Exhibit 4.2

   

  Execution Version

   

  COREBRIDGE FINANCIAL, INC.

   

  AND

   

  THE BANK OF NEW YORK MELLON

    TRUSTEE

   

  

  
  
     

  

  
  

   

  INDENTURE

    DATED AS OF April 5, 2022

   

  

  
  
     

  

  
  

   

  PROVIDING FOR THE ISSUANCE OF DEBT SECURITIES
    IN SERIES

   

  
  
    	 		 


  

  
     

  

  
  

   

  Certain Sections of this Indenture relating
      to Sections 310 through 318,

      inclusive, of the Trust Indenture Act of 1939:

   

  	
          TRUST INDENTURE ACT SECTION

        	
          
          

          	
          INDENTURE SECTION

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


   

  
  
     

  

  
  

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

   

  
  
    	 		 


  

  
     

  

  
  

   

  TABLE OF CONTENTS

   

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


   

  
  
    	 	i	 


  

  
     

  

  
   

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


   

  
  
    	 	ii	 


  

  
     

  

  
   

  	Section 6.04	Not Responsible for Recitals or Issuance of Securities	47
	Section 6.05	May Hold Securities	47
	Section 6.06	Money Held in Trust	47
	Section 6.07	Compensation and Reimbursement	48
	Section 6.08	Conflicting Interests	49
	Section 6.09	Corporate Trustee Required; Eligibility	49
	Section 6.10	Resignation and Removal; Appointment of Successor	49
	Section 6.11	Acceptance of Appointment by Successor	51
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	52
	Section 6.13	Preferential Collection of Claims Against Company	52
	 	 	 
	Article VII
	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 
	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	53
	Section 7.02	Preservation of Information; Communications to Holders	53
	Section 7.03	Reports by Trustee	54
	Section 7.04	Reports by Company	54
	 	 	 
	Article VIII
	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 
	Section 8.01	Company May Consolidate, Etc., Only on Certain Terms	54
	Section 8.02	Successor Substituted	55
	 	 	 
	Article IX
	 
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 9.01	Supplemental Indentures Without Consent of Holders	55
	Section 9.02	Supplemental Indentures With Consent of Holders	57
	Section 9.03	Execution of Supplemental Indentures	58
	Section 9.04	Effect of Supplemental Indentures	59
	Section 9.05	Conformity with Trust Indenture Act	59
	Section 9.06	Reference in Securities to Supplemental Indentures	59
	 	 	 
	Article X
	 
	COVENANTS
	 	 	 
	Section 10.01	Payment of Principal, Premium and Interest	59
	Section 10.02	Maintenance of Office or Agency	59


   

  
  
    	 	iii	 


  

  
     

  

  
   

  	Section 10.03	Money for Securities Payments to Be Held in Trust	60
	Section 10.04	Statement by Officers as to Default	61
	Section 10.05	Existence	61
	Section 10.06	Limitation on Liens on Voting Stock of Designated Subsidiaries	61
	Section 10.07	Limitations on Disposition of Stock of Certain Subsidiaries	62
	Section 10.08	Waiver of Certain Covenants	62
	 	 	 
	Article XI
	 
	REDEMPTION OF SECURITIES
	 	 	 
	Section 11.01	Applicability of Article	63
	Section 11.02	Election to Redeem; Notice to Trustee	63
	Section 11.03	Selection of Securities to Be Redeemed	63
	Section 11.04	Notice of Redemption	64
	Section 11.05	Deposit of Redemption Price	65
	Section 11.06	Securities Payable on Redemption Date	65
	Section 11.07	Securities Redeemed in Part	65
	 	 	 
	Article XII
	 
	SINKING FUNDS
	 	 	 
	Section 12.01	Applicability of Article	66
	Section 12.02	Satisfaction of Sinking Fund Payments with Securities	66
	Section 12.03	Redemption of Securities for Sinking Fund	66
	 	 	 
	Article XIII
	 
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	Section 13.01	Company’s Option to Effect Defeasance or Covenant Defeasance	67
	Section 13.02	Defeasance and Discharge	67
	Section 13.03	Covenant Defeasance	68
	Section 13.04	Conditions to Defeasance or Covenant Defeasance	68
	Section 13.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	70
	Section 13.06	Reinstatement	71


   

  
  
    	 	iv	 


  

  
     

  

  
    

  INDENTURE, dated as of
    April 5, 2022, between Corebridge Financial, Inc., a corporation duly organized and existing under the laws of the State of Delaware
    (herein called the “Company”), having its principal office at 2919 Allen Parkway, Woodson Tower, Houston, Texas
    77019, and The Bank of New York Mellon, a New York banking corporation, as Trustee (together with its successors and assigns in
    such capacity, the “Trustee”).

   

  RECITALS OF THE COMPANY

   

  The Company has duly authorized
    the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debt securities, debentures,
    notes, bonds or other evidences of indebtedness (herein called the “Securities”), in an unlimited aggregate
    principal amount to be issued in one or more series as in this Indenture provided.

   

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

   

  NOW, THEREFORE, THIS INDENTURE
    WITNESSETH:

   

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

   

  Article
      I

    

    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

   

  Section 1.01     Definitions
    .

