii) the Trustee shall cease to be eligible under
Section 6.9 and shall fail to resign after written request therefor by the Company or by any such Holder, or 
 (iii)
the Trustee shall become incapable of acting or shall be adjudged as bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, 
 then, in any such case, (A) the Company by Board Resolution may remove the
Trustee, or (B) subject to Section 5.14, any Holder who has been a bona fide Holder of a Debenture for at least six months may, on behalf of himself and all other similarly situated Holders, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee. 
 (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 Debentures, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Debentures shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Debentures delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been appointed by the
Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Debenture for at least six months may, subject to Section 5.14, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. 

  
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 (f) The Company shall give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of the Debentures as their name and addresses appear in the Securities Register. Each notice shall include the name of
the successor Trustee and the address of its Corporate Trust Office. 
 Section 6.11 Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee, 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. 
 (b)
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 rights, power and trusts referred to in paragraph (a) of this
Section. 
 (c) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article. 
 Section 6.12 Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee and any agency appointments of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Debentures 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 Debentures so authenticated, and in case any Debentures shall not have been authenticated, any successor to the Trustee may authenticate such
Debentures either in the name of any predecessor Trustee or in the name of such successor Trustee, and in all cases the certificate of authentication shall have the full force which it is provided anywhere in the Debentures or in this
Indenture that the certificate of the Trustee shall have. 
 Section 6.13 Preferential Collection of Claims Against Company. If
and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Debentures), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any
such other obligor). 

  
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 Section 6.14 Appointment of Authenticating Agent. The Trustee may appoint an
Authenticating Agent or Agents with respect to the Debentures which shall be authorized to act on behalf of the Trustee to authenticate the Debentures issued upon exchange, registration of transfer or partial redemption thereof, and Debentures 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
Debentures 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. 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, or of any State, Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section. 
 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 all or substantially all of the corporate trust business of an Authenticating Agent shall be the
successor Authenticating Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner
provided in Section 1.6 to all Holders of the Debentures. 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 provision of this Section. 

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 

  
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 If an appointment is made pursuant to this Section, the Debentures may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 
 This is
one of the Debentures referred to in the within mentioned indenture. 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
As Trustee
		
	By:	 	  

		 	As Authenticating Agent
		
	By:	 	  

		 	Authorized Officer


 ARTICLE VII 

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 

Section 7.1 Company to Furnish Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee
(unless the Trustee is acting as the Securities Registrar). 
 (a) quarterly at least 5 Business Days before each Interest Payment Date, a
list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of each such date. 
 (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. 

Section 7.2 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 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Securities Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.1 upon receipt of a new list so furnished. 
 (b) The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Debentures, and the corresponding rights and privileges of the Trustee, shall be as provided in the Trust Indenture Act. 

(c) Every Holder of Debentures, 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 information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act. 

  
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 Section 7.3 Reports by Trustee. (a) The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant thereto. 

(b) Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted within 60 days after May 15
of each year, commencing with the first May 15 after the first issuance of Debentures under this Indenture. 
 (c) A copy of each such
report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange or self regulatory organization of which the Trustee has received notice by the Company upon which the Debentures are listed and also with
the Commission. The Company will notify the Trustee whenever the Debentures are listed on any stock exchange or with any self-regulatory organization. 

Section 7.4 Reports by Company. The Company shall file with the Trustee and with the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act, provided that any such information,
documents or reports required to be filed with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is required to be filed with the
Commission. [Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company shall continue to file with the Commission and provide
the Trustee and Holders with the annual reports and the information, documents and other reports which are specified in Sections 13 and 15(d) of the Securities Exchange Act of 1934.] The Company also shall comply with the other provisions of Trust
Indenture Act Section 314(a). 
 ARTICLE VIII 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 

Section 8.1 Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an
entirety to the Company, unless: 
 (a) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of
the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume,


  
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by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and
interest (including any Additional Interest) on all the Debentures and the performance of every covenant of this Indenture on the part of the Company to be performed or observed and shall have provided for conversion rights in accordance with
Article 13; 
 (b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be continuing; 
 (c) [such consolidation, merger, conveyance,
transfer or lease is permitted under the Trust Agreement and Guarantee and does not give rise to any breach or violation of the Trust Agreement or Guarantee;] and 

(d) 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 any such supplemental indenture complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with, and the Trustee, subject to
Section 6.1, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1. 

Section 8.2 Successor Corporation Substituted. Upon any consolidation or merger by the Company with or into any other Person, or
any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation 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 corporation had been named as the
Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Debentures and may be dissolved and liquidated. 

Such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the
Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee, and, upon the Company Order of such successor corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debentures which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such
provisions and any Debentures which such successor corporation thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Debentures so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof. 

  
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 In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology
and form may be made in the Debentures thereafter to be issued as may be appropriate. 
 ARTICLE IX 

SUPPLEMENTAL INDENTURES 

Section 9.1 Supplemental Indentures Without Consent of Holders. 

Without the consent of or notice to any Holder, 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: 

(a) 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 Debentures contained; or 
 (b) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to
surrender any right or power herein conferred upon the Company; or 
 (c) to add to covenants of the Company for the benefit of the Holders
of the Debentures or to surrender any right or power herein conferred upon the Company; or 
 (d) to make provision with respect to the
conversion rights of Holders pursuant to the requirements of Article 13; or 
 (e) to add any additional Events of Default; or 

(f) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make
any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause shall not materially adversely affect the interest of the Holders of Debentures [and for so long
as any of the Preferred Securities shall remain outstanding, the holders of such Preferred Securities]; or 
 (g) to evidence and provide
for the acceptance of appointment hereunder by successor Trustee 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 Trust hereunder by more than one Trustee,
pursuant to the requirements of Section 6.11(b); or 
 (h) to comply with the requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act; or 
 (i) to make provision for transfer procedures,
certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Debentures, and all other matters required pursuant to Section 3.5 [or otherwise necessary, desirable or appropriate in connection with the
issuance of Debentures to holders of Preferred Securities in the event of a distribution of Debentures by the Trust if a Special Event occurs and is continuing.] 

