Exhibit 4.3


 





 



 


 


 


 


Chemung Financial Corporation


 


 


Issuer


 


 


and


 


 


_________________


 


 


Trustee


 


_________


 


 


Indenture


 


 


Dated as of [                                              ]


_________


 


 


SUBORDINATED DEBT SECURITIES


 


_________


 


 


 


 


 



 









     



    


    

 


Chemung Financial Corporation


 


CERTAIN SECTIONS OF THIS INDENTURE RELATING TO


SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE


TRUST INDENTURE ACT OF 1939:


 


 





	Trust Indenture 

    Act Section	 	Indenture Section
	§310(a)(1)	 	 	609	 
	(a)(2)	 	 	609	 
	(a)(3)	 	 	Not Applicable	 
	(a)(4)	 	 	Not Applicable	 
	(b)	 	 	608; 610	 
	§311(a)	 	 	613	 
	(b)	 	 	613	 
	§ 312(a)	 	 	701; 702	 
	(b)	 	 	702	 
	(c)	 	 	702	 
	§ 313(a)	 	 	703	 
	(b)	 	 	703	 
	(c)	 	 	703	 
	(d)	 	 	703	 
	§ 314(a)	 	 	704	 
	(a)(4)	 	 	1004	 
	(b)	 	 	Not Applicable	 
	(c)(1)	 	 	102	 
	(c)(2)	 	 	102	 
	(c)(3)	 	 	Not Applicable	 
	(d)	 	 	Not Applicable	 
	(e)	 	 	102	 
	§ 315(a)	 	 	601, 603	 
	(b)	 	 	602	 
	(c)	 	 	601	 
	(d)	 	 	601	 
	(e)	 	 	514	 
	§ 316(a)	 	 	101	 
	(a)(1)(A)	 	 	502; 512	 
	(a)(1)(B)	 	 	513	 
	(a)(2)	 	 	Not Applicable	 
	(b)	 	 	508	 
	(c)	 	 	104	 
	§317(a)(1)	 	 	503	 
	(a)(2)	 	 	504	 
	(b)	 	 	1003	 
	§318(a)	 	 	107	 


















_______________


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



 


 






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TABLE OF CONTENTS


Page







 


ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION






 


	Section 101.	Definitions	1
	Section 102.	Compliance Certificates and Opinions	8
	Section 103.	Form of Documents Delivered to Trustee	9
	Section 104.	Acts of Holders; Record Dates	9
	Section 105.	Notices, Etc., to Trustee and the Company	10
	Section 106.	Notice to Holders; Waiver	11
	Section 107.	Conflict with Trust Indenture Act	11
	Section 108.	Effect of Headings and Table of Contents	11
	Section 109.	Successors and Assigns	11
	Section 110.	Separability Clause	12
	Section 111.	Benefits of Indenture	12
	Section 112.	Governing Law	12
	Section 113.	Legal Holidays	12
	Section 114.	Language of Notices, Etc.	12
	Section 115.	Interest Limitation	12
	Section 116.	No Personal Liability of Officers, Directors, Employees or Shareholders	13
	Section 117. 	Applicability of Depositary	13




 


ARTICLE II

SECURITY FORMS




 


	Section 201.	Forms Generally	13
	Section 202.	Form of Face of Security	14
	Section 203.	Form of Reverse of Security	16
	Section 204.	Global Securities	21
	Section 205.	Form of Trustee's Certificate and Authorization	22




 


ARTICLE III

THE SECURITIES




 


	Section 301.	Amount Unlimited; Issuable in Series	22
	Section 302.	Denominations	25
	Section 303.	Execution, Authentication, Delivery and Dating	25
	Section 304.	Temporary Securities	27
	Section 305.	Registration, Registration of Transfer and Exchange	28
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	29
	Section 307.	Payment of Interest; Interest Rights Preserved	30
	Section 308.	Persons Deemed Owners	31
	Section 309.	Cancellation	32
	Section 310.	Computation of Interest	32
	Section 311.	CUSIP Numbers	32




 






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TABLE OF CONTENTS


(continued)


 


Page


 







ARTICLE IV

SATISFACTION AND DISCHARGE




 


	Section 401.	Satisfaction and Discharge of Indenture	33
	Section 402.	Application of Trust Money	34




 


ARTICLE V

REMEDIES




 


	Section 501.	Events of Default	34
	Section 502.	Acceleration of Maturity; Rescission and Annulment	35
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	36
	Section 504.	Trustee May File Proofs of Claim	36
	Section 505.	Trustee May Enforce Claims Without Possession of Securities	37
	Section 506.	Application of Money Collected	37
	Section 507.	Limitation on Suits	37
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	38
	Section 509.	Restoration of Rights and Remedies	38
	Section 510.	Rights and Remedies Cumulative	38
	Section 511.	Delay or Omission Not Waiver	39
	Section 512.	Control by Holders	39
	Section 513.	Waiver of Past Defaults	39
	Section 514.	Undertaking for Costs	39




 


ARTICLE VI

THE TRUSTEE






 


	Section 601.	Certain Duties and Responsibilities	40
	Section 602.	Notice of Defaults	41
	Section 603.	Certain Rights of Trustee	41
	Section 604.	Not Responsible for Recitals or Issuance of Securities	43
	Section 605.	May Hold Securities	43
	Section 606.	Money Held in Trust	43
	Section 607.	Compensation and Reimbursement	43
	Section 608.	Disqualification; Conflicting Interests	44
	Section 609.	Corporate Trustee Required; Eligibility	44
	Section 610.	Resignation and Removal; Appointment of Successor	44
	Section 611.	Acceptance of Appointment by Successor	45
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	46
	Section 613.	Preferential Collection of Claims Against the Company	47
	Section 614.	Appointment of Authenticating Agent	47







 







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TABLE OF CONTENTS


(continued)


 


Page










 





ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY






 


	Section 701.	The Company to Furnish Trustee Names and Addresses of Holders	48
	Section 702.	Preservation of Information; Communications to Holders	49
	Section 703.	Reports by Trustee	49
	Section 704.	Reports by the Company	49




 


ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




 


	Section 801.	The Company May Consolidate, Etc., Only on Certain Terms	50
	Section 802.	Successor Substituted	50




 


ARTICLE IX

SUPPLEMENTAL INDENTURES




 


	Section 901.	Supplemental Indentures Without Consent of Holders	51
	Section 902.	Supplemental Indentures with Consent of Holders	51
	Section 903.	Execution of Supplemental Indentures	52
	Section 904.	Effect of Supplemental Indentures	53
	Section 905.	Conformity with Trust Indenture Act	53
	Section 906.	Reference in Securities to Supplemental Indentures	53




 


ARTICLE X

COVENANTS




 


	Section 1001.	Payment of Principal, Premium and Interest	53
	Section 1002.	Maintenance of Office or Agency	53
	Section 1003.	Money for Securities Payments to Be Held in Trust	54
	Section 1004.	Statement by Officers as to Default	55
	Section 1005.




	Waiver of Certain Covenants	55




 


ARTICLE XI

REDEMPTION OF SECURITIES




 


	Section 1101.	Applicability of Article	56
	Section 1102.	Election to Redeem; Notice to Trustee	56
	Section 1103.	Selection by Trustee of Securities to be Redeemed	56
	Section 1104.	Notice of Redemption	57
	Section 1105.	Deposit of Redemption Price	57
	Section 1106.	Securities Payable on Redemption Date	57
	Section 1107.	Securities Redeemed in Part	58




 






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TABLE OF CONTENTS


(continued)


 


Page


 







ARTICLE XII

SINKING FUNDS




 


	Section 1201.	Applicability of Article	58
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities	58
	Section 1203.	Redemption of Securities for Sinking Fund	59




 


ARTICLE XIII

DEFEASANCE




 


	Section 1301.	Applicability of Article	59
	Section 1302.	Legal Defeasance	59
	Section 1303.	Covenant Defeasance	61
	Section 1304.	Application by Trustee of Funds Deposited for Payment of Securities	62
	Section 1305.	Repayment to the Company	62
	Section 1306.	Reinstatement	63




 


ARTICLE XIV

SUBORDINATION OF SECURITIES




 


	Section 1401.	Securities Subordinated to Senior Debt	63
	Section 1402.	No Payment When Senior Debt in Default	65
	Section 1403.	Trustee and Holders of Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt	66
	Section 1404.	Payment Permitted If No Default	67
	Section 1405.	Trustee Not Charged with Knowledge of Prohibition	67
	Section 1406.	Trustee to Effectuate Subordination	68
	Section 1407.	Rights of Trustee as Holder of Senior Debt	68
	Section 1408.	Article Applicable to Paying Agents	68
	Section 1409.	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt	68
	Section 1410.	Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification	69
	Section 1411.	Modification of Subordination Provisions	69




 






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INDENTURE dated as of _________________, between
CHEMUNG FINANCIAL CORPORATION, a New York corporation (the “Company”), having its principal office at One Chemung Canal
Plaza, Elmira, New York 14901, and ______________________, a ______________________ (the “Trustee”), having its principal
office at ______________________.