   

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

   

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

   

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

   

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

   

  
  
    	 		 


  

  
     

  

  
   

  (4)       unless
    the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a
    Section, as the case may be, of this Indenture; and

   

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

   

  “Act”,
    when used with respect to any Holder, has the meaning specified in Section 1.04.

   

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

   

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

   

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

   

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

   

  “Board of Directors”
    means either the board of directors of the Company or any duly authorized committee of that board.

   

  “Board Resolution”
    means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the
    Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

   

  “Business Day”,
    when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
    which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

   

  
  
    	 	2	 


  

  
     

  

  
   

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

   

  “Code”
    has the meaning specified in Section 1.17.

   

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

   

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

   

  “Company Request”
    or “Company Order” means a written request or order signed in the name of the Company by its Chief Executive
    Officer, the President, any Executive Vice President or Senior Vice President or any Vice President (or any Person designated by
    one of them in writing as authorized to execute and deliver Company Requests and Company Orders), and by its Treasurer, one of
    its Assistant Treasurers, its Secretary or one of its Assistant Secretaries (or any Person designated by one of them in writing
    as authorized to execute and deliver Company Requests and Company Orders), and delivered to the Trustee.

   

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

   

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

   

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

   

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

   

  “Defeasance”
    has the meaning specified in Section 13.02.

   

  
  
    	 	3	 


  

  
     

  

  
   

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

   

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

   

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

   

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

   

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

   

  “Expiration Date”
    has the meaning specified in Section 1.04.

   

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

   

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

   

  “Indenture”
    means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
    supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and
    any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument
    and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular
    series of Securities established as contemplated by Section 3.01.

   

  “Instructions”
    has the meaning specified in Section 1.05.

   

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

   

  
  
    	 	4	 


  

  
     

  

  
   

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

   

  “Investment Company
      Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to
    time.

   

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

   

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

   

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

   

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

   

  “Opinion of Counsel”
    means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee.

   

  “Original Issue
      Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and
    payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

   

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

   

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

   

  
  
    	 	5	 


  

  
     

  

  
   

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

   

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

   

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

   

  provided, however, that in determining
    whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand,
    authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount
    of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which
    would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) if,
    as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of
    such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section
    3.01, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which
    shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated
    by Section 3.01, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above,
    of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor
    upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding,
    except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
    notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned
    shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
    establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the
    pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

   

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

   

  
  
    	 	6	 


  

  
     

  

  
   

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

   

  “Place of Payment”,
    when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest
    on the Securities of that series are payable as specified as contemplated by Section 3.01 or, if not so specified, New York, New
    York.

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  
  
    	 	7	 


  

  
     

  

  
   

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

   

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

   

  “Securities Act”
    means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

   

  “Security Register”
    and “Security Registrar” have the respective meanings specified in Section 3.05.

   

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

   

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

   

  “Subsidiary”
    means a corporation, partnership, limited liability company or trust more than 50% of the outstanding Voting Stock of which is
    owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries.

   

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

   

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

   

  “U.S. Government
      Obligation” has the meaning specified in Section 13.04.

   

  
  
    	 	8	 


  

  
     

  

  
   

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

   

  “Vice President”,
    when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word
    or words added before or after the title “vice president”.

   

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

   

  Section 1.02     Compliance
      Certificates and Opinions .

   

  Upon any application or
    request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the
    Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall
    be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel,
    if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth
    in this Indenture.

   

  Every certificate or opinion
    with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in
    Section 10.04) shall include,

   

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

   

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

   

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

   

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

   

  
  
    	 	9	 


  

  
     

  

  
   

  Section 1.03     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, or in the exercise of reasonable care should know, that the certificate or opinion or representations
    with respect to such matters are erroneous.

   

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

   

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

   

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

   

  
  
    	 	10	 


  

  
     

  

  
   

  The ownership of Securities
    shall be proved by the Security Register.

   

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

   

  The Company may set any
    day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make
    or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
    to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date
    for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request
    or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding
    Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether
    or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless
    taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such
    series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date
    for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
    set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
    construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
    relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company,
    at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to
    be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.

   

  
  
    	 	11	 


  

  
     

  

  
  

   

  The Trustee may set any
    day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the
    giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section
    5.02, (iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred
    to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph,
    the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such
    notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that
    no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite
    principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to
    prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this
    paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no
    effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal
    amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set
    pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action
    by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant
    series in the manner set forth in Section 1.06.

   

  With respect to any record
    date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration
    Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change
    shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each
    Holder of Securities of the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date.
    If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set
    such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with
    respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.

   

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

   

  Section 1.05     Notices,
      Etc., to Trustee and Company.

   

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

   

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

   

  
  
    	 	12	 


  

  
     

  

  
   

  (2)       the
    Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
    if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified
    in the first paragraph of this instrument, Attention Secretary, or at any other address previously furnished in writing to the
    Trustee by the Company.

   

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

   

  Section 1.06     Notice
      to Holders; Waiver.