  
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 Section 9.2 Supplemental Indentures with Consent of Holders. With the consent of the
Holders of not less than a majority in principal amount of the Outstanding Debentures, 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 the Debentures under this
Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Debenture affected thereby, 

(a) except to the extent permitted by Section 3.11 with respect to the extension of the interest payment period of the Debentures, change
the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, the Debentures, or reduce the principal amount thereof or the rate of interest thereon or reduce any premium payable upon the redemption
thereof, or change the place of payment where, or the coin or currency in which, any Debenture or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity thereof (or, in the
case of redemption, on or after the date fixed for redemption thereof), or 
 (b) adversely affect any right to convert or exchange any
Debenture or modify the provisions of this Indenture with respect to the subordination of the Debentures in a manner adverse to such Holder; or 

(c) reduce the percentage in principal amount of the Outstanding Debentures, 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 

(d) modify any of the provisions of this Section, Section 4.1, Section 5.8, Section 5.13, 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 Debenture affected thereby[, or the consent of the holders of all the Preferred Securities as the case
may be]; [or provided that, so long as any Preferred Securities remain outstanding no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be
effective, without the prior consent of the holders of at least a majority of the aggregate liquidation amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Debentures and all accrued and
unpaid interest (including any Additional Interest) thereon have been paid in full.] 
 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. 

  
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 Section 9.3 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 trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent have been complied with. The
Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

Section 9.4 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 the Debentures theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby. 
 Section 9.5 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 9.6 Reference in Debentures to
Supplemental Indentures. Debentures 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 Debentures so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Debentures presented to the Trustee. 

ARTICLE X 
 COVENANTS 

Section 10.1 Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of the Holders of the
Debentures that it will duly and punctually pay the principal of (and premium, if any) and interest (including Additional Interest) on the Debentures in accordance with the terms of the Debentures and this Indenture. 

Section 10.2 Maintenance of Office or Agency. The Company will maintain in the United States an office or agency where Debentures
may be presented or surrendered for payment and an office or agency where Debentures may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Debentures and this Indenture may
be served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency.
If at any time the Company shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

  
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 The Company may also from time to time designate one or more other offices or agencies where the
Debentures may be presented or surrendered for any or all of 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 the United States for such purposes. The Company will give prompt written notice to the Trustee of any such designation and any change in the location of any such office or agency. 

Section 10.3 Money for Debenture Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with
respect to the Debentures, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Debentures, 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 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 failure so to act. 

Whenever the Company shall have one or more Paying Agents, it will, on or before each due date of the principal of or interest on the
Debentures, 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 and premium (if any) or interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. 
 The Company will
cause each Paying Agent 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: 

(a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Debentures 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; 
 (b) give
the Trustee notice of any default by the Company (or any other obligor upon the Debentures) in the making of any payment of principal (and premium, if any) or interest; 

(c) 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; and 
 (d) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent.

 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, 

  
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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 the Company or any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
 Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Debenture and remaining unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request, after all payments owing the Trustee have been paid, to the Company, or (if
then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Debenture 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. 

Section 10.4 Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon the Company or upon the income, profits or property of the Company, and (b) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Company; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by appropriate proceedings. 
 Section 10.5 Statement as to
Compliance. The Company shall deliver to the Trustee, within 120 days after the end of each calendar year of the Company ending after the date hereof an Officers’ Certificate (signed by at least one of the officers referred to in
Section 314(a)(4) of the Trust Indenture Act) covering the preceding calendar year, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance, observance or fulfillment of or compliance
with 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. For the purpose of this
Section 10.5, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. 

Section 10.6 Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any covenant or condition
set forth in this Article 10, if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Debentures, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company in
respect of any such covenant or condition shall remain in full force and effect. 

  
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 Section 10.7 [Additional Sums. In the event that (a) the Property Trustee is the
Holder of all of the Outstanding Debentures, (b) a Tax Event in respect of the Trust shall have occurred and be continuing and (c) the Company shall not have (i) redeemed the Debentures pursuant to Section 11.7 or 11.8 or
(ii) terminated the Trust pursuant to Section 9.2(b) of the Trust Agreement, the Company shall pay to the Trust (and its permitted successors or assigns under the Trust Agreement) for so long as the Trust (or its permitted successor or
assignee) is the registered holder of the Debentures, such additional amounts as may be necessary in order that the amount of distributions (including any Additional Amounts (as defined in the Trust Agreement)) then due and payable by the Trust on
the Preferred Securities and Common Securities that at any time remain outstanding in accord with the terms thereof shall not be reduced as a result of any Additional Taxes (the “Additional Sums”). Whenever in this Indenture or the
Debentures there is a reference in any context to the payment of principal of or interest on the Debentures, such mention shall be deemed to include mention of the payments of the Additional Sums provided for in this paragraph to the extent
that, in such context, Additional Sums are, were or would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such express mention is not made; provided, however, that the extension of an interest payment period pursuant to Section 3.11 or the Debentures shall not
extend the payment of any Additional Sums that may be due and payable during such interest payment period.] 
 Section 10.8
Additional Covenants. The Company covenants and agrees with each Holder of Debentures that so long as the Debentures are outstanding, if (i) there shall have occurred any event of which the Company has actual knowledge that (A) with
the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder and (B) in respect of which the Company shall not have taken reasonable steps to cure, (ii) the Company shall be in default with respect to
its payment of any obligations under the Guarantee or (iii) the Company shall have given notice of its selection of an Extension Period as provided herein and shall not have rescinded such notice, or such period, or any extension
thereof, shall be continuing, then the Company shall not, (a) declare or pay any dividend on, make distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its Common Stock (other than
(i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan, (ii) as a result of a reclassification of the Company’s Common Stock or the
exchange or conversion of one class or series of the Company’s Common Stock for another class or series of the Company’s Common Stock, (iii) the purchase of fractional interests in shares of the Company’s Common Stock pursuant to
the conversion or exchange provisions of such Common Stock of the Company or the security being converted or exchanged or (iv) purchases or acquisitions of shares of Common Stock to be used in connection with acquisitions of Common Stock by
shareholders pursuant to the Company’s dividend reinvestment plan) or make any guarantee payments with respect to the foregoing and (b) the Company shall not make any payment of principal or premium, if any, on or repurchase any debt
securities (including guarantees) other than at stated maturity issued by the Company which rank pari passu with or junior to the Debentures. 