 


RECITALS OF THE COMPANY


 


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


 


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


 


This Indenture is subject to the provisions
of the Trust Indenture Act that are required to be a part of this Indenture and, to the extent applicable, shall be governed by
such provisions.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
I



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


		Section 101. 	       
Definitions



 


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


 


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


 


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


 


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


 






     


      


    

 


(4)              
the words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and


 


(5)              
the words “Article” and “Section” refer to an Article and Section, respectively, of
this Indenture.


 


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


 


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


 


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


 


“Authorized Newspaper” means
a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business
Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place.


 


“Bankruptcy Law” means Title
11, U.S. Code, or any similar federal or state law for the relief of debtors or the protection of creditors.


 


“Board of Directors” means
the board of directors of the Company, or the executive or any other committee of that board duly authorized to act in respect
thereof.


 


“Board Resolution” means
a copy of a resolution certified by the Corporate Secretary of the Company, the principal financial officer of the Company or any
other authorized officer of the Company or a Person duly authorized by any of them, to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day”, when used
with respect to any Place of Payment or other location, means, except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment or other location are authorized or obligated by law, executive order or regulation to close.


 


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


 






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


 


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


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered,
which at the date hereof is ______________________.


 


“Corporation” includes corporations,
associations, partnerships (general or limited), limited liability companies, joint-stock companies and business trusts.


 


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


 


“Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Debt” means any debt for
money borrowed.


 


“Default” means, with respect
to a series of Securities, any event which is, or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


 


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


 


“Defeasance” has the meaning
specified in Section 1302.


 


“Definitive Security” means
a Security other than a Global Security or a temporary Security.


 


“Depositary” means, with
respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301, until
a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter shall mean
or include each Person which is then a Depositary hereunder, and if at any time there is more than one such Person, shall be a
collective reference to such Persons.


 


“Dollar” or “$”
means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


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


 






    	-3-



      


    

 


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


 


“Fiscal Year” means, with
respect to the Company, each 12-month period beginning on January 1 and ending on December 31; provided, however,
that, with respect to a series of Securities, the first fiscal year will begin on the date such series of Securities is authenticated
and delivered under this Indenture. The Company will notify the Trustee if its fiscal year changes.


 


“Global Security” means a
Security in global form that evidences all or part of the Securities of any series and is registered in the name of the Depositary
for such Securities or a nominee thereof.


 


“Holder” means a Person in
whose name a Security is registered in the Security 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 supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” also shall include the terms of particular series of Securities established
as contemplated by Section 301.


 


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


 


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


 


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


 


“Notice of Default” means
a written notice of the kind specified in Section 501(3).


 


“Officers' Certificate” of
a Person means a certificate signed by any two of the Chairman of the Board, the Vice Chairman, the President or a Vice President
of the Person, or if such Person is a partnership, of its general partner, and delivered to the Trustee. One of the officers or
such other Persons (as applicable) signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Person, or if such Person is a partnership, of its general partner.


 


“Opinion of Counsel” means
a written opinion of legal counsel, who may be an employee of or counsel for the Company, which opinion shall comply with the provisions
of Sections 102 and 103. Such counsel shall be acceptable to the Trustee, whose acceptance shall not be unreasonably withheld.


 






    	-4-



      


    

 


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


 


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


 


(i)       Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


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


 


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


 


(iv)       Securities,
except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article XIII;


 


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


 






    	-5-



      


    

 


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


 


“Periodic Offering” means
an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or
Stated Maturities thereof, the original issue date or dates thereof, the redemption provisions, if any, with respect thereto, and
any other terms specified as contemplated by Section 301 with respect thereto, are to be determined by the Company upon the issuance
of such Securities.


 


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


 


“Place of Payment”, when
used with respect to the Securities of any series, means, unless otherwise specifically provided for with respect to such series
as contemplated by Section 301, the office or agency of the Company in _____________ and such other place or places where, subject
to the provisions of Section 1002, the principal of and any premium and interest on the Securities of that series are payable as
specified as contemplated by Section 301.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Senior Debt” means:


 


(i)                
Any of the Company’s indebtedness for borrowed or purchased money, whether or not evidenced by bonds, debentures,
notes, or other written instruments, including any obligations of the Company to general creditors or trade creditors,


 


(ii)             
The Company’s obligations under letters of credit,


 






    	-6-



      


    

 


(iii)           
Any of the Company’s indebtedness or other obligations with respect to commodity contracts, interest rate and currency
swap agreements, cap, floor, and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements
designed to protect against fluctuations in currency exchange or interest rates, and


 


(iv)            
Any guarantees, endorsements (other than by endorsement of negotiable instruments for collection in the ordinary course
of business), or other similar contingent obligations in respect of obligations of others of a type described in clauses (i), (ii),
and (iii), whether or not such obligation is classified as a liability on a balance sheet prepared in accordance with accounting
principles generally accepted in the United States,


 


in each case whether outstanding on the date of execution of this
Indenture or incurred later, other than obligations ranking on a parity with the Securities or ranking junior to the Securities.
Notwithstanding the foregoing, if the Federal Reserve Board (or other competent regulatory agency or authority) promulgates any
rule or issues any interpretation that defines general creditor(s), the main purpose of which is to establish a criteria for determining
whether the subordinated debt of a bank holding company is to be included in its capital, then the term “general creditors”
as used herein the definition of Senior Debt will have the meaning as described in that rule or interpretation.


 


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


 


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


 


“Subsidiary” means, with
respect to any Person, any entity of which more than 50% of the total voting power of the equity interests entitled, without regard
to the occurrence of any contingency, to vote in the election of directors, managers or trustees thereof; or any partnership of
which more than 50% of the partners' equity interests, considering all partners' equity interests as a single class, is at the
time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or combination
thereof.


 


“Tier 2 Capital Event” shall mean the receipt
by the Company of an opinion of independent bank regulatory counsel experienced in such matters to the effect that, as a result
of (i) any amendment to, or change (including any announced prospective change) in, the laws or any regulations thereunder
of the United States or any rules, guidelines or policies of an applicable regulatory authority for the Company or (ii) any
official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after the date of original issuance of the Securities,
the Notes do not constitute, or within 90 days of the date of such opinion will not constitute, Tier 2 Capital (or its then equivalent
if the Company were subject to such capital requirement) for purposes of capital adequacy guidelines of the Board of Governors
of the Federal Reserve System (or any successor regulatory authority with jurisdiction over bank holding companies), as then in
effect and applicable to the Company.


 






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“Trust Indenture Act” means
the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as otherwise provided
in Section 905; provided, however, that if the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture
Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


“U.S. Government Obligations”
means securities which are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged,
or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, each of which are not
callable or redeemable at the option of the issuer thereof.


 


“Vice President”, when used
with respect to the Company, means any vice president of the Company, or when used with respect to the Trustee, means any vice
president of the Trustee.


 


		Section	102.       
Compliance Certificates and Opinions



 


Upon any application or request by the Company
to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the
signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been
complied with, and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion
of such counsel, all such conditions precedent have been complied with. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by officers of the Company, or an Opinion of Counsel, if to be given by counsel,
and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


 


Every Officers' Certificate or Opinion of Counsel
(except for certificates provided for in Section 1004) shall include:


 


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


 


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


 


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


 






    	-8-



      


    

 


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


 


		Section 103. 	       
Form of Documents Delivered to Trustee



 


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


 


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


 


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


 


		Section 104. 	       
Acts of Holders; Record Dates



 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed (either physically or by means of a facsimile
or an electronic transmission, provided that such electronic transmission is transmitted through the facilities of a Depositary)
by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered (either physically or by means of a facsimile or an electronic
transmission, provided that such electronic transmission is transmitted through the facilities of a Depositary) 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 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Section.


 


Without limiting the generality of the foregoing,
a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take, by a proxy or proxies, duly appointed
in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide its proxy or proxies to
the beneficial owners of interests in any such Global Security.


 






    	-9-



      


    

 


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


 


The ownership, principal amount and serial numbers
of Securities held by any Person, and the date of commencement of such Person's holding the same, shall be proved by the Security
Register.


 


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


 


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


 


The Company may set any day as the record date
for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken
by Holders of Securities of such series, but the Company shall have no obligation to do so. With regard to any record date set
pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or their duly appointed
agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such Holders remain Holders
after such record date.


 


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



 


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


 


(1)              
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made in writing and actually
received by the Trustee at its office at ______________________, or at any other address previously furnished in writing by the
Trustee, or


 






    	-10-



      


    

 


(2)              
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company, addressed to it at One Chemung Canal Plaza, Elmira,
New York 14901, to the attention of the Corporate Secretary, or at any other address previously furnished in writing to the Trustee
by the Company.


 


		Section 106.	       
Notice to Holders; Waiver



 


Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid (if international mail, by air mail), to each Holder affected by such event, at his address as it appears
in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.


 


Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


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


 


		Section 107.	       
Conflict with Trust Indenture Act



 


If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act 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 latter provision shall be deemed to apply to this Indenture as so modified or excluded,
as the case may be.