   

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

   

  
  
    	 	13	 


  

  
     

  

  
   

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

   

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

   

  Section 1.07     Conflict
      with Trust Indenture Act.

   

  If any provision hereof
    limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and
    govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision
    of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture
    as so modified or to be excluded, as the case may be.

   

  Section 1.08     Effect
      of Headings and Table of Contents.

   

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

   

  Section 1.09     Successors
      and Assigns.

   

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

   

  Section 1.10     Separability
      Clause.

   

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

   

  
  
    	 	14	 


  

  
     

  

  
   

  Section 1.11     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
    and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

   

  Section 1.12     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 1.13     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 any Security which specifically states that
    such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at
    such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same
    force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity; provided, however,
    that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as
    the case may be, to the date of such payment.

   

  Section 1.14     Submission
      to Jurisdiction .

   

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

   

  Section 1.15     Waiver
      of Jury Trial .

   

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

   

  
  
    	 	15	 


  

  
     

  

  
   

  Section 1.16     Force
      Majeure .

   

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

   

  Section 1.17     Foreign
      Account Tax Compliance Act .

   

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

   

  Article
      II

    

    SECURITY FORMS

   

  Section 2.01     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 the rules of any securities
    exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced
    by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution,
    a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and
    delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and
    delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution
    are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each
    Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first
    Security of such series.

   

  
  
    	 	16	 


  

  
     

  

  
   

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

   

  Section 2.02     Form
      of Face of Security.

   

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

   

  Corebridge Financial, Inc.

   

  

  
  
     

  

  
   

   

  	No. .......	$......


   

  Corebridge Financial, Inc.,
    a corporation duly organized and existing under the laws of Delaware (herein called the “Company”, which term includes
    any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________,
    or registered assigns, the principal sum of ______________________ Dollars on _____________________ [if the Security is to bear
      interest prior to Maturity, insert — , and to pay interest thereon from _____ or from the most recent Interest Payment
    Date to which interest has been paid or duly provided for, semi-annually on _____ and _____ in each year, commencing __________,
    at the rate of ____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert
    — , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest
    at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such
    amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest
    so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
    to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the
    Regular Record Date for such interest, which shall be the _____ or _____ (whether or not a Business Day), as the case may be, next
    preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be
    payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more
    Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest
    to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to
    such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
    exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as
    more fully provided in said Indenture].

   

  
  
    	 	17	 


  

  
     

  

  
   

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

   

  Payment of the principal
    of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office
    or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York], in such coin or currency
    of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable,
      insert — ; provided, however, that at the option of the Company payment of interest may be made by check mailed
    to the address of the Person entitled thereto as such address shall appear in the Security Register].

   

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

   

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

   

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

   

  Dated:

   

  	 	Corebridge Financial, Inc.
	 	 	 
	 	By 	 


   

  	Attest:  	 
	 	 
	  	 


   

  
  
    	 	18	 


  

  
     

  

  
   

  Section 2.03     Form
      of Reverse of Security.

   

  This Security is one of
    a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued
    in one or more series under an Indenture, dated as of ________________ (herein called the “Indenture”, which term shall
    have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, as Trustee (herein called
    the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the
    Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
    Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
    This Security is one of the series designated on the face hereof [if applicable, insert — ,[initially] limited in
    aggregate principal amount to $_____][, provided that the Company may, without the consent of any Holder, at any time and from
    time to time, increase the initial principal amount.]

   

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

   

  	 	Redemption	 	Redemption
	Year	Price	Year	Price


   

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

   

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

   

  	Year	Redemption Price For 

          Redemption Through 

          Operation Sinking Fund	Redemption Price For 

          Redemption Otherwise 

          Than Through Operation of 

          the Sinking Fund


   

  
  
    	 	19	 


  

  
     

  

  
   

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

   

  [If applicable, insert
    — Notwithstanding the foregoing, the Company may not, prior to __________, redeem any Securities of this series as contemplated
    by [if applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding
    operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in
    accordance with generally accepted financial practice) of less than _____% per annum.]

   

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

   

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

   

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

   

  
  
    	 	20	 


  

  
     

  

  
   

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

   

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

   

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

   

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

   

  
  
    	 	21	 


  

  
     

  

  
   

  No reference herein to
    the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which
    is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
    and in the coin or currency, herein prescribed.

   

  As provided in the Indenture
    and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon
    surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal
    of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer
    in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized
    in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the
    same aggregate principal amount, will be issued to the designated transferee or transferees.

   

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

   

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

   

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

   

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

   

  Section 2.04     Form
      of Legend for Global Securities.

   

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

   

  
  
    	 	22	 


  

  
     

  

  
   

  THIS SECURITY IS A GLOBAL
    SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
    THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
    WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
    CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

   

  Section 2.05     Form
      of Trustee’s Certificate of Authentication.

   

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

   

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

   

  	Dated:	 	The Bank of New York Mellon_______
	 	 	As Trustee
	 	 	 
	 	By	 
	 	 	Authorized Signatory


   

  Article
      III

    

    THE SECURITIES

   

  Section 3.01     Amount
      Unlimited; Issuable in Series.