[The Company also covenants with each Holder of the Debentures (i) that for so long as Preferred Securities are outstanding not to
convert the Debentures except pursuant to a 

  
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notice of conversion delivered to the Conversion Agent by a holder of Preferred Securities and (ii) to maintain directly or indirectly 100% ownership of the Common Securities of the Trust;
provided, however, that any permitted successor of the Company hereunder may succeed to the Company’s ownership of such Common Securities, (iii) not to voluntarily terminate, wind-up or liquidate the Trust, except (a) in
connection with a distribution of the Debentures to the holders of Preferred Securities in liquidation of the Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement and (iv) to use
its reasonable efforts, consistent with the terms and provisions of the Trust Agreement to cause the Trust to remain a grantor trust and not to be classified as an association taxable as a corporation for United States Federal income tax purposes.]

 Section 10.9 [Payment of Expenses of the Trust. In connection with the offering, sale and issuance of the Debentures to the
Property Trustee and in connection with the sale of the Preferred Securities by the Trust, the Company shall: 
 (a) pay for all costs, fees
and expenses relating to the offering, sale and issuance of the Preferred Securities (including commissions, discounts and expenses in connection therewith) and compensation of the Trustee under the Indenture in accordance with the provisions of
Section 6.7 of the Indenture; 
 (b) be responsible for and pay for all debts and obligations (other than with respect to the Preferred
Securities) of the Trust, pay for all costs and expenses of the Trust (including, but not limited to, costs and expenses relating to the organization of the Trust, the offering, sale and issuance of the Preferred Securities (including commissions,
discounts and expenses in connection therewith), the fees and expenses of the Property Trustee and the Delaware Trustee, the costs and expenses relating to the operation of the Trust, including without limitation, costs and expenses of accountants,
attorneys, statistical or bookkeeping services, expenses for printing and engraving and computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s), duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing, and disposition of Trust assets); and 
 (c) pay any and all
taxes (other than United States withholding taxes attributable to the Trust or its assets) and all liabilities, costs and expenses with respect to such taxes of the Trust.] 

ARTICLE XI 
 REDEMPTION OR
EXCHANGE OF DEBENTURES 
 Section 11.1 Election to Redeem; Notice to Trustee. The election of the Company to redeem any
Debentures shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company, the Company shall, not less than 45 days prior to the date fixed for redemption (unless a shorter notice shall be
satisfactory to the Trustee, at their convenience), notify the Trustee in writing of such date and of the principal amount of Debentures to be redeemed. 

  
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 Section 11.2 Selection of Debentures to Be Redeemed. If less than all the Debentures
are to be redeemed, the particular Debentures to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee from the Outstanding Debentures not previously called for redemption, by lot or by such other 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 the Debentures Outstanding, provided that the unredeemed portion of the principal amount of the
Debentures be in an authorized denomination (which shall not be less than the minimum authorized denomination) for the Debentures. 
 The
Trustee shall promptly notify the Company in writing of the Debentures selected for partial redemption and the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Debentures shall relate, in the case of any Debenture redeemed or to be redeemed only in part, to the portion of the principal amount of such Debenture which has been or is to be redeemed. If the Company shall so
direct, Debentures registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Debentures selected for redemption. 

Section 11.3 Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later than
the thirtieth day, and not earlier than the sixtieth day, prior to the date fixed for redemption, to each Holder of Debentures to be redeemed, at the address of such Holder as it appears in the Securities Register. 

With respect to Debentures to be redeemed, each notice of redemption shall state: 

(a) the Redemption Date; 
 (b)
the redemption price at which the Debentures are to be redeemed (the “Redemption Price”); 
 (c) if less than all Outstanding
Debentures are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Debentures to be redeemed (including, if relevant, the CUSIP or ISIN number); 

(d) that on the Redemption Date the Redemption Price will become due and payable upon each such Debenture or portion thereof, and that upon
deposit with the Paying Agent interest thereon, if any, shall cease to accrue on and after the Redemption Date; 
 (e) the place or places
where the Debentures are to be surrendered for payment of the redemption price at which the Debentures are to be redeemed; and 
 (f) that a
Holder of Debentures who desires to convert Debentures called for redemption must satisfy the requirements for conversion contained in the Debentures, the then existing conversion price or rate, and the date and time when the option to convert shall
expire. 
 Notice of redemption of Debentures to be redeemed at the election of the Company shall be given by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the Company and shall be irrevocable. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not


  
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the Holder receives such notice. In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Debenture designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other Debenture. 
 Section 11.4 Deposit of Redemption
Price. Prior to 10:00 a.m., New York City time, on the Redemption Date specified in the notice of redemption given as provided in Section 11.3, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in Article 4) an amount of money sufficient to redeem on the Redemption Date all the Debentures so called for redemption at the applicable Redemption Price. 

If any Debenture called for redemption has been converted, any money deposited with the Trustee or with any Paying Agent or so segregated and
held in trust for the redemption of such Debenture shall (subject to any right of the Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the last paragraph of Section 3.7) be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such trust. 
 Section 11.5 Debentures Payable on
Redemption Date. If notice of redemption has been given as provided in Section 11.3, the Debentures so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, including any accrued
interest (and any Additional Interest) thereon, and from and after such date (unless the Company shall default in the payment of the Redemption Price or any accrued interest on (including any Additional Interest)) such Debentures shall cease to bear
interest. Upon surrender of any such Debenture for redemption in accordance with said notice, such Debenture shall be paid by the Company at the Redemption Price, including any accrued interest (and any Additional Interest) to the Redemption Date,
provided, however, that installments of interest on Debentures whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Debentures, or one of more Predecessor Debentures, registered as such at
the close of business on the relevant Regular Record Dates or Special Record Dates, as the case may be, according to their terms and the provisions of Section 3.7. 