 


		Section 108.	       
Effect of Headings and Table of Contents



 


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


 


		Section 109.	       
Successors and Assigns



 


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


 






    	-11-



      


    

 


		Section 110.	       
Separability Clause



 


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


 


		Section 111.	       
Benefits of Indenture



 


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


 


		Section 112.	       
Governing Law



 


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


 


		Section 113.	       
Legal Holidays



 


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


 


		Section 114.	       
Language of Notices, Etc.



 


Any request, demand, authorization, direction,
notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.


 


		Section 115.	       
Interest Limitation



 


It is the intention of the Company to conform
strictly to all applicable usury laws and any subsequent revisions, repeals or judicial interpretations thereof. Accordingly, if
the transactions contemplated hereby would be usurious under any applicable law then, in that event, notwithstanding anything to
the contrary in the Securities or this Indenture, it is agreed as follows: (i) the aggregate of all consideration which constitutes
interest under applicable law with respect to a Security shall under no circumstances exceed the maximum amount allowed by applicable
law, and any excess shall be credited to the principal amount of such Security (or, if the principal amount of such Security shall
have been paid in full, refunded to the Company), to the extent permitted by applicable law; and (ii) in the event that the maturity
of any Security is accelerated or in the event of any redemption of such Security, then such consideration that constitutes interest
under applicable law may never include more than the maximum amount allowed by applicable law, and any excess shall be credited
to the principal amount of such Security (or, if the principal amount of such Security shall be paid in full, refunded to the Company),
to the extent permitted by applicable law. All calculations made to compute the rate of interest with respect to a Security for
the purpose of determining whether such rate exceeds the maximum amount allowed by applicable law shall be made, to the extent
permitted by such applicable law, by allocating and spreading during the period of the full stated term of such Security all interest
any time contracted for, taken, reserved, charged or received by such Holder or by the Trustee on behalf of any such Holder in
connection therewith so that the amount or rate of interest charged for any and all periods of time during the term of the Security
does not exceed the maximum amount or rate of interest allowed to be charged by law during the relevant period of time. Notwithstanding
any of the foregoing, if at any time applicable laws shall be changed so as to permit a higher rate or amount of interest to be
charged than that permitted prior to such change, then unless prohibited by law, references in this Indenture or any Security to
“applicable law” when used in the context of determining the maximum interest or rate of interest that can be charged
shall be deemed to refer to such applicable law as so amended to allow the greater amount or rate of interest.


 






    	-12-



      


    

 


The right to accelerate maturity of any Security
does not include the right to accelerate any interest which has not otherwise accrued to the date of such acceleration, provided,
however, that the foregoing shall not prohibit the continuing accrual after acceleration of interest in accordance with the terms
of the Indenture and such Security.


 


		Section 116.	       
No Personal Liability of Officers, Directors, Employees or Shareholders



 


Obligations of the Company under this Indenture
and the Securities hereunder are payable only out of cash flow and assets of the Company. The Trustee, and each Holder of a Security
by its acceptance thereof, will be deemed to have agreed in this Indenture that no director, officer, employee, or shareholder,
as such, of the Company, the Trustee, or any Affiliate of any of the foregoing entities shall have any personal liability in respect
of the obligations of the Company under this Indenture or such Securities by reason of his, her or its status. The agreements set
forth in this Section are part of the consideration for the issuance of the Securities.


 


		Section 117.	       
Applicability of Depositary



 


Notwithstanding any other provision of this
Indenture, so long as a series of Securities is a Global Security, the parties hereto will be bound at all times by the applicable
procedures of the Depositary with respect to such series.


 


ARTICLE
II



SECURITY FORMS


 


		Section 201.	       
Forms Generally



 


The Securities of each series shall be in substantially
the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one
or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with applicable laws or the rules of any securities exchange or automated
quotation system on which the Securities of such series may be listed or traded or of any Depositary therefor or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form
of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by an authorized officer or other authorized Person on behalf of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.
Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form by the Trustee, such acceptance
to be evidenced by the Trustee's authentication of Securities in that form.


 






    	-13-



      


    

 


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


 


		Section 202.	       
Form of Face of Security



 


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


 


[If a Global Security, insert legend required
by Section 204 of the Indenture]


 


[If applicable, insert—UNLESS THIS
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.]


 


Chemung Financial Corporation


 


[TITLE OF SECURITY]


 





	NO.	U.S.$






 


[CUSIP No.                   ]


 


Chemung
Financial Corporation, a New York corporation (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________, or registered
assigns, the principal sum of _____________ United States Dollars [state other currency] on _____________ [if the Security is to
bear interest prior to Maturity, insert—, and to pay interest thereon from _____________, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on _____________ and _____________ in each year,
commencing _____________, at the rate of _____________% per annum, until the principal hereof is paid or made available for payment
[if applicable, insert—, and at the rate of _____________% per annum on any overdue principal and premium and on any overdue
installment of interest]. [If applicable, insert — The amount of interest payable for any period shall be computed on the
basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the
basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In the event that any date on which
interest is payable on this Security is not a Business Day, then a payment of the interest payable 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, when
used with respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law, executive order or regulation to close.] The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the _____________ or _____________ (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for 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 Security
(or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon
such notice as may be required by such exchange or automated quotation system, all as more fully provided in such Indenture].


 






    	-14-



      


    

 


[If the Security is not to bear interest prior
to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of
principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of _____________% per annum, which shall accrue from the date of such default in payment to the date
payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of _____________% per annum,
which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]


 


[If a Global Security, insert—Payment
of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by
transfer of immediately available funds to a bank account in _____________ designated by the Holder 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 [state other currency].]








 






    	-15-



      


    

 


[If a Definitive Security, insert—Payment
of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at
the office or agency of the Company maintained for that purpose in _____________, [in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject
to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation
of any such Paying Agent, at the [main] offices of _____________ in _____________ and _____________ in _____________, or at such
other offices or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer
to a [United States Dollar] account maintained by the payee with, a bank in _____________ (so long as the applicable Paying Agent
has received proper transfer instructions in writing at least _____________ days prior to the payment date)] [if applicable, insert—;
provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state other
currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register]
[or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in _____________
[state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by
the Record Date prior to the applicable Interest Payment Date)].]


 


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


 


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


 


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


 


Dated:__________________


 





	 	 	Chemung Financial Corporation
	 	 	 
	 	 	By:  	 
	 	 	Name:  	 
	 	 	Title:	 















 


		Section 203.	       
Form of Reverse of Security



 


This Security is one of a duly authorized issue
of securities of the Company (the “Securities”), issued and to be issued in one or more series under an Indenture dated
as of _____________, ____ (the “Indenture”), between the Company and ______________________, as Trustee (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, obligations, duties and immunities thereunder of
the Company, the Trustee, the Holders of the Senior Debt and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest,
if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase
or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Security is one of the series designated on the face hereof [if applicable, insert—, limited
in aggregate principal amount to U.S.$ _____________].


 






    	-16-



      


    

 


[If applicable, insert—The Securities
of this series are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, [if applicable, insert—(1)
on in any year commencing with the year _____________ and ending with the year _____________ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert—on
or after _____________], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert—on or before _____________, ____%, and if redeemed]
during the 12-month period beginning _____________ of the years indicated,


 


	Year	Redemption Price	Year	Redemption Price
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


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


 


[If applicable, insert—The Securities
of this series are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, (1) on _____________ in any
year commencing with the year _____________ and ending with the year _____________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after _____________], as a whole or
in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
_____________ of the years indicated,


 


	Year	Redemption Price for

 Redemption Through Operation

 of the Sinking Fund	Redemption Price for Redemption

 Otherwise Than Through Operation of

 the Sinking Fund
	 	 	 
	 	 	 
	 	 	 


 






    	-17-



      


    

 


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


 


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


 


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


 


[If applicable, insert—The Securities
of this series are not redeemable prior to Stated Maturity.]


 


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


 


[If the Security is an Original Issue Discount
Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount
of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to—insert formula for determining the amount. Upon payment (1) of the amount of principal
so declared due and payable, and (2) of interest on any overdue principal and overdue interest, all of the Company's obligations
in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.]


 


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


 






    	-18-



      


    

 


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


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and [any premium and] interest on this Security at the times,
place(s) and rate, and in the coin or currency, herein prescribed, except for Section 115 of the Indenture (which limits interest
to the maximum amount permissible by law), the provisions of which are incorporated herein by reference.


 


[If a Global Security, insert—This Global
Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided
in the Indenture.


 


The holders of beneficial interests in this
Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture
and will not be considered the Holders thereof for any purpose under the Indenture.]


 


[If a Definitive Security, insert—As provided
in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in [if applicable,
insert — any place where the principal of and any premium and interest on this Security are payable] [if applicable,
insert— _____________ [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited
as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of _____________ in
_____________ and in _____________ or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.]


 






    	-19-



      


    

 


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


 


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


 


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


 


This Security is subordinated in right of payment
to Senior Debt, to the extent provided in the Indenture.