   

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

   

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

   

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

   

  
  
    	 	23	 


  

  
     

  

  
   

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

   

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

   

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

   

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

   

  (6)       the
    place or places where the principal of and any premium and interest on any Securities of the series shall be payable;

   

  (7)       the
    period or periods within which, the price or prices at which and the terms and conditions upon which (including the notice period,
    if different from the notice period set forth in Section 11.04) any Securities of the series may be redeemed, in whole or in part,
    at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem
    the Securities shall be evidenced;

   

  (8)       the
    obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous
    provisions (including payments made in cash in participation of future sinking fund obligations) or at the option of the Holder
    thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities
    of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

   

  (9)       if
    other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any Securities
    of the series shall be issuable;

   

  (10)     if
    the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index,
    a financial or economic measure or pursuant to a formula, the manner in which such amounts shall be determined;

   

  
  
    	 	24	 


  

  
     

  

  
   

  (11)     if
    other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or
    any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in
    the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
    in Section 1.01;

   

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

   

  (13)     if
    other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall
    be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

   

  (14)     if
    the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more
    dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such
    date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity
    other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any
    such case, the manner in which such amount deemed to be the principal amount shall be determined);

   

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

   

  
  
    	 	25	 


  

  
     

  

  
   

  (16)     if
    applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
    and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne
    by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition to or
    in lieu of those set forth in Clause (2) of Section 3.05 in which any such Global Security may be exchanged in whole or in
    part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or
    names of Persons other than the Depositary for such Global Security or a nominee thereof;

   

  (17)     any
    addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the
    Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section,
    5.02;

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

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

   

  
  
    	 	26	 


  

  
     

  

  
   

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

   

  If any of the terms of
    the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall
    be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery
    of the Officers’ Certificate setting forth the terms of the series.

   

  Section 3.02     Denominations.

   

  The Securities of each
    series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated
    by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series, the Securities
    of such series shall be issuable in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.

   

  Section 3.03     Execution,
      Authentication, Delivery and Dating.

   

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

   

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

   

  
  
    	 	27	 


  

  
     

  

  
   

  At any time and from time
    to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company
    to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the
    Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities
    of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in
    authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities,
    the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of
    Counsel stating,

   

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

   

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

   

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

   

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

   

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

   

  Each Security shall be
    dated the date of its authentication.

   

  
  
    	 	28	 


  

  
     

  

  
   

  No Security shall be entitled
    to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate
    of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and
    such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
    and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but
    never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in
    Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
    and shall never be entitled to the benefits of this Indenture.

   

  Section 3.04     Temporary
      Securities.

   

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

   

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

   

  Section 3.05     Registration,
      Registration of Transfer and Exchange.

   

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

   

  
  
    	 	29	 


  

  
     

  

  
   

  Upon surrender for registration
    of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company
    shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or
    more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.

   

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

   

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

   

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

   

  No service charge shall
    be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to
    cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
    other than exchanges pursuant to Section 3.04, 9.06, 11.07 or 12.03 not involving any transfer.

   

  If the Securities of any
    series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to
    issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may
    be) during a period beginning at the opening of business 15 days before the day of the giving of a notice of redemption of any
    such Securities selected for redemption under Section 11.03 and ending at the close of business on the day such notice was given,
    or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except
    the unredeemed portion of any Security being redeemed in part.

   

  
  
    	 	30	 


  

  
     

  

  
   

  The provisions of Clauses
    (1), (2), (3) and (4) below shall apply only to Global Securities:

   

  (1)       Each
    Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global
    Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global
    Security shall constitute a single Security for all purposes of this Indenture.

   

  (2)       Notwithstanding
    any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no
    transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such
    Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable
    or no longer permitted under applicable law to continue as Depositary for such Global Security, (B) there shall have
    occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company so directs the
    Trustee by a Company Order or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing
    as have been specified for this purpose as contemplated by Section 3.01.

   

  (3)       Subject
    to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
    issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global
    Security shall direct.

   

  (4)       Every
    Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any
    portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06, 11.07 or 12.03 or otherwise, shall be authenticated
    and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other
    than the Depositary for such Global Security or a nominee thereof.

   

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

   

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

   

  
  
    	 	31	 


  

  
     

  

  
   

  Section 3.06     Mutilated,
      Destroyed, Lost and Stolen Securities.

   

  If any mutilated Security
    is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
    new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

   

  If there shall be delivered
    to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security
    and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them
    harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser,
    the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security,
    a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

   

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

   

  Upon the issuance of any
    new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
    charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
    therewith.

   

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

   

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

   

  Section 3.07     Payment
      of Interest; Interest Rights Preserved.

   

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

   

  
  
    	 	32	 


  

  
     

  

  
   

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

   

  (1)       The
    Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
    respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
    Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
    Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company
    shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
    Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
    money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.
    Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15
    days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee
    of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name
    and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
    Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.06, not less than 10
    days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
    having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their
    respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable
    pursuant to the following Clause (2).

   

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

   

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

   

  
  
    	 	33	 


  

  
     

  

  
   

  Section 3.08     Persons
      Deemed Owners.

   

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

   

  Section 3.09     Cancellation.