If any Debenture called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in the Debenture. 
 Section 11.6 Debentures Redeemed
in Part. In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of or exchange any Debenture during a period beginning at 9:00 a.m. (New York City time) 15 Business Days before any
selection for redemption of Debentures and ending at 5:00 p.m. (New York City time) on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Debentures to be so redeemed and (ii) register
the transfer of or exchange any Debentures so selected for redemption, in whole or in part, except for the unredeemed portion of any Debentures being redeemed in part. 

Any Debenture which is to be redeemed only in part shall be surrendered at the place of payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, 

  
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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 make available for delivery to the Holder of such Debenture without service charge, a new Debenture or Debentures, 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 Debenture so surrendered. Each Debenture shall be subject to partial redemption only in the amount of [$1,000] or integral multiples thereof. 

The Debentures are not entitled to the benefit of any sinking or like fund. 

Section 11.7 Mandatory Redemption. Subject to Sections 5.2 and 5.13, upon (i) repayment at maturity or (ii) as a result
of acceleration upon the occurrence of an Event of Default, the Company shall redeem all the Outstanding Debentures at a redemption price equal to 100% of the principal amount of such Debentures plus any accrued and unpaid interest, including any
Additional Interest, to the date fixed for redemption. 
 Section 11.8 Optional Redemption. Except as set forth below, on and
after             , 20     and subject to the next succeeding sentence, the Company shall have the right, at any time and from time to time, to redeem the Debentures, in
whole or in part, upon notice given as set forth in Section 11.3 during the twelve-month periods beginning on                      in each of
the following years at the indicated Redemption Price (expressed as a percentage of the principal amount of the Debentures being redeemed), together with any accrued but unpaid interest on the portion being redeemed: 

 

											
	 Year
	  	Redemption Price
(% of principal amount)	 	 	Year	  	Redemption Price
(% of principal amount)	 
	 20    
	  	 	    	% 	 	20    	  	 	    	% 
	 20    
	  	 	    	% 	 	20     and thereafter	  	 	100.0	% 
	 20    
	  	 	    	% 	 		  			
	 20    
	  	 	    	% 	 		  			
	 20    
	  	 	    	% 	 		  			

 The Company may not redeem the Debentures in whole or in part unless all accrued and unpaid interest has been
paid in full on all outstanding Debentures for all quarterly interest periods terminating on or prior to the Redemption Date. 
 Upon the
occurrence of a Tax Event, the Company shall have the right, upon not less than 30 nor more than 60 days’ notice, to redeem the Debentures in whole or in part, for cash upon the later of (i) 90 days following the occurrence of such Tax
Event or (ii)             , 20    , at a Redemption Price equal to the principal amount of such Debentures plus any accrued and unpaid interest, including
Additional Interest, to the date fixed for such redemption. 
 Section 11.9 [Exchange of Trust Securities for Debentures.
(a) At any time, the Company shall have the right to terminate the Trust and cause the Debentures to be distributed to the holders of the Preferred Securities in liquidation of the Trust after satisfaction of liabilities to creditors of the
Trust as provided by applicable law. 

  
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 (b) If a Special Event in respect of the Trust shall occur, the Company shall give the Property
Trustee notice of the same. If a Special Event in respect of the Trust shall occur and be continuing, the Trust Agreement requires the Property Trustee to direct the Conversion Agent (as defined in the Trust Agreement) to exchange all outstanding
Trust Securities for the Debentures having a principal amount equal to the aggregate liquidation amount of the Trust Securities to be exchanged with accrued interest in an amount equal to any unpaid distributions (including any Additional Amounts)
on the Trust Securities provided that, in the case of a Tax Event, the Company shall have the right to direct the Property Trustee that less than all, or none of the Trust Securities be so exchanged (i) if and for so long as the
Company shall have elected to pay any Additional Sums such that the net amounts received by holders of the Trust Securities not so exchanged in respect of distributions are not reduced as a result of such Tax Event, and shall not have revoked any
such election or failed to make such payments or (ii) if the Company shall instead elect to redeem the Debentures, in whole or in part, in the manner set forth in Section 11.8.] 

Section 11.10 Purchases of Debentures. Subject to applicable law (including without limitation, United States federal securities
law), the Company or its subsidiaries or Affiliates may at any time and from time to time purchase outstanding Debentures by tender, in the open market or by private agreement. 

ARTICLE XII 
 SUBORDINATION OF
DEBENTURES 
 Section 12.1 Debentures Subordinate to Senior Debt. The Company covenants and agrees, and each Holder of a
Debenture, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest)
on each and all of the Debentures are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all amounts then due and payable in respect of all Senior Debt (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt and that no payment on account of principal of, premium, if any, or interest on the Debentures and no acquisition of, or
payment on account of any sinking fund for, the Debentures may be made unless full payment of all amounts then due for principal, premium, if any, and interest then due on all Senior Debt (by maturity, lapse of time, acceleration or otherwise) has
been made or duly provided for in cash or in a manner satisfactory to the holders of such Senior Debt. 
 Section 12.2
Payment Over of Proceeds Upon Dissolution, Etc. Upon any distribution of the Company’s assets in connection with any dissolution, winding up, liquidation or reorganization of the Company, whether voluntary or involuntary, in bankruptcy,
insolvency or receivership proceedings (each such event, if any, herein sometimes referred to as a “Proceeding”), or upon an assignment for the benefit of creditors or otherwise: (i) all Senior Debt (including without limitation all
interest accruing on or after the filing of any petition in 

  
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bankruptcy relating to the Company at the relevant contractual rate, whether or not such claim for post-petition interest is allowed in such proceeding) must be paid in full in cash before the
Holders of the Debentures are entitled to any payments or distributions of any kind or character (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including the
Debentures) subordinated to the payment of the Debentures), and (ii) any payment or distribution of the Company’s assets of any kind or character, whether in cash, securities or other property, which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Debentures shall be paid or delivered directly to the holders of such Senior Debt (or their representative or trustee) in accordance with the priorities then existing among such
holders until all Senior Debt shall have been paid in full in cash before any payment or distribution is made to the Holders of the Debentures. 