 


Obligations of the Company under the Indenture
and the Securities thereunder, including this Security, are payable only out of cash flow and assets of the Company. The Trustee,
and each Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that no director, officer,
employee, or shareholder, as such, of the Company, the Trustee, or any Affiliate of any of the foregoing entities shall have any
personal liability in respect of the obligations of the Company under the Indenture or such Securities by reason of his, her or
its status.


 


The Indenture contains provisions that relieve
the Company from the obligation to comply with certain restrictive covenants in the Indenture and for satisfaction and discharge
at any time of the entire indebtedness upon compliance by the Company with certain conditions set forth in the Indenture.


 


This Security shall be governed by and construed
in accordance with the laws of the state of New York.


 


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


 


[If a Definitive Security, insert as a separate
page—


 


FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto _______________________ (Please Print or Typewrite Name and Address of Assignee) the within instrument
of Chemung Financial Corporation, and does hereby irrevocably constitute and appoint __________________________ Attorney to transfer
said instrument on the books of the within-named Company, with full power of substitution in the premises.


 






    	-20-



      


    

 


Please Insert Social Security or

Other Identifying Number of Assignee:






 


	Dated:  	 	 	 	  (Signature)






 


 


Signature Guarantee:


 


(Participant in a Recognized Signature

Guaranty Medallion Program)


 


NOTICE: The signature to this assignment must
correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement
or any change whatever.]


 


		Section 204.	       
Global Securities



 


Every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY
OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE
A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 


If Securities of a series are issuable in whole
or in part in the form of one or more Global Securities, as contemplated by Section 301, then, notwithstanding Clause (9) of Section
301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to
time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced
or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction
or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 303, 304 and
305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or
redelivery of a Global Security shall be in a Company Order (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel).


 






    	-21-



      


    

 


The provisions of the last sentence of Section
303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and
the Company delivers to the Trustee the Global Security together with a Company Order (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may be, in the principal
amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303.


 


		Section 205.	       
Form of Trustee's Certificate and Authorization



 


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


 


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


 





	 	 	______________________
	 	 	As Trustee
	 	 	 
	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 

















ARTICLE
III



THE SECURITIES


 


		Section 301.	       
Amount Unlimited; Issuable in Series



 


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


 


The Securities may be issued in one or more
series. There shall be established in or pursuant to a Board Resolution (and, subject to Section 303, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officers' Certificate or Company Order setting forth, or determining
the manner of, such establishment) or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series,


 


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


 


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


 


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


 






    	-22-



      


    

 


(4)              
the date or dates on which the Securities will be issued and on which the principal of, and premium, if any, on the Securities
of the series is payable or the method of determination thereof;


 


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


 


(6)              
the place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities
of the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series
may be surrendered for exchange and notices, and demands to or upon the Company in respect of the Securities of the series and
this Indenture may be served;


 


(7)              
the period or periods, if any, within which, the price or prices at which and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the Company or otherwise, if the Company is to have that option;


 


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


 


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


 


(10)          
whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without
deduction for taxes, assessments or governmental charges paid by Holders of the series;


 


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


 


(12)          
if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with
reference to an index, the manner in which such amounts shall be determined;


 


(13)          
if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the
Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated
to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on
Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions
upon which such election is to be made;


 






    	-23-



      


    




 


(14)          
the right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the
duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances
additional interest on amounts deferred shall be payable;


 


(15)          
if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant
to Section 504 or the method of determination thereof;


 


(16)          
if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more
Global Securities (and whether in temporary or permanent global form) and, in such case, the Depositary or Depositaries for such
Global Security or Global Securities and any circumstances other than those set forth in Section 305 in which any such Global Security
may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary
for such Global Security or a nominee thereof and in which any such transfer may be registered;


 


(17)          
any deletions from, modifications of or additions to the Events of Default set forth in Section 501 or the covenants of
the Company set forth in Article X pertaining to the Securities of the series;


 


(18)          
if and as applicable the terms and conditions upon which any Securities of the series may be converted into or exchanged
for securities, which may include, without limitation, capital stock, of any class or series of the Company;


 


(19)          
if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with
reference to an index, including, but not limited to an index based on a currency or currencies other than that in which the Securities
of that series are payable, or any other type of index, the manner in which such amounts shall be determined;


 


(20)          
if other than as provided in Sections 1302 and 1303, the terms and conditions upon which and the manner in which such series
of Securities may be defeased or discharged;


 


(21)          
if other than the Trustee, the identity of any other trustee, the Security Registrar and any Paying Agent;


 


(22)          
any restrictions or other provisions with respect to the transfer or exchange of the Securities; and


 


(23)          
any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 901(3)).


 






    	-24-



      


    

 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution or Officers'
Certificate referred to above or in any such indenture supplemental hereto.


 


Any such Board Resolution or Officers' Certificate
referred to above with respect to Securities of any series filed with the Trustee on or before the initial issuance of the Securities
of such series shall be incorporated herein by reference with respect to Securities of such series and shall thereafter be deemed
to be a part of the Indenture for all purposes relating to Securities of such series as fully as if such Board Resolution or Officers'
Certificate were set forth herein in full.


 


All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for increases
in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.


 


If any of the terms of the series are established
by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized
officer or other authorized person of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate
setting forth, or providing the manner for determining, the terms of the series.


 


With respect to Securities of a series subject
to a Periodic Offering, such Board Resolution or Officers' Certificate may provide general terms for Securities of such series
and provide either that the specific terms of particular Securities of such series shall be specified in a Company Order, or that
such terms shall be determined by the Company, or one or more of the Company's agents designated in an Officers' Certificate, in
accordance with a Company Order.


 


		Section 302.	       
Denominations



 


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


 


		Section 303.	       
Execution, Authentication, Delivery and Dating



 


The Securities shall be executed on behalf of
the Company by the Chairman of the Board, Vice Chairman, Chief Executive Officer, Chief Financial Officer, President or any Vice
President of the Company and need not be attested. The signature of any of these officers on the Securities may be manual or facsimile.


 


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


 






    	-25-



      


    

 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities
offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company
or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant
to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the
form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted
by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, in addition to any Officers' Certificate and Opinion
of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating,


 


(1)              
the form and terms (or the manner of determining the terms) of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 201, that such form or forms have been established in conformity with the provisions of this
Indenture;


 


(2)              
if the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering, will
be, established by or pursuant to a Board Resolution as permitted by Section 301, that such terms have been, or in the case of
Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture,
subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel
(which conditions are reasonably acceptable to the Trustee);


 


(3)              
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, which conditions are reasonably acceptable to the Trustee, will constitute
valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles and entitled to the benefits of this Indenture, equally and ratably with all other Securities,
if any, of such series Outstanding; and


 


(4)              
such other matters as the Trustee may reasonably request;


 


and, if the authentication and delivery relates to a new series
of Securities created by an indenture supplemental hereto, also stating that all conditions precedent to the execution of the supplemental
indenture with respect to that series of Securities have been complied with, the Company has the power to execute and deliver any
such supplemental indenture and has taken all necessary action for those purposes and any such supplemental indenture has been
executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its
terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium
or other laws and legal principles affecting creditors' rights generally from time to time in effect and to general equitable principles,
whether applied in an action at law or in equity).


 






    	-26-



      


    

 


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


 


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


 


With respect to Securities of a series not to
be originally issued at one time, the Trustee may rely upon the Opinion of Counsel and the other documents delivered pursuant to
Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series
and any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall
constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers'
Certificate shall be true and correct as if made on such date.


 


Each Security shall be dated the date of its
authentication.


 


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


 


		Section 304.	       
Temporary Securities



 


Pending the preparation of Definitive Securities
of any series, the Company may execute, and upon receipt of the documents required by Section 303, together with a Company Order,
the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities of like series in lieu
of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing
such Securities may determine, as evidenced by their execution of such Securities.


 






    	-27-



      


    

 


If temporary Securities of any series are issued,
the Company will cause Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of
Definitive Securities of such series, the temporary Securities of such series shall be exchangeable for Definitive Securities of
such series upon surrender of the temporary Securities of such series at the office or agency of the Company maintained pursuant
to Section 1002 for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor one or more Definitive Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor. Until so exchanged the temporary Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as Definitive Securities of such series and tenor.


 


		Section 305.	       
Registration, Registration of Transfer and Exchange



 


The Company shall cause to be kept at the Corporate
Trust Office a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment
being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Company shall,
prior to the issuance of any Securities hereunder, appoint the Trustee as the initial “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein provided. The Company may at any time replace such Security
Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the
Trustee of any change of the Security Registrar or of the location of such office or agency. At all reasonable times the Security
Register shall be available for inspection by the Trustee.


 


Upon surrender for registration of transfer
of any Security of any series at the office or agency of the Company maintained pursuant to Section 1002 for such 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 Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.


 


At the option of the Holder, Securities of any
series (except a Global Security) may be exchanged for other Securities of the same series, of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.