   

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

   

  Section 3.10     Computation
      of Interest.

   

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

   

  Section 3.11     CUSIP
      Numbers.

   

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

   

  
  
    	 	34	 


  

  
     

  

  
   

  Section 3.12     Original
      Issue Discount.

   

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

   

  Article
      IV

    

    SATISFACTION AND DISCHARGE

   

  Section 4.01     Satisfaction
      and Discharge of Indenture.

   

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

   

  		(1)	either


   

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

   

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

   

  (i)       have
    become due and payable, or

   

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

   

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

   

  
  
    	 	35	 


  

  
     

  

  
   

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

   

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

   

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

   

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

   

  Section 4.02     Application
      of Trust Money.

   

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

   

  Article
      V

    

    REMEDIES

   

  Section 5.01     Events
      of Default.

   

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

   

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

   

  
  
    	 	36	 


  

  
     

  

  
   

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

   

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

   

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

   

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

   

  (6)       the
    commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
    or other similar law or of any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent by it to the entry
    of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or
    State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or
    proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
    Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
    receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its
    property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability
    to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action;
    or

   

  
  
    	 	37	 


  

  
     

  

  
   

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

   

  Section 5.02     Acceleration
      of Maturity; Rescission and Annulment.

   

  If an Event of Default
    with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee
    or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal
    amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such
    portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately,
    by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount
    (or specified amount) shall become immediately due and payable.

   

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

   

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


   

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

   

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

   

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

   

  
  
    	 	38	 


  

  
     

  

  
   

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

   

  and

   

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

   

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

   

  Section 5.03     Collection
      of Indebtedness and Suits for Enforcement by Trustee.

   

  The Company covenants that
    if

   

  (1)       default
    is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for
    a period of 30 days, or

   

  (2)       default
    is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof and such default continues
    for a period of five days,

   

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

   

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

   

  
  
    	 	39	 


  

  
     

  

  
   

  Section 5.04     Trustee
      May File Proofs of Claim.

   

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

   

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

   

  Section 5.05     Trustee
      May Enforce Claims Without Possession of Securities.

   

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

   

  Section 5.06     Application
      of Money Collected.

   

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

   

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

   

  
  
    	 	40	 


  

  
     

  

  
   

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

   

  Section 5.07     Limitation
      on Suits.

   

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

   

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

   

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

   

  (3)       such
    Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and
    liabilities to be incurred in compliance with such request;

   

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

   

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

   

  it being understood and intended that no one
    or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
    to affect, disturb or prejudice the rights of any other of such Holders (it being understood that the Trustee does not have an
    affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders), or to obtain
    or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except
    in the manner herein provided and for the equal and ratable benefit of all of such Holders.

   

  
  
    	 	41	 


  

  
     

  

  
   

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

   

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

   

  Section 5.09     Restoration
      of Rights and Remedies.

   

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

   

  Section 5.10     Rights
      and Remedies Cumulative.

   

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

   

  Section 5.11     Delay
      or Omission Not Waiver.

   

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

   

  Section 5.12     Control
      by Holders.

   

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

   

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

  
  
    	 	42	 


  

  
     

  

  
   

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

   

  Section 5.13     Waiver
      of Past Defaults.

   

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

   

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

   

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

   

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

   

  Section 5.14     Undertaking
      for Costs.

   

  In any suit for the enforcement
    of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it
    as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess
    reasonable costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided
    that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or
    to make such an assessment in any suit instituted by the Company. This Section 5.14 does not apply to a suit by the Trustee, a
    suit by a Holder pursuant to Section 5.08 hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding
    Securities.

   

  Section 5.15     Waiver
      of Usury, Stay or Extension Laws.

   

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

   

  
  
    	 	43	 


  

  
     

  

  
   

  Article
      VI

    

    THE TRUSTEE

   

  Section 6.01     Certain
      Duties and Responsibilities.

   

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

   

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

   

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

   

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

   

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

   

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

   

  
  
    	 	44	 


  

  
     

  

  
   

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

   

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

   

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

   

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

   

  Section 6.02     Notice
      of Defaults.

   

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

   

  Section 6.03     Certain
      Rights of Trustee.

   

  Subject to the provisions
    of Section 6.01:

   

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

   

  
  
    	 	45	 


  

  
     

  

  
   

  (2)       any
    request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and
    any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

   

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

   

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

   

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

   

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

   

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

   

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

   

  
  
    	 	46	 


  

  
     

  

  
   

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

   

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

   

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

   

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

   

  Section 6.04     Not
      Responsible for Recitals or Issuance of Securities.

   

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

   

  Section 6.05     May
      Hold Securities.

   

  The Trustee, any Paying
    Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner
    or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would
    have if it were not Trustee, Paying Agent, Security Registrar or such other agent.

   

  Section 6.06     Money
      Held in Trust.

   

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

   

  
  
    	 	47	 


  

  
     

  

  
   

  Section 6.07     Compensation
      and Reimbursement.

   

  The Company agrees

   

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

   

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

   

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

   

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

   

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

   

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

   

  
  
    	 	48	 


  

  
     

  

  
   

  Section 6.08     Conflicting
      Interests.