In the event that notwithstanding the subordination provisions set forth herein, any payment or distribution of assets of any kind or
character is made on the Debentures at a time when the respective payment is not permitted to be made as a result of the subordination provisions described above and before all Senior Debt is paid in full in cash, the Trustee or the Holders of the
Debentures receiving such payment will be required to pay over such payment or distribution to the holders of such Senior Debt. 
 For the
purposes of this Article only, the words “any payment or distribution of any kind or character” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person
provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as the Debentures 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 sale 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 8 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 sale
such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article Eight. 

Section 12.3 No Payment When Senior Debt in Default. (a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on, or other amounts owing with respect to, any Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing and shall have
resulted in such Senior Debt becoming or being able to be declared due and payable prior to the date it would otherwise have become due and payable, unless and until such event of default shall have been waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event or default, then, no payment or distribution of any kind or character,
whether in cash, properties or Debentures shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest), if any, on the Debentures or on account of the purchase or other acquisition of
Debentures by the Company or any Subsidiary other than payments made from funds on deposit pursuant to Section 4.1 or from funds on deposit for the redemption of Debentures for which notice of redemption has been given and the Redemption Date
has passed. 

  
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 The Company shall give prompt written notice to the Trustee of any default of the type described
in the preceding paragraph in respect of Senior Debt; provided that no failure to give such a notice shall have any effect whatsoever on the subordination provisions described herein. 

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of the Debentures 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 as set forth in Section 12.9, 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. 
 The provisions of this Section shall not apply to any payment with
respect to which Section 12.2 would be applicable. 
 Section 12.4 Payment Permitted If No Default. Nothing contained in
this Article or elsewhere in this Indenture or in any of the Debentures shall prevent (a) the Company, at any time except during the pendency of any Proceeding referred to in Section 12.2 or under the conditions described in Sections 12.3,
from making payments at any time of principal of (and premium, if any) or interest on the Debentures, or (b) except with respect to the payment over provisions of this Article 12, the application by the Trustee of any money deposited with it
hereunder to the payment of or on account of the principal of (and premium, if any) or interest (including any Additional Interest) on the Debentures or the retention of such payment by the Holders, if, at the time of such application by the
Trustee, the Trustee did not have actual knowledge that such payment would have been prohibited by the provisions of this Article. 

Section 12.5 Subrogation to Rights of Holders of Senior Debt. Subject to the payment in full in cash of all Senior Debt, or the
provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of the Debentures shall be subrogated to the extent of the payments or distributions made to the holders of such
Senior Debt pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to Senior Debt of the Company to substantially the same extent as the
Debentures are Subordinated to the Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Debt) to the rights of the holders of such Senior Debt to receive payments and
distributions of cash, property and securities applicable to the Senior Debt until the principal of (and premium, if any) and interest on the Debentures shall be paid in full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Debt of any cash, property or securities to which the Holders of the Debentures or the Trustee would be entitled except for the provisions of this Article, and no payments pursuant to the provisions of this Article to the
holders of Senior Debt by Holders of the Debentures or the Trustee, shall, as among the Company, its creditors other than holders of Senior Debt, and the Holders of the Debentures, be deemed to be a payment or distribution by the Company to or on
account of the Senior Debt. 

  
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 Section 12.6 Provisions Solely to Define Relative Rights. The provisions of this
Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Debentures on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Debentures is intended to or shall (a) impair, as between the Company and the Holders of the Debentures, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Debentures the principal of
(and premium, if any) and interest (including any Additional Interest) on the Debentures 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 Debentures and creditors of the Company other than their rights in relation to the holders of Senior Debt, or (c) prevent the Trustee or the Holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder. 
 Section 12.7 Trustee to Effectuate Subordination. Each Holder of a Debenture by
his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in this Article and appoints the Trustee his or her
attorney-in-fact for any and all such purposes. 
 Section 12.8 No Waiver of Subordination Provisions. No right of any present
or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. 

Section 12.9 Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which
would prohibit the making of any payment to or by the Trustee in respect of the Debentures. 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 Debentures, unless and until the Trustee shall have received written notice thereof from the Company or a person representing itself as a holder of
Senior Debt or from any trustee, agent or representative therefor (whether or not the facts contained in such notice are true). 

Section 12.10 Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the
Company referred to in this Article, the Trustee, subject to the provisions of Article 6, and the Holders of the Debentures shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which a 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
Debentures, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the 

  
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Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article. 
 Section 12.11 Trustee Not Fiduciary for Holders of Senior Debt. With respect to the holders of the Senior Debt of
the Company, the Trustee under takes to perform or observe only such of its obligations and covenants as are set forth in this Article 12, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into
this Indenture against The Bank of New York Mellon Trust Company, N.A. and/or the Trustee. The Bank of New York Mellon Trust Company, N.A. and/or the Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and,
subject to the provisions of Section 6.3, neither the Trustee (nor The Bank of New York Mellon Trust Company, N.A.) shall be liable to the holder of any Senior Debt if it shall pay over or deliver to Holders, the Company, or any other Person,
money or assets to which any holder of such Senior Debt shall be entitled to by virtue of this Article 12 or otherwise. 

Section 12.12 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights. The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt, and, subject to the requirements of the Trust
Indenture Act, nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. 
 Section 12.13 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 intent and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee. 