 


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


 


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


 






    	-28-



      


    

 


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


 


Neither the Trustee nor the Company shall be
required (1) to issue, register the transfer of or exchange Securities of any series (or of any series and specified tenor, as
the case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption
of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such
mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.


 


Notwithstanding any other provision in this
Indenture and except as otherwise specified as contemplated by Section 301, no Global Security may be transferred to, or registered
or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee
thereof, and no such transfer may be registered, except as provided in this paragraph. Every Security authenticated and delivered
upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided
in this paragraph. If (1) (A) the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue
as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a successor
Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred and is continuing with respect
to the Securities of such series and the Security Registrar has received a request from the Depositary to issue certificated securities
in lieu of all or a portion of the Global Securities of such series (in which case the Company shall deliver certificated securities
within 30 days of such request) or (3) the Company determines in its sole discretion that Securities of a series issued in global
form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such Depositary for Definitive
Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in
the names of, and the transfer of such Global Security or portion thereof may be registered to, such Persons as such Depositary
shall direct.


 


		Section 306.	       
Mutilated, Destroyed, Lost and Stolen Securities



 


If any mutilated Security 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 and
any agent of either of them harmless, the Company shall execute and upon its request the Trustee shall authenticate and deliver
in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously
Outstanding.


 


If there shall be delivered to the Company and
the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security or indemnity
as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding. If, after the delivery of
such new Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment
or registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was
delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the Company and the Trustee in connection therewith.


 






    	-29-



      


    

 


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


 


Upon the issuance of any new Security under
this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every
new Security of any series issued pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.


 


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


 


		Section 307. 	       
Payment of Interest; Interest Rights Preserved



 


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


 


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


 


(1)              
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in
this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at
his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).


 






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


 


Subject to the foregoing provisions of this
Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security, shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


For each series of Securities, the Company shall,
prior to 10:30 a.m. (_____________ time) on each payment date for principal and premium, if any, and interest, if any, deposit
with the Trustee money in immediately available funds sufficient to make cash payments due on the applicable payment date.


 


		Section 308.	       
Persons Deemed Owners



 


Except as otherwise provided as contemplated
by Section 301 with respect to any series of Securities, prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Sections 305
and 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


No holder of any beneficial interest in any
Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security,
and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such
Global Security for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will
have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


 






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		Section 309.	       
Cancellation



 


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


 


		Section 310.	       
Computation of Interest



 


Except as otherwise specified as contemplated
by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months and interest on the Securities of each series for any partial period shall be computed on the basis
of a 360-day year of twelve 30-day months and the number of days elapsed in any partial month.


 


		Section 311.	       
CUSIP Numbers



 


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


 


 






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ARTICLE
IV



SATISFACTION AND DISCHARGE


 


		Section 401.	       
Satisfaction and Discharge of Indenture



 


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


 


(1)              
either


 


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


 


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


 


(i)                
have become due and payable,


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to Securities of any series, (i) the obligations of the Company to the Trustee under Section 607,
the obligations of the Trustee to any Authenticating Agent under Section 614 and the right of the Trustee to resign under Section
610 shall survive, and (ii) if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Company and/or the Trustee under Sections 402, 606, 701 and 1002 and the last paragraph of Section
1003 shall survive.


 






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		Section 402.	       
Application of Trust Money



 


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


 


ARTICLE
V



REMEDIES


 


		Section 501.	       
Events of Default



 


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


 


(1)              
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance
of such default for a period of 30 days (whether or not such payment is prohibited by the provisions of Article XIV hereof);
or


 


(2)              
default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity (whether
or not such payment is prohibited by the provisions of Article XIV hereof); or


 


(3)              
default in the performance, or breach, of any term, covenant or warranty of the Company in this Indenture (other than a
term, covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with
or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series),
and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder; or


 


(4)              
a court having jurisdiction in the premises shall enter a decree or order for the appointment of a receiver, liquidator,
trustee, or similar official in any receivership, insolvency, liquidation, or similar proceeding relating to the Company, and such
decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 






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(5)              
the Company shall consent to the appointment of a receiver, liquidator, trustee, or other similar official in any receivership,
insolvency, liquidation or similar proceeding with respect to the Company; or


 


(6)              
a “major subsidiary depository institution” of the Company, within the meaning of 12 C.F.R. § 217.20(d)(1)(vi),
shall be the subject of a receivership, insolvency, liquidation or similar proceeding.


 


		Section 502.	       
Acceleration of Maturity; Rescission and Annulment



 


If an Event of Default specified in Section
501(4), Section 501(5) or Section 501(6) occurs, the principal amount of the Notes, together with accrued and unpaid interest,
if any, thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable. The Maturity of the Notes shall not otherwise be accelerated as a result of an Event of Default.


 


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


 


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


 


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


 


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


 


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


 


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


 


and


 


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


 


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


 






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



 


The Company covenants that if


 


(1)              
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days (whether or not such payment is prohibited by the provisions of Article XIV hereof), or


 


(2)              
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof (whether
or not such payment is prohibited by the provisions of Article XIV hereof),


 


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


 


If 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, may prosecute such proceeding to judgment or final decree and may enforce the same against
the Company, or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company, or any other obligor upon such Securities, wherever situated.


 


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


 


		Section 504.	       
Trustee May File Proofs of Claim



 


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


 






    	-36-



      


    

 


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


 


		Section 505.	       
Trustee May Enforce Claims Without Possession of Securities



 


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


 


		Section 506.	       
Application of Money Collected



 


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


 


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


 


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


 


THIRD: The balance, if any, to the Company.


 


		Section 507.	       
Limitation on Suits



 


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


 


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


 


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


 






    	-37-



      


    

 


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


 


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


 


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


 


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


 


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



 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Sections 305 and 307) interest on such Security on the respective Stated Maturity expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


 


		Section 509.	       
Restoration of Rights and Remedies



 


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 in every such case, subject to any determination
in such proceeding, the Company, the Trustee and Holders shall be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and Holders shall continue as though no such proceeding had been
instituted.


 


		Section 510. 	       
Rights and Remedies Cumulative



 


Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to 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.


 






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		Section 511.	       
Delay or Omission Not Waiver



 


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


 


		Section 512.	       
Control by Holders



 


Subject to the provisions of Section 603, Holders
of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such series; provided, however, that


 


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


 


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


 


(3)              
subject to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability or would
otherwise be contrary to applicable law.


 


		Section 513.	       
Waiver of Past Defaults



 


Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series may on behalf of Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except


 


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


 


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


 


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


 


		Section 514.	       
Undertaking for Costs



 


In any suit for the enforcement of any right
or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, however,
that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or
to make such an assessment in any suit instituted by the Trustee, in any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or in
any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any
Security on or after the respective Stated Maturity expressed by such Security (or, in the case of redemption or repayment, on
or after the Redemption Date).


 






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ARTICLE
VI



THE TRUSTEE


 


		Section 601.	       
Certain Duties and Responsibilities



 


(a)              
Except during the continuance of an Event of Default with respect to any series of Securities,


 


(1)              
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with
respect to the Securities of such series, and no implied covenants or obligations shall read into this Indenture against the Trustee;
and


 


(2)              
in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished
to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform on their face to the requirements of this Indenture.


 


(b)              
In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise
with respect to the Securities of such series such 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 such person's
own affairs.


 


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


 


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


 






    	-40-



      


    

 


(2)              
the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts;


 


(3)              
the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders or a majority in principal amount of the Outstanding Securities of any series relating to the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


(4)              
no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.


 


(d)              
Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the provisions of this Section.


 


		Section 602.	       
Notice of Defaults



 


If a Default occurs and is continuing with respect
to the Securities of any series, the Trustee shall, within 90 days after it occurs, transmit, in the manner and to the extent provided
in Section 313(c) of the Trust Indenture Act, notice of all uncured or unwaived Defaults known to it; provided, however,
that, except in the case of a Default in payment on the Securities of any series, the Trustee shall be protected in withholding
the notice if and so long as the board of directors, the executive committee or a trust committee of directors or responsible officers
of the Trustee determine in good faith that withholding such notice is in the interests of Holders of Securities of such series;
provided, further, however, that, in the case of any default or breach of the character specified in Section 501(3) with
respect to the Securities of such series, no such notice to Holders shall be given until at least 90 days after the occurrence
thereof.


 


The Trustee shall not be deemed to have notice
or be charged with knowledge of any Default, except a Default under Sections 501(1) or 501(2) herein, unless the Trustee shall
have received from the Company or from any Holder written notice thereof at its Corporate Trust Office, and such notice references
the Securities in this Indenture. In the absence of any such notice, the Trustee may conclusively assume that no such Default exists.


 


		Section 603.	       
Certain Rights of Trustee



 


Subject to the provisions of Section 601:


 


(1)              
the Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 






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(2)              
any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request
or Company Order (or in the case of a Periodic Offering, as agreed in procedures set forth in a Company Order pursuant to Section
303) and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


(6)              
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may, without obligation to do so, make such further inquiry or
investigation into such facts or matters as it may see fit; and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;


 


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


 


(8)              
the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may
be signed by any Person authorized to sign an Officers' Certificate, including any Person specified as so authorized in any such
certificate previously delivered and not superseded.