   

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

   

  Section 6.09     Corporate
      Trustee Required; Eligibility.

   

  There shall at all times
    be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities
    of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such
    and (a) has a combined capital and surplus of at least $50,000,000 or (b) is a wholly-owned subsidiary of a bank holding company
    having a consolidated capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually,
    pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to
    the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined
    capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to
    the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
    in the manner and with the effect hereinafter specified in this Article. The Trustee shall comply with Section 310(b) of the Trust
    Indenture Act; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act
    any indenture or indentures under which other securities or certificates of interest or participation in other securities of the
    Company are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

   

  Section 6.10     Resignation
      and Removal; Appointment of Successor.

   

  No resignation or removal
    of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
    appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

   

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

   

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

   

  
  
    	 	49	 


  

  
     

  

  
   

  If at any time:

   

  (1)       the
    Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona
    fide Holder of a Security for at least six months, or

   

  (2)       the
    Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or
    by any such Holder, or

   

  (3)       the
    Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property
    shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
    of rehabilitation, conservation or liquidation,

   

  then, in any such case, (A) the
    Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 5.14,
    any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly
    situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
    of a successor Trustee or Trustees.

   

  If the Trustee shall resign,
    be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the
    Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
    respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect
    to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the
    Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after
    such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities
    of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such
    series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
    of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to
    the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee
    with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment
    in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least six
    months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment
    of a successor Trustee with respect to the Securities of such series.

   

  
  
    	 	50	 


  

  
     

  

  
   

  The Company shall give
    notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of
    a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided
    in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and
    the address of its Corporate Trust Office.

   

  Section 6.11     Acceptance
      of Appointment by Successor.

   

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

   

  In case of the appointment
    hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring
    Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
    supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions
    as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts
    and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor
    Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions
    as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with
    respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested
    in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary
    to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
    herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee
    shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
    such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
    shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance,
    shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
    or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee,
    such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
    Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

   

  
  
    	 	51	 


  

  
     

  

  
   

  Upon request of any such
    successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to
    such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may
    be.

   

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

   

  Section 6.12     Merger,
      Conversion, Consolidation or Succession to Business.

   

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

   

  Section 6.13     Preferential
      Collection of Claims Against Company.

   

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

   

  
  
    	 	52	 


  

  
     

  

  
   

  Article
      VII

    

    HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

   

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

   

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

   

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

   

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

   

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

   

  Section 7.02     Preservation
      of Information; Communications to Holders.

   

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

   

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

   

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

   

  
  
    	 	53	 


  

  
     

  

  
   

  Section 7.03     Reports
      by Trustee.

   

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

   

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

   

  Section 7.04     Reports
      by Company.

   

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

   

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

   

  Article
      VIII

    

    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

   

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

   

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

   

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

   

  
  
    	 	54	 


  

  
     

  

  
   

  (2)       immediately
    after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would
    become an Event of Default, shall have happened and be continuing; and

   

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

   

  Section 8.02     Successor
      Substituted.

   

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

   

  Article
      IX

    

    SUPPLEMENTAL INDENTURES

   

  Section 9.01     Supplemental
      Indentures Without Consent of Holders.

   

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

   

  (1)       to
    evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
    herein and in the Securities; or

   

  
  
    	 	55	 


  

  
     

  

  
   

  (2)       to
    add to the covenants of the Company for the benefit of some or all of the Holders of all or any series of Securities or of particular
    Securities within a series as may be specified in the Board Resolutions (and if such covenants are to be for the benefit of less
    than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series or
    such particular Securities) or to surrender any right or power herein conferred upon the Company; or

   

  (3)       to
    add any additional Events of Default for the benefit of some or all of the Holders of all or any series of Securities or of particular
    Securities within a series as may be specified in the Board Resolutions (and if such additional Events of Default are to be for
    the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included
    solely for the benefit of such series or such particular Securities); or

   

  (4)       to
    add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
    of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit
    or facilitate the issuance of Securities in uncertificated form; or

   

  (5)       to
    add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
    that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series
    created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify
    the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when
    there is no Security described in clause (i) Outstanding; or

   

  (6)       to
    secure the Securities; or

   

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

   

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

   

  
  
    	 	56	 


  

  
     

  

  
   

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

   

  Section 9.02     Supplemental
      Indentures With Consent of Holders.

   

  With the consent of the
    Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental
    indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution,
    and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
    in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of
    Securities of such series under this Indenture; provided, however, that if the Board Resolutions and supplemental indenture
    shall expressly provide that any provisions to be changed or eliminated shall apply to fewer than all the Outstanding Securities
    hereunder or under a particular series under this Indenture, then, to the extent not inconsistent with the Trust Indenture Act,
    any such consent may be given by Holders of not less than a majority in principal amount of the Outstanding Securities hereunder
    or under such series to which such change or elimination shall apply; provided, further, that no such supplemental indenture
    shall, without the consent of the Holder of each Outstanding Security affected thereby (whether or not such affected Securities
    comprise all Securities under this Indenture or under a particular series),

   

  (1)       change
    the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
    amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
    principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration
    of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security
    or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on
    or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or

   

  (2)       reduce
    the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any
    such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
    of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or

   

  
  
    	 	57	 


  

  
     

  

  
   

  (3)       modify
    any of the provisions of this Section, Section 5.13 or Section 10.08, except to increase any such percentage or to provide that
    certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
    affected thereby.