Section 12.14 Certain Conversions or Exchanges Deemed Payment. For the purpose of this Article only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Debentures shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest (including any Additional Interest) on the Debentures
or on account of the purchase or other acquisition of Debentures, and (b) the payment, issuance or delivery of cash (including any payments for fractional shares), property or securities (other than junior securities) upon conversion or
exchange of a Debenture shall be deemed to constitute payment on account of the principal of such Debenture. For the purpose of this Section, the term “junior securities” means (i) shares of any stock of any class of the Company and
(ii) securities of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the
Debentures are so subordinated as provided in this Article. 
 Section 12.15 Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary (provided that at the time deposited, such deposit did not violate any then outstanding Senior Debt), payments from money or the proceeds of Government Obligations held in trust under
Article 4 by the Trustee for the payment of principal of and 

  
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interest on the Debentures shall not be subordinated to the prior payment of any Senior Debt or subject to the restrictions set forth in this Article 12, and none of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior Debt of the Company or any other creditor of the Company. 

ARTICLE XIII 
 [CONVERSION OF
DEBENTURES 
 Section 13.1 Conversion Rights. Subject to and upon compliance with the provisions of this Article, the Debentures
are convertible, at the option of the Holder, at any time prior to redemption or Maturity, into fully paid and nonassessable shares of Common Stock of the Company at an initial conversion rate of
                 shares of Common Stock for each $[1,000] in aggregate principal amount of Debentures (equal to a conversion price of
$         per share of Common Stock), subject to adjustment as described in this Article 13 (as adjusted the “Conversion Price”). A Holder of Debentures may convert any portion of the principal
amount of the Debentures into that number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) obtained by dividing the principal amount of the Debentures to be converted by the
Conversion Price. In case a Debenture or portion thereof is called for redemption, such conversion right in respect of the Debenture or portion so called shall expire at the close of business on the Business Day immediately preceding the
corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. 
 Section 13.2 Conversion
Procedures. (a) In order to convert all or a portion of the Debentures, the Holder thereof shall deliver to the [Property Trustee, as] conversion agent or to such other agent appointed for such purposes (the “Conversion Agent”) an
irrevocable Notice of Conversion setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such
Debentures are definitive Debentures, surrender to the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. [In addition, a holder of Preferred Securities may exercise its right under the Trust
Agreement to convert such Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent
(i) to exchange such Preferred Security for a portion of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Preferred Security) and (ii) to immediately convert such Debentures, on behalf of
such holder, into Common Stock of the Company pursuant to this Article 13 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any
Preferred Securities are outstanding, the Trust shall not convert any Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Preferred Securities.] 

If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of
record on the Regular Record Date will be entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such


  
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Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is on or after
the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Debentures being converted, which
shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the “Conversion Date”) by the Conversion Agent
from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As
promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or Holders in the Notice of Conversion, a certificate or certificates for the
number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such
certificate or certificates to such Person or Persons. 
 (b) The Company’s delivery upon conversion of the fixed number of shares of
Common Stock into which the Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company’s obligation to pay the principal amount at Maturity of the portion of
Debentures so converted and any unpaid interest (including Additional Interest) accrued on such Debentures at the time of such conversion. 

(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the
Conversion Agent a cash adjustment in an amount equal to the same fraction of the Current Market Price with respect to such fractional interest on the date on which the Debentures or Preferred Securities, as the case may be, were duly surrendered to
the Conversion Agent for conversion, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Debentures or the holder of the Preferred Securities so converted. 

(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be
issued in the name of the Holder thereof upon the cancellation of the Debenture converted in part in accordance with Section 3.5. 

(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting [as agent of the holders of Preferred
Securities (in the exchange of Preferred Securities for Debentures) and] as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock)[, as the case may be,] directing it to effect such conversion transactions. The
Conversion Agent is hereby authorized [(i) to exchange Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article 13 and (ii) [to
convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article 13 [and to deliver to the Trust a new Debenture or Debentures for any resulting
unconverted principal amount.] 

  
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 (f) The Company shall at all times reserve and keep available out of its authorized and unissued
Common Stock, solely for issuance upon the conversion of the Debentures, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the Debentures then outstanding. Notwithstanding the foregoing, the
Company shall be entitled to deliver upon conversion of Debentures shares of Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Common Stock) so long as any such treasury
shares are free and clear of all liens, charges, security interests or encumbrances. Whenever the Company issues shares of Common Stock upon conversion of Debentures and the Company has in effect at such time a share purchase rights agreement under
which holders of Common Stock are issued rights (“Rights”) entitling the holders under certain circumstances to purchase an additional share or shares of stock, the Company will issue, together with each such share of Common Stock, such
number of Rights (which number may be a fraction) as shall at that time be issuable with a share of Common Stock pursuant to such share purchase rights agreement. Any shares of Common Stock issued upon conversion of the Debentures shall be duly
authorized, validly issued and fully paid and nonassessable. The Conversion Agent shall deliver the shares of Common Stock received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests
and encumbrances, except for United States withholding taxes. The Company shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all
applicable requirements as to registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Company to lawfully issue
Common Stock upon conversion of the Debentures and to lawfully deliver the Common Stock to each Holder upon conversion of the Debentures. 

(g) The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of
Debentures. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Debentures so converted were
registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Conversion Agent the amount of any such tax, or has established to the satisfaction of the Conversion Agent that such tax has
been paid. 
 (h) Nothing in this Article 13 shall limit the requirement of the Company to withhold taxes pursuant to the terms of the
Debentures or as set forth in this Agreement or otherwise require the Trustee or the Company to pay any amounts on account of such withholdings. 

  
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 Section 13.3 Conversion Price Adjustments. The conversion price shall be subject to
adjustment (without duplication) from time to time as follows: 
 (a) In case the Company shall, while any of the Debentures are
outstanding, (i) pay a dividend or make a distribution with respect to its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a
smaller number of shares or (iv) issue by reclassification of its shares of Common Stock any shares of capital stock of the Company, the conversion privilege and the Conversion Price in effect immediately prior to such action shall be adjusted
so that the Holder of any Debentures thereafter surrendered for conversion shall be entitled to receive the number of shares of capital stock of the Company which he would have owned immediately following such action had such Debentures been
converted immediately prior thereto. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or other distribution and shall become effective immediately after the
effective date in case of a subdivision, combination or reclassification (or immediately after the record date if a record date shall have been established for such event). If, as a result of an adjustment made pursuant to this subsection (a), the
Holder of any Debenture thereafter surrendered for conversion shall become entitled to receive shares of two or more classes or series of capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be
described in a Board Resolution filed with the Trustee) shall determine the allocation of the adjusted Conversion Price between or among shares of such classes or series of capital stock. In the event that such dividend, distribution, subdivision,
combination or issuance is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been fixed. 