 


(9)              
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder.


 






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		Section 604.	       
Not Responsible for Recitals or Issuance of Securities



 


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


 


		Section 605.	       
May Hold Securities



 


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


 


		Section 606.	       
Money Held in Trust



 


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


 


		Section 607.	       
Compensation and Reimbursement



 


The Company agrees:


 


(1)              
to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as shall be mutually
agreed upon by the Company and the Trustee in writing (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust);


 


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


 


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


 


The obligations of the Company under this Section
to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder.


 






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Without limiting any rights available to the
Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified
in Section 501(4) or Section 501(5), the expenses (including the reasonable charges and expenses of its counsel) and the compensation
for such services are intended to constitute expenses of administration under any applicable Bankruptcy Law.


 


The provisions of this Section shall survive
the satisfaction and discharge of this Indenture and the defeasance of the Securities.


 


		Section 608.	       
Disqualification; Conflicting Interests



 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.


 


		Section 609.	       
Corporate Trustee Required; Eligibility



 


There shall at all times be one or more Trustees
hereunder with respect to the Securities of each series, at least one of which shall be a Person that is eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital and surplus required by the Trust Indenture Act. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements of a supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article.


 


		Section 610.	       
Resignation and Removal; Appointment of Successor



 


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


 


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


 


The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company. If 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 removal, the removed Trustee may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


 






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If at any time:


 


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


 


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


 


(3)              
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or
of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company, acting pursuant to the
authority of a Board Resolution, may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


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


 


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


 


		Section 611.	       
Acceptance of Appointment by Successor



 


(1)              
In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but,
on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 






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


 


(3)              
Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this
Section, as the case may be.


 


(4)              
No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article.


 


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



 


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


 






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		Section 613.	       
Preferential Collection of Claims Against the Company



 


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


 


		Section 614.	       
Appointment of Authenticating Agent



 


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


 


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


 






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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.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.


 


Except with respect to an Authenticating Agent
appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation
for its services under this Section.


 


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


 


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


 





	 	 	______________________
	 	 	As Trustee
	 	 	 
	Date:   	 	 	By:  	 
	 	 	 	As Authenticating Agent
	 	 	 
	 	 	 
	 	 	By:  	 
	 	 	 	Authorized Signatory



 


 














ARTICLE
VII



HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY


 


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



 


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


 


(1)              
semi-annually, not later than each Interest Payment Date in each year, a list for each series of Securities, in such form
as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the preceding
Regular Record Date, and


 






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


 


provided, however, that if and so long as the Trustee shall
be the Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities.


 


		Section 702.	       
Preservation of Information; Communications to Holders



 


The Trustee shall comply with the obligations
imposed upon it pursuant to Section 312 of the Trust Indenture Act.


 


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


 


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


 


		Section 703.	       
Reports by Trustee



 


As promptly as practicable after each May 15
beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall
mail to each Holder a brief report dated as of May 15 that complies with Trust Indenture Act Section 313(a) (but if no event described
in the Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b). Prior to delivery to the Holders,
the Trustee shall deliver to the Company a copy of any report it delivers to Holders pursuant to this Section 703; provided,
however, that no recourse may be taken against the Trustee for its failure to deliver a copy of such report to the Company
prior to its delivery of the report to the Holders.


 


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


 


		Section 704.	       
Reports by the Company



 


The Company shall file with the Trustee and
the Commission, and transmit to Holders, in accordance with rules and regulations prescribed from time to time by the Commission,
such information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture
as may be required from time to time by such rules and regulations.


 






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ARTICLE
VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


		Section 801.	       
The 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, unless:


 


(1)              
the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership
or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District
of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance
or observance of every other covenant of this Indenture on the part of the Company to be performed or observed;


 


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


 


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


 


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


 


		Section 802. 	       
Successor Substituted



 


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


 






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ARTICLE
IX



SUPPLEMENTAL INDENTURES


 


		Section 901.	       
Supplemental Indentures Without Consent of Holders



 


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


 


(1)              
to evidence the succession of another Person to the Company under this Indenture and the Securities and the assumption by
such successor Person of the obligations of the Company hereunder;


 


(2)              
to add covenants and Events of Default for the benefit of the Holders of all or any series of such Securities or to surrender
any right or power conferred by this Indenture upon the Company or to make any change that does not adversely affect the legal
rights hereunder of any Holder in any material respect;


 


(3)              
to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or
elimination shall become effective only after there are no such Securities of any series entitled to the benefit of such provision
outstanding;


 


(4)              
to establish the forms or terms of the Securities of any series issued hereunder;


 


(5)              
to cure any ambiguity or correct any defect or inconsistency in this Indenture;


 


(6)              
to evidence the acceptance of appointment by a successor Trustee with respect to one or more series of Securities or otherwise;


 


(7)              
to qualify this Indenture under the Trust Indenture Act;


 


(8)              
to provide for uncertificated securities in addition to certificated securities;


 


(9)              
to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series
of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series
or any other series; and


 


(10)          
to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities
may be listed or traded.


 


		Section 902.	       
Supplemental Indentures with Consent of Holders



 


With the consent of the Holders of not less
than a majority in aggregate principal amount of all Outstanding Securities affected by such supplemental indenture (voting as
one class), the Company 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 modifying in any manner
the rights of Holders of Securities of such series under this Indenture; provided that the Company and the Trustee may not,
without the consent of the Holder of each Outstanding Security affected thereby,


 






    	-51-



      


    

 


(1)              
change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Security,
or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon or adversely affect any right to
convert or exchange any Security into any other security, or alter the method of computation of interest;


 


(2)              
reduce the percentage in principal amount of Securities required for any such supplemental indenture or for any waiver provided
for in this Indenture;


 


(3)              
change the Company's obligation to maintain an office or agency for payment of Securities and the other matters specified
herein;


 


(4)              
impair the right to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on,
any Security;


 


(5)              
modify the provisions of this Indenture with respect to the subordination of any Security in a manner adverse to the Holder
thereof; or


 


(6)              
modify any of the provisions of this Indenture relating to the execution of supplemental indentures with the consent of
Holders of Securities which are discussed in this Section or modify any provisions relating to the waiver by Holders of Securities
of past defaults and covenants, except to increase any required percentage or to provide that other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby.


 


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


 


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


 


		Section 903.	       
Execution of Supplemental Indentures



 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.
The Trustee shall enter into any supplemental indenture which does not adversely affect the Trustee's own rights, duties or immunities
under this Indenture or otherwise. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.


 






    	-52-



      


    

 


		Section 904.	       
Effect of Supplemental Indentures



 


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


 


		Section 905.	       
Conformity with Trust Indenture Act



 


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


 


		Section 906.	       
Reference in Securities to Supplemental Indentures



 


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation
in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series. Failure to make a notation or issue a new Security shall not affect the validity and effect of any amendment,
supplement or waiver.


 


ARTICLE
X



COVENANTS


 


		Section 1001.	    Payment
of Principal, Premium and Interest



 


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


 


		Section 1002.	    Maintenance
of Office or Agency



 


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


 






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


 


Except as otherwise specified with respect to
a series of Securities as contemplated by Section 301, the Company hereby initially designates as the Place of Payment for each
series of Securities to be the Corporate Trust Office, and initially appoints the Trustee as Paying Agent at its office at ______________________,
as the Company's office or agency for each such purpose in such city.


 


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



 


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


 


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


 


The Company will cause each Paying Agent for
any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) hold all sums held
by it for the payment of the principal of (and premium, if any) or interest, if any, on Securities of that series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making
of any payment of principal (and premium, if any) or interest, if any, on the Securities of that series; and (3) during the continuance
of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.


 


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


 






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Any money deposited with the Trustee or any
Paying Agent in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining
unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the state which escheat
laws control and the Trustee or any Paying Agent shall be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the state which escheat laws control for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, may at
the expense of the Company cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance
of such money then remaining will be paid to the state whose escheat laws control.


 


		Section 1004.	    Statement
by Officers as to Default



 


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


 


		Section 1005.	   
                                         Waiver of Certain Covenants



 


The Company may omit in any particular instance
to comply with any term, provision or condition set forth in Sections 1002 through 1004 with respect to the Securities of any series
if before the time for such compliance Holders of at least a majority in aggregate principal amount of the Outstanding Securities
of all affected series (voting as one class) shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.


 


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


 






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ARTICLE
XI



REDEMPTION OF SECURITIES


 


		Section 1101.	    Applicability
of Article



 


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


 


		Section 1102.	    Election
to Redeem; Notice to Trustee



 


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities
of any series, the Company shall, not less than 35 nor more than 60 days prior to the Redemption Date fixed by the Company (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities (1) prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, or (2) pursuant to an election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction
or condition.


 


		Section 1103.	    Selection
by Trustee of Securities to be Redeemed



 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed), the particular Securities
to be redeemed shall be selected not more than 35 days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, on a pro rata basis or by lot or such similar method in accordance
with the procedures of DTC or by any other method which complies with any securities exchange or other applicable requirements
for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.