   

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

   

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

   

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

   

  Section 9.03     Execution
      of Supplemental Indentures.

   

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

   

  
  
    	 	58	 


  

  
     

  

  
   

  Section 9.04     Effect
      of Supplemental Indentures.

   

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

   

  Section 9.05     Conformity
      with Trust Indenture Act.

   

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

   

  Section 9.06     Reference
      in Securities to Supplemental Indentures.

   

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

   

  Article
      X

    

    COVENANTS

   

  Section 10.01     Payment
      of Principal, Premium and Interest.

   

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

   

  Section 10.02     Maintenance
      of Office or Agency.

   

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

   

  
  
    	 	59	 


  

  
     

  

  
   

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

   

  Section 10.03     Money
      for Securities Payments to Be Held in Trust.

   

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

   

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

   

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

   

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

   

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

   

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

   

  
  
    	 	60	 


  

  
     

  

  
   

  Any money deposited with
    the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest
    on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and
    payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust;
    and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
    and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
    thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
    any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language,
    customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice
    that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date
    of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

   

  Section 10.04     Statement
      by Officers as to Default.

   

  The Company will deliver
    to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’
    Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and
    observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement
    of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof
    of which they may have knowledge.

   

  Section 10.05     Existence.

   

  Subject to Article Eight,
    the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

   

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

   

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

   

  
  
    	 	61	 


  

  
     

  

  
   

  Section 10.07     Limitations
      on Disposition of Stock of Certain Subsidiaries.

   

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

   

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

   

  Section 10.08     Waiver
      of Certain Covenants.

   

  Except as otherwise specified
    as contemplated by Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any series, omit
    in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section
    3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such series or in Section 10.05, if before the time for such compliance
    the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders,
    either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such
    waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver
    shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or
    condition shall remain in full force and effect.

   

  
  
    	 	62	 


  

  
     

  

  
   

  Article
      XI

    

    REDEMPTION OF SECURITIES

   

  Section 11.01     Applicability
      of Article.

   

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

   

  Section 11.02     Election
      to Redeem; Notice to Trustee.

   

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

   

  Section 11.03     Selection
      of Securities to Be Redeemed.

   

  If less than all the Securities
    of any series represented by one or more Global Securities are to be redeemed, the particular Securities to be redeemed shall be
    selected in accordance with the procedures of the Depositary from the Outstanding Securities of such series not previously called
    for redemption; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination
    (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series
    and of a specified tenor not represented by one or more Global Securities are to be redeemed, the particular Securities to be redeemed
    shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series
    and specified tenor not represented by a Global Security and not previously called for redemption in accordance with the preceding
    sentence.

   

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

   

  In the case of any such
    redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which
    shall not be less than the minimum authorized denomination) for such Security.

   

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

   

  
  
    	 	63	 


  

  
     

  

  
   

  Section 11.04     Notice
      of Redemption.

   

  Unless otherwise specified
    as contemplated by Section 3.01, notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
    5 Business Days nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address
    appearing in the Security Register; provided, that with respect to Securities issued in the form of one or more Global Securities,
    notice of redemption shall be given in accordance with the procedures of the Depositary.

   

  All notices of redemption
    shall state:

   

  (1)       the
    Redemption Date;

   

  (2)       the
    Redemption Price;

   

  (3)       if
    less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption
    of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding
    Securities of any series not represented by one or more Global Securities are to be redeemed, the principal amount of the particular
    Security to be redeemed;

   

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

   

  (5)       the
    place or places where each such Security is to be surrendered for payment of the Redemption Price;

   

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

   

  (7)       if
    applicable, the CUSIP numbers of the Securities of that series.

   

  Notice of redemption of
    Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the
    Trustee in the name and at the expense of the Company and, unless otherwise specified or contemplated by Section 3.01, shall be
    irrevocable.

   

  
  
    	 	64	 


  

  
     

  

  
   

  Section 11.05     Deposit
      of Redemption Price.

   

  Prior to any Redemption
    Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
    segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except
    if the Redemption Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on,
    all the Securities which are to be redeemed on that date.

   

  Section 11.06     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, if applicable, with accrued interest
    to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments
    of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one
    or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms
    and the provisions of Section 3.07.

   

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

   

  Section 11.07     Securities
      Redeemed in Part.

   

  Any Security which is to
    be redeemed only in part and which is not represented by a Global Security shall be surrendered at a Place of Payment therefor
    (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
    to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company
    shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security
    or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal
    amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. Any Security which
    is to be redeemed only in part and which is represented by a Global Security shall be redeemed in accordance with the procedures
    of the Depositary.

   

  
  
    	 	65	 


  

  
     

  

  
   

  Article
      XII

    

    SINKING FUNDS

   

  Section 12.01     Applicability
      of Article.