(b) In case the Company shall, while any of the Debentures are Outstanding, issue rights or warrants to all holders of its Common Stock
entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the record date
mentioned below, the Conversion Price for the Debentures shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date of issuance of such rights or warrants by a
fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered for
subscription or purchase would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of
Common Stock offered for subscription or purchase. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. For the purposes of this subsection, the
number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company shall not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Company. In
case any rights or warrants referred to in this subsection in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by the Company, the Conversion Price shall
be readjusted at the time of such expiration to the Conversion Price that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights or warrants. 

  
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 (c) Subject to the last sentence of this subparagraph, in case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class or series of capital stock, cash or assets (including securities, but excluding any rights or warrants referred to in subparagraph (b), any
dividend or distribution paid exclusively in cash and any dividend or distribution referred to in subparagraph (a) of this Section 13.3), the Conversion Price shall be reduced so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subparagraph (c) by a fraction, the numerator of which shall be the Current Market Price per share of the
Common Stock on the date fixed for the payment of such distribution (the “Reference Date”) less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a
resolution of the Board of Directors), on the Reference Date, of the portion of the evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock, and the denominator of which shall be
such Current Market Price per share of the Common Stock, such reduction to become effective immediately prior to the opening of business on the day following the Reference Date. In the event that such dividend or distribution is not so paid or made,
the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not occurred. For purposes of this subparagraph (c), any dividend or distribution that includes shares of
Common Stock or rights or warrants to subscribe for or purchase shares of Common Stock shall be deemed instead to be (i) a dividend or distribution of the evidences of indebtedness, shares of capital stock, cash or assets other than such shares
of Common Stock or such rights or warrants (making any Conversion Price reduction required by this subparagraph (c)) immediately followed by (ii) a dividend or distribution of such shares of Common Stock or such rights or warrants (making any
further conversion price reduction required by subparagraph (a) or (b)), except (A) the Reference Date of such dividend or distribution as defined in this subparagraph shall be substituted as (x) “the record date in the case of a
dividend or other distribution,” and (y) “the record date for the determination of stockholders entitled to receive such rights or warrants” and (z) “the date fixed for such determination” within the meaning of
subparagraphs (a) and (b) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed outstanding for purposes of computing any adjustment of the conversion price in subparagraph (a). 

(d) In case the Company shall pay or make a dividend or other distribution on its Common Stock exclusively in cash (excluding all cash
dividends, if the annualized amount thereof per share of Common Stock does not exceed 12.5% of the Current Market Price per share of the Common Stock on the trading day immediately preceding the date of declaration of such dividend), the Conversion
Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subparagraph (d) by a fraction,
the numerator of which shall be the Current Market Price per share of the Common Stock on the date fixed for the payment of such distribution less the amount of cash so distributed (excluding that portion of such distribution that does not exceed
12.5% of the Current Market Price per share, determined as provided above) applicable to one share of Common Stock and the denominator of which shall be such Current Market Price per share of the Common Stock, such reduction to become effective
immediately prior to the opening of business on the day following the date fixed for the payment of such distribution; provided, however, that in the event the 

  
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portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock on the record date mentioned above
(excluding that portion of such distribution that does not exceed 12.5% of the Current Market Price per share, determined as provided above), in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of shares of
Debentures shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each share of the Debentures immediately prior to the record date for the distribution of the cash (less that
portion of such distribution that does not exceed 12.5% of the Current Market Price per share, determined as provided above). In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be
the conversion price which would then be in effect if such record date had not been fixed. 
 (e) In case a tender or exchange offer (other
than an odd-lot offer) made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per
share of Common Stock having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) at the last time (the “Expiration
Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended) that exceeds 110% of the Current Market Price per share of the Common Stock on the trading day next succeeding the Expiration
Time, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subparagraph
(e) by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time (including the Purchased Shares) (as defined below) multiplied by the
Current Market Price per share of the Common Stock on the Trading Day next succeeding the Expiration Time and the denominator of which shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration
payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the “Purchased Shares”) (excluding that portion of such consideration that does not exceed 110% of the Current Market Price per share) and (y) the product of the number of shares of Common Stock
outstanding (less any Purchased Shares) at the Expiration Time and the Current Market Price per share of the Common Stock on the trading day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of
business on the day following the Expiration Time. In the event that such tender or exchange offer is not so made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been
fixed. 
 (f) If the distribution date for the Rights of the Company provided in a share purchase rights agreement occurs prior to
the Conversion Date, and a Holder of the Debentures who converts such Debentures after such distribution date is not entitled to receive the Rights that would otherwise be attached (but for the date of conversion) to the shares of Common Stock
received upon such conversion, then an adjustment shall be made to the Conversion Price pursuant to clause (ii) of Section 13.4(a) as if the Rights were being distributed to the common stockholders of the Company immediately prior to such
conversion. If such an adjustment is 

  
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made and the Rights are later redeemed, invalidated or terminated, then a corresponding reversing adjustment shall be made to the Conversion Price, on an equitable basis, to take account of such
event. 
 (g) The Company shall have the right to reduce from time to time the Conversion Price by any amount selected by the Company for
any period of at least 30 days, provided, that the Company shall give at least 15 days’ notice of such reduction to the Trustee [and the Property Trustee]. The Company may, at its option, make such reductions in the Conversion Price, in
addition to those set forth above in Section 13.4(a), as the Board of Directors deems advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or
from any event treated as such for income tax purposes. No adjustment of the Conversion Price will be made upon the issuance of any shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) except as
specifically described above including pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock
under any such plan, or the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee benefit plan or program of the Company or pursuant to any option, warrant, right, or
exercisable, exchangeable or convertible security which does not constitute an issuance to all holders of Common Stock of rights or warrants entitling holders of such rights or warrants to subscribe for or purchase Common Stock at less than the
Current Market Price. No adjustment in the Conversion Price will be required unless such adjustment would require an increase or decrease of at least 1% of the Conversion Price, but any adjustment that would otherwise be required to be made shall be
carried forward and taken into account in a subsequent adjustment. 
 (h) If any action would require adjustment of the Conversion Price
pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to the Holder of the Debentures. 