 


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


 


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


 






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		Section 1104.	    Notice
of Redemption



 


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


 


All notices of redemption shall state:


 


(1)              
the Redemption Date,


 


(2)              
the Redemption Price,


 


(3)              
if less than all the Outstanding Securities of any series and of a specified tenor are to be redeemed, the identification
(and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed,


 


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


 


(5)              
the place or places where such Securities are to be surrendered for payment of the Redemption Price, and


 


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


 


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


 


		Section 1105.	    Deposit
of Redemption Price



 


On or prior to 10:30 a.m. (Eastern Daylight
Savings time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.


 


		Section 1106.	    Securities
Payable on Redemption Date



 


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


 






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


 


		Section 1107.	    Securities
Redeemed in Part



 


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


 


ARTICLE
XII



SINKING FUNDS


 


		Section 1201.	    Applicability
of Article



 


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


 


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


 


		Section 1202.	    Satisfaction
of Sinking Fund Payments with Securities



 


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


 






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		Section 1203.	    Redemption
of Securities for Sinking Fund



 


Not less than 45 days prior to each sinking
fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202 and stating
the basis for such credit and that such Securities have not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 


ARTICLE
XIII



DEFEASANCE


 


		Section 1301.	    Applicability
of Article



 


The provisions of this Article shall be applicable
to each series of Securities except as otherwise specified as contemplated by Section 301 for Securities of such series.


 


		Section 1302.	    Legal
Defeasance



 


In addition to discharge of the Indenture pursuant
to Section 401, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a
series on the 91st day after the date of the deposit referred to in Clause (1) below, and the provisions of this Indenture with
respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and
exchange of Securities of such series and the Company's right of optional redemption, if any, (ii) substitution of mutilated, destroyed,
lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon,
upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining
rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, and the Company's obligations in connection therewith (including, but not limited to, Section 607), (v)
the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of such series
as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vii) the
obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall, upon a Company Request,
execute proper instruments acknowledging the same, if the conditions set forth below are satisfied (hereinafter, “defeasance”):


 


(1)              
The Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the purposes
of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of Holders of the
Securities of such series (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only
be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such
times and in such amounts as will insure the availability of cash, or (C) a combination thereof, certified to be 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 (i) the principal and interest and premium, if any, on all Securities of such series on each date that such
principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below,
and (ii) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms
of the Indenture and the Securities of such series;


 






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(2)              
The Company has delivered to the Trustee an Opinion of Counsel based on the fact that (A) the Company has received from,
or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in
the applicable federal income tax law, in either case to the effect that, and such opinion shall confirm that, Holders of the Securities
of such series 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 amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred;


 


(3)              
If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to
the Trustee shall have been made;


 


(4)              
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;


 


(5)              
Such defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Securities are in default within the meaning of such Act);


 


(6)              
Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument
to which the Company is a party or by which it is bound;


 


(7)              
Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning
of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration
thereunder; and


 


(8)              
The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this provision have been complied with.


 






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For this purpose, such defeasance means that
the Company and any other obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt
represented by the Securities of such series, which shall thereafter be deemed to be “Outstanding” only for
the purposes of Section 1304 and the rights and obligations referred to in Clauses (i) through (vii), inclusive, of the first paragraph
of this Section, and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar
as the Securities of such series are concerned.


 


		Section 1303.	    Covenant
Defeasance



 


The Company and any other obligor shall be released
on the 91st day after the date of the deposit referred to in Clause (1) below from its obligations under Sections 704 and 801 with
respect to the Securities of any series on and after the date the conditions set forth below are satisfied (hereinafter, “covenant
defeasance”), and the Securities of such series shall thereafter be deemed to be not “Outstanding”
for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or other action or Act
of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed Outstanding
for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Securities of such
series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of
any reference in such Section to any other provision herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 501, but, except as specified above, the remainder of this Indenture and the Securities
of such series shall be unaffected thereby. The following shall be the conditions to application of this Section 1303:


 


(1)              
The Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of Holders of the
Securities of such series, (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only
be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such
times and in such amounts as will insure the availability of cash, or (C) 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 (i) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest
or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (2) below, and (ii) any mandatory
sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and the
Securities of such series;


 


(2)              
If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to
the Trustee shall have been made;


 






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(3)              
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;


 


(4)              
The Company has delivered to the Trustee an Opinion of Counsel which shall confirm that Holders of the Securities of such
series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the
case if such deposit and covenant defeasance had not occurred;


 


(5)              
Such covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act);


 


(6)              
Such covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound;


 


(7)              
Such covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from
registration thereunder; and


 


(8)              
The Company has delivered to the Trustee an Officers' Certificate and Opinion of Counsel stating that all conditions precedent
provided for relating to the covenant defeasance contemplated by this provision have been complied with.


 


		Section 1304.	    Application
by Trustee of Funds Deposited for Payment of Securities



 


Subject to the provisions of the last paragraph
of Section 1003, all moneys or U.S. Government Obligations deposited with the Trustee pursuant to Section 1302 or 1303 (and all
funds earned on such moneys or U.S. Government Obligations) 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 Holders of the particular Securities of
such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by
law. Subject to Sections 1302 and 1303, the Trustee shall promptly pay to the Company upon Company Order any moneys held by it
at any time, which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
delivered to the Trustee, are in excess of the amounts required to effect the defeasance with respect to the Outstanding Securities
in question.


 


		Section 1305.	    Repayment
to the Company



 


The Trustee and any Paying Agent promptly shall
pay or return to the Company upon Company Request any money and U.S. Government Obligations held by them at any time that are not
required for the payment of the principal of and any interest on the Securities of any series for which money or U.S. Government
Obligations have been deposited pursuant to Section 1302 or 1303, which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification delivered to the Trustee, are in excess of the amounts required to effect
the defeasance with respect to the Outstanding Securities in question.


 






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The provisions of the last paragraph of Section
1003 shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after
the Maturity of any series of Securities for which money or U.S. Government Obligations have been deposited pursuant to Section
1302 or 1303.


 


		Section 1306.	    Reinstatement



 


If the Trustee or the Paying Agent is unable
to apply any money or U. S. Government Obligations in accordance with this Article by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the obligations of the Company under this Indenture and the Securities of the applicable series shall be revived and reinstated
as though no deposit had occurred pursuant to this Indenture until such time as the Trustee or the Paying Agent is permitted to
apply all such money or U. S. Government Obligations in accordance with this Article; provided, however, that if the Company
has made any payment of principal of or interest on any Securities of such series because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of Holders of such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or the Paying Agent.


 


ARTICLE
XIV



SUBORDINATION OF SECURITIES


 


		Section 1401.	    Securities
Subordinated to Senior Debt



 


The Company covenants and agrees that anything in this Indenture
or the Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Securities of each series is
subordinate and junior in right of payment to all Senior Debt to the extent provided in this Indenture, and each Holder of Securities
of each series, by such Holder’s acceptance of such Securities, likewise covenants and agrees to the subordination provided
in this Indenture and shall be bound by the provisions of this Indenture. Senior Debt shall continue to be Senior Debt and entitled
to the benefits of these subordination provisions irrespective of any amendment, modification, or waiver of any term of the Senior
Debt or extension or renewal of the Senior Debt.


 


In the event of


 


		(a)	any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, or other similar proceeding
relating to the Company or its property,



 






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		(b)	any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not
involving insolvency or bankruptcy proceedings,



 


		(c)	any assignment by the Company for the benefit of creditors, or



 


		(d)	any other marshaling of the assets of the Company,



 


all Senior Debt (including any interest on such Senior Debt accruing after the commencement
of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities, or other
property, shall be made to any Holder of any of the Securities on account of such Securities. Any payment or distribution, whether
in cash, securities, or other property (other than securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time outstanding and to
any securities issued in respect of such Senior Debt under any such plan of reorganization or readjustment), which would otherwise
(but for these subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or
delivered directly to the Trustee on behalf of the holders of Senior Debt in accordance with the priorities then existing among
such holders until all Senior Debt (including any interest on such Senior Debt accruing after the commencement of any such proceedings)
shall have been paid in full. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior
Debt, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities,
shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid
principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or other distribution,
whether in cash, property, or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking
junior to the Securities and such other obligations. The rights of holders of Senior Debt under this Section do not extend to any
payment or distribution, whether in cash, securities or other property, to the extent applied to the Trustee’s rights to
compensation, reimbursement of expenses, liabilities or indemnification.


 


In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities, or other property (other than securities of the Company
or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least
to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment
of all Senior Debt at the time outstanding and to any securities issued in respect of such Senior Debt under any such plan of reorganization
or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms of this Indenture such payment
or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred
to, the Trustee on behalf of the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing
among such holders for applications to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all such
Senior Debt in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution,
or security, each holder of Senior Debt is irrevocably authorized to endorse or assign the same.