   

  The provisions of this
    Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as
    contemplated by Section 3.01 for such Securities.

   

  The minimum amount of any
    sinking fund payment provided for by the terms of any series of Securities is herein referred to as a “mandatory sinking
    fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred
    to as an “optional sinking fund payment”. If provided for by the terms of any series of Securities, the cash amount
    of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied
    to the redemption of Securities of the series as provided for by the terms of such Securities.

   

  Section 12.02     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 any Securities of such series required to be made pursuant
    to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities
    to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such
    purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation
    of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

   

  Section 12.03     Redemption
      of Securities for Sinking Fund.

   

  Not less than 60 days prior
    to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying
    the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof,
    if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and
    crediting Securities pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less
    than 30 days prior to each such sinking fund payment date, the Securities to be redeemed upon such sinking fund payment date shall
    be selected in the manner specified in Section 11.03 and the Trustee shall cause notice of the redemption thereof to be given in
    the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the
    redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.

   

  
  
    	 	66	 


  

  
     

  

  
   

  Article
      XIII

    

    DEFEASANCE AND COVENANT DEFEASANCE

   

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

   

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

   

  Section 13.02     Defeasance
      and Discharge.

   

  Upon the Company’s
    exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be,
    or if this Section shall otherwise apply to any Securities or any series of Securities, as the case may be, the Company shall be
    deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the
    date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). For this purpose,
    such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
    Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
    are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject
    to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders
    of such Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section,
    payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the
    Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the
    rights, powers, trusts, duties and immunities of the Trustee hereunder, including, without limitation, its rights under Section
    6.07 and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to
    have this Section applied to the Securities of any series notwithstanding the prior exercise of its option (if any) to have Section
    13.03 applied to such Securities.

   

  
  
    	 	67	 


  

  
     

  

  
   

  Section 13.03     Covenant
      Defeasance.

   

  Upon the Company’s
    exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be,
    or if this Section shall otherwise apply to any Securities or any series of Securities, as the case may be, (1) the
    Company shall be released from its obligations under Section 10.05 and any covenants provided pursuant to Section 3.01(18), 9.01(2)
    or 9.01(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections
    5.01(4) (with respect to Section 10.05 and any such covenants provided pursuant to Section 3.01(18), 9.01(2) or 9.01(7)) and 5.01(7)
    shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section
    on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”).
    For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and
    shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent
    so specified in the case of Section 5.01(4)), whether directly or indirectly by reason of any reference elsewhere herein to any
    such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the
    remainder of this Indenture and such Securities shall be unaffected thereby.

   

  Section 13.04     Conditions
      to Defeasance or Covenant Defeasance.

   

  The following shall be
    the conditions to the application of Section 13.02 or 13.03 to any Securities or any series of Securities, as the case may be:

   

  (1)       The
    Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
    contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust
    for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of
    the Holders and beneficial owners of such Securities, (A) money in an amount, or (B) U.S. Government Obligations
    which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not
    later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case
    sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
    thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying
    trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities,
    in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation”
    means (x) any security which is (i) a direct obligation of the United States of America for the payment
    of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled
    or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally
    guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not
    callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined
    in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause
    (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific
    payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except
    as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary
    receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal
    or interest evidenced by such depositary receipt.

   

  
  
    	 	68	 


  

  
     

  

  
   

  (2)       In
    the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company
    shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there
    has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been
    a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such
    opinion shall confirm that, the Holders and beneficial owners of such Securities will not recognize gain or loss for Federal income
    tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject
    to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance
    and discharge were not to occur.

   

  (3)       In
    the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company
    shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders and beneficial owners of such Securities
    will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected
    with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same
    times as would be the case if such deposit and Covenant Defeasance were not to occur.

   

  
  
    	 	69	 


  

  
     

  

  
   

  (4)       The
    Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other
    Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.

   

  (5)       No
    event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any
    other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified
    in Sections 5.01(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this
    condition shall not be deemed satisfied until after such 90th day).

   

  (6)       Such
    Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
    Act (assuming all Securities are in default within the meaning of such Act).

   

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

   

  (8)       Such
    Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within
    the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.

   

  (9)       The
    Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
    precedent with respect to such Defeasance or Covenant Defeasance have been complied with (in each case, subject to the satisfaction
    of the condition in clause (5)).

   

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

   

  Subject to the provisions
    of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with
    the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other
    trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of any Securities
    shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to
    the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
    may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium
    and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

   

  
  
    	 	70	 


  

  
     

  

  
   

  The Company shall pay and
    indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited
    pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge
    which by law is for the account of the Holders of Outstanding Securities.

   

  Anything in this Article
    to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money
    or U.S. Government Obligations held by it as provided in Section 13.04 with respect to any Securities which, in the opinion of
    a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
    are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance,
    as the case may be, with respect to such Securities.

   

  Section 13.06     Reinstatement.

   

  If the Trustee or the Paying
    Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment
    of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under
    this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.02 or 13.03 shall
    be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such
    time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with respect to such
    Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or
    any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to
    the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

   

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

   

  
  
    	 	71	 


  

  
     

  

  
   

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

   

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