Section 13.4 Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without
limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or
reclassification of Common Stock (other than a reclassification or recapitalization to which Section 13.3(a) is applicable) or any compulsory share exchange (each of the foregoing being referred to as a “Transaction”), in each case,
as a result of which shares of Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds
being legally available for such purpose under applicable law at the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve
a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Common Stock into which a Debenture was convertible immediately prior to such
Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in 

  
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the manner described herein) into common stock of the kind received by holders of Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and
(c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction described in this section. 

(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as
described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Common Stock as a result of such Common Stock
Fundamental Change. 
 (c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately
after such Fundamental Change: 
 (1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures
will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments, and (B) the result obtained by multi plying the greater
of the Applicable Price or the then applicable Reference Market Price by a fraction, the numerator of which will be $50 and the denominator of which will be (x) the amount of the redemption price for each $50 aggregate principal amount of
Debentures if the redemption date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through
            , 20    , and the twelve-month periods commencing             , 20    
and            , 20    , the product of     %,     % and     %, respectively, multiplied by $50) plus
(y) any then-accrued and unpaid interest on the Debentures; and 
 (2) in the case of a Common Stock Fundamental Change,
the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments, will thereupon be adjusted by multiplying such Conversion Price by a fraction, the
numerator of which will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration
received by a holder of Common Stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change)
and (B) all of the Common Stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of the Debentures
in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction, the numerator of which will be one and the denominator of which will be the number of shares of common
stock of the successor, acquiror, or other third party received by a holder of one share of Common Stock as a result of such Common Stock Fundamental Change. 

  
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 Section 13.5 Notice of Adjustments of Conversion Price. Whenever the Conversion Price
is adjusted as herein provided: 
 (a) the Company shall compute the adjusted Conversion Price and shall prepare a certificate signed
by the Chief Financial Officer or the Treasurer of the Company setting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the
Trustee, the Conversion Agent and the transfer agent for the Preferred Securities and the Debentures; and 
 (b) a notice stating the
Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall as soon as practicable be mailed by the Company to all record holders of Preferred Securities and the Debentures at their last addresses as they appear upon the
stock transfer books of the Company and the Trust and the Securities Registrar. 
 Section 13.6 Prior Notice of Certain Events.

 In case: 

(i) the Company shall (A) declare any dividend (or any other distribution) on its Common Stock, other than (x) a
dividend payable in shares of Common Stock or (y) a dividend payable in cash that would not require an adjustment pursuant to Section 13.4(c) or (d) or (B) authorize a tender or exchange offer that would require an adjustment
pursuant to Section 13.4(e); 
 (ii) the Company shall authorize the granting to all holders of Common Stock of rights
or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants; 

(iii) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding Common Stock, or a
change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of stockholders of the Company shall be required, or of the sale or
transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or 

(iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; 

then the Company shall [(A) if any Preferred Securities are outstanding under the Trust Agreement, cause to be filed with the transfer agent for the Preferred
Securities, and shall cause to be mailed to the holders of record of the Preferred Securities, at their last addresses as they shall appear upon the stock transfer books of the Trust or (B)] cause to be mailed to all Holders at their last addresses
as they shall appear in the Security Register, at least 15 days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend,
distribution, rights or warrants or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined or (y) the date on


  
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which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution,
liquidation or winding up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice). 

Section 13.7 Dividend or Interest Reinvestment Plans. 

Notwithstanding anything to the contrary in this Article 13, the issuance of any shares of Common Stock pursuant to any plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any such plan, and the issuance of any shares of Common Stock or options or rights to purchase such shares
pursuant to any employee benefit plan or program of the Company or pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Debentures were first issued, shall not be deemed to
constitute an issuance of Common Stock or exercisable, exchangeable or convertible securities by the Company to which any of the adjustment provisions described above applies. There shall also be no adjustment of the Conversion Price in case of the
issuance of any stock (or securities convertible into or exchangeable for stock) of the Company except as specifically described in this Article 13. 

Section 13.8 Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its
Common Stock referred to in Section 13.4(c) or 13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 13.4(c)), the Holders of the Debentures, upon the conversion thereof subsequent
to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution, shall also be entitled to
receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share
of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board of Directors) with respect to all Holders so converting, the Company may, in lieu of distributing
to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the
Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board of Directors) to distribute to such Holder a due bill
for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Holder is so entitled, provided, that such due bill (i) meets any applicable requirements of the principal
national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no
later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution. 

  
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 Section 13.9 Trustee Not Responsible for Determining Conversion Price or Adjustments.
Neither the Trustee nor any Conversion Agent shall at any time be under any duty or responsibility to any Holder of any Debenture [or to any holder of a Preferred Security] to determine whether any facts exist which may require any adjustment of the
Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any
Conversion Agent shall be accountable with respect to the validity or value (or the kind of account) of any shares of Common Stock or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture;
and neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to make any cash payment or to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or property upon the surrender of any Debenture for the purpose of conversion, or, except as expressly herein provided, to comply with this Article 13.] 

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

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the
day and year first above written. 
  

			
	ALCOA INC.
		
	By:	 	  

	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
		
	By:	 	  




  
 1 








 [ Annex A 

Declaration of Trust ] 







 [ Annex B 

Amended and Restated Trust Agreement ] 







 [ Annex C 

Guarantee Agreement ]