 






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No present or future holder of any Senior Debt shall be prejudiced
in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part
of the Company. Nothing contained in this Indenture shall impair, as between the Company and the Holders of Securities of each
series, the obligation of the Company to pay to such Holders the principal of (and premium, if any) and interest on such Securities
or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or under
this Indenture upon a default or Event of Default, all subject to the rights of the holders of the Senior Debt to receive cash,
securities, or other property otherwise payable or deliverable to the Holders.


 


Senior Debt shall not be deemed to have been paid in full unless
the holders thereof shall have received cash, securities, or other property equal to the amount of such Senior Debt then outstanding.
Upon the payment in full of all Senior Debt, the Holders of Securities of each series shall be subrogated to all rights of any
holders of Senior Debt to receive any further payments or distributions applicable to the Senior Debt until the indebtedness evidenced
by the Securities of such series shall have been paid in full, and such payments or distributions received by such Holders, by
reason of such subrogation, of cash, securities, or other property which otherwise would be paid or distributed to the holders
of Senior Debt shall, as between the Company and its creditors other than the holders of Senior Debt, on the one hand, and such
Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Debt, and not on account of the Securities
of such series.


 


Notwithstanding the foregoing or anything else in this Article XIV
contained, at any time after the 123rd day following the date of deposit of money and U.S. Government Obligations pursuant to Article
IV or XIII (provided all conditions set out in the applicable Article shall have been satisfied), the funds (including U.S. Government
Obligations) so deposited and any interest thereon will not be subject to any rights of holders of Senior Debt including, without
limitation, those arising under this Article XIV; provided that no event described in clauses (1) and (2) of Section 5.1 has occurred
during such 123-day period.


 


The provisions of this Section 1401 shall not impair any rights,
interests, remedies, or powers of any secured creditor of the Company in respect of any security interest the creation of which
is not prohibited by the provisions of this Indenture.


 


		Section 1402.	No Payment When Senior Debt in Default



 


In the event and during the continuation of any default in the payment
of the principal of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to such Senior
Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing permitting
the holders of such Senior Debt (or the Trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and
payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall
have been cured or waived or shall have ceased to exist and any such declaration and its consequences shall have been rescinded
or annulled, or in the event any judicial proceeding shall be pending with respect to any such default in payment or event of default,
then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities) shall be made by the Company on account of the principal of or any premium or interest
on the Securities or on account of the purchase or other acquisition of Securities, provided, however, that nothing
in this Section 1402 shall prevent the satisfaction of any sinking fund payment in accordance with Article XII by delivering
and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such default
in payment or event of default.


 






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Subject to Section 1405, in the event that, notwithstanding the foregoing,
the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this
Section 1402, and if such fact shall, at or prior to the time of such payment, have been made known in a writing delivered
to a responsible officer of the Trustee at the Corporate Trust Office by a holder of Senior Debt or the Company or, as the case
may be, such Holder, then and in such event such payment shall be paid over and delivered to the Company.


 


The provisions of this Section 1402 shall not apply to any payment
with respect to which Section 1401 would be applicable.


 


		Section 1403.	Trustee and Holders of Securities May Rely on Certificate of Liquidating
Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt



 


Upon any payment or distribution of assets of the Company referred
to in this Article XIV, the Trustee and the Holders shall be entitled to conclusively rely upon an order or decree made by
any court of competent jurisdiction in which such dissolution or winding up or liquidation or reorganization or arrangement proceedings
are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other Person
making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount of or payable
on and the amount or amounts paid or distributed on such Senior Debt or other indebtedness, and all other facts pertinent to such
Senior Debt or other indebtedness or to this Article XIV. In the absence of any such bankruptcy trustee, receiver, assignee,
or other Person, the Trustee shall be entitled to conclusively rely upon a written notice by a Person representing itself, himself
or herself to be a holder of Senior Debt (or a trustee or representative on behalf of such holder) as evidence that such Person
is a holder of such Senior Debt (or is such a trustee or representative), the amount of or payable on and the amount or amounts
paid or distributed on such Senior Debt or other indebtedness, and all other facts pertinent to such Senior Debt or other indebtedness.
In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person
as a holder of Senior Debt to participate in any payments or distributions pursuant to this Article XIV, the Trustee may request
such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent
to the rights of such Person under this Article XIV, and if such evidence is not furnished, the Trustee may withhold any payment
to such Person pending judicial determination as to the right of such Person to receive payment. The Trustee, however, shall not
be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if it shall pay
over or deliver to the Holders or the Company or any other Person, cash, securities, or other property to which any holders of
Senior Debt shall be entitled by virtue of this Article or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee.


 






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Section 1404.     Payment Permitted If No Default


 


Nothing contained in this Article XIV (except
in Section 1405) or elsewhere in this Indenture, or in any of the Securities, shall prevent (a) the Company at any time, except
during the pendency of any dissolution, winding up, liquidation, or reorganization proceedings referred to in Section 1401
or under the conditions specified in Section 1402, from making payments of the principal of (or premium, if any) or interest
on the Securities or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it under this Indenture
to payments of the principal of or interest on the Securities, if, at the time of such deposit, a responsible officer of the Trustee
or such Paying Agent, as the case may be, had not received at the Corporate Trust Office the Officers’ Certificate or written
notice provided for in Section 1405 of any event prohibiting the making of such deposit, or if, at the time of such deposit
(whether or not in trust) by the Company with the Trustee or any Paying Agent (other than the Company) such payment would not have
been prohibited by the provisions of this Article, and the Trustee or any Paying Agent shall not be affected by any notice to the
contrary received by it on or after such date.


 


Section 1405.    Trustee Not Charged with Knowledge of Prohibition


 


Anything in this Article XIV or elsewhere contained in this
Indenture to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of any
facts which would prohibit the making of any payment of moneys to or by the Trustee, and shall be entitled conclusively to assume
that no such facts exist and that no event specified in Section 1401 or Section 1402 has happened, unless and until a responsible
officer of the Trustee shall have received at the Corporate Trust Office (i) an Officers’ Certificate to that effect or (ii)
notice in writing to that effect signed by or on behalf of the holder or holders, or their representatives, of Senior Debt who
shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder
or holders or representatives or from any trustee under any indenture pursuant to which such Senior Debt shall be outstanding;
and before the receipt of any such Officers’ Certificate or written notice, the Trustee shall be entitled in all respects
to assume that no such facts exist; provided, however, that if the Trustee shall not have received the Officers’ Certificate
or the written notice provided for in this Section at least three (3) Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any
Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to receive
such money and to apply the same to the purpose for which such money were received and shall not be affected by any notice to the
contrary which may be received by it during or after such three (3) Business Day period.


 






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The Company shall give prompt written notice to the Trustee and to
the Paying Agent of any facts which would prohibit the payment of money or assets to or by the Trustee or any Paying Agent.


 


Section 1406.    Trustee to Effectuate Subordination


 


Each Holder of Securities by such Holder’s acceptance thereof
authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate
the subordination as between such Holder and holders of Senior Debt as provided in this Article and appoints the Trustee its attorney-in-fact
for any and all such purposes.


 


Section 1407.    Rights of Trustee as Holder of Senior Debt


 


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


 


Section 1408.    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 under this Indenture, the term “Trustee” as used in this Article
shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if the Paying Agent were named in this Article in addition to or in place
of the Trustee, provided, however, that Sections 1405 and 1407 shall not apply to the Company or any Affiliate of the Company
if the Company or such Affiliate acts as Paying Agent.


 


Section 1409.     Subordination Rights Not Impaired by Acts
or Omissions of the Company or Holders of Senior Debt


 


No right of any present or future holders of any Senior Debt to enforce
subordination as provided in this Indenture 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 which any such holder may have or be otherwise
charged with. The holders of Senior Debt may, at any time or from time to time and in their absolute discretion, change the manner,
place, or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Debt, or amend or supplement
any instrument pursuant to which any such Senior Debt is issued or by which it may be secured, or release any security, or exercise
or refrain from exercising any other of their rights under the Senior Debt including, without limitation, the waiver of default,
all without notice to or assent from the


 






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Holders of the Securities or the Trustee and without affecting the
obligations of the Company, the Trustee, or the Holders of the Securities under this Article.


 


Section 1410.     Trustee’s Rights to Compensation,
Reimbursement of Expenses and Indemnification


 


Nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Sections 506 or 607, or otherwise in connection with any compensation, reimbursement or indemnification
afforded the Trustee in connection with the Indenture.


 


Section 1411.    Modification of Subordination Provisions


 


Anything in Article IX or elsewhere contained in this Indenture
to the contrary notwithstanding, no modification or amendment and no supplemental indenture shall modify the subordination provisions
of this Article XIV in a manner that would adversely affect the holders of Senior Debt.


 


 


 


 


 


 






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IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed in multiple counterparts, each of which so executed shall be deemed to be an original,
but all of which shall together constitute but one and the same instrument, all as of the day and year first above written.


 


 





	 	CHEMUNG FINANCIAL CORPORATION
	 	 
	 	By:  	 
	 	Name:
	 	Title:
	 	 
	 	______________________
	 	 
	 	 
	 	By:   	 
	 	Name:
	 	Title: