6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Dated January 16, 2013

Commission File Number: 333-146371

ARCELORMITTAL

(Translation of registrant’s name into English)

19 Avenue de la Liberté

L-2930 Luxembourg

Luxembourg

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  x    Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨    No   x

If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-179763) OF ARCELORMITTAL AND THE PROSPECTUSES INCORPORATED THEREIN.

Exhibit List

Exhibit No.	Description
Exhibit 4.1	Subordinated Debt Indenture, between ArcelorMittal and Wilmington Trust, National Association, as trustee, and Citibank, N.A., as securities administrator, dated January 16, 2013.
Exhibit 4.2	Supplemental Indenture to the Subordinated Debt Indenture, between ArcelorMittal and Wilmington Trust, National Association, as trustee, and Citibank, N.A., as securities administrator, dated January 16, 2013.
Exhibit 4.3	Form of Note (included in Exhibit 4.2).
Exhibit 5.1	Opinion of Elvinger, Hoss & Prussen as to the validity of the notes under Luxembourg law.
Exhibit 5.2	Opinion of Cleary Gottlieb Steen & Hamilton LLP as to the validity of the notes under New York law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 16, 2013
	By:	/s/ Henk Scheffer
	Name:	Henk Scheffer
	Title:	Company Secretary

Exhibit Index

Exhibit No.	Description
Exhibit 4.1	Subordinated Debt Indenture, between ArcelorMittal and Wilmington Trust, National Association, as trustee, and Citibank, N.A., as securities administrator, dated January 16, 2013.
Exhibit 4.2	Supplemental Indenture to the Subordinated Debt Indenture, between ArcelorMittal and Wilmington Trust, National Association, as trustee, and Citibank, N.A., as securities administrator, dated January 16, 2013.
Exhibit 4.3	Form of Note (included in Exhibit 4.2).
Exhibit 5.1	Opinion of Elvinger, Hoss & Prussen as to the validity of the debt securities under Luxembourg law.
Exhibit 5.2	Opinion of Cleary Gottlieb Steen & Hamilton LLP as to the validity of the debt securities under New York law.

EX-4.1

Exhibit 4.1

EXECUTION VERSION

ArcelorMittal

and

Wilmington Trust, National Association,

as Trustee

and

Citibank, N.A.

as Securities Administrator

Subordinated Securities Indenture

Dated as of January 16, 2013

Exhibit 4.1

ArcelorMittal

and

Wilmington Trust. National Association,

as Trustee

and

Citibank, N.A.

as Securities Administrator

Reconciliation and tie between Trust Indenture Act of 1939, as amended, and

the Subordinated Securities Indenture, dated as of January 16, 2013

Trust Indenture Act Section	Subordinated Securities Indenture Section
§310(a)(1)	6.09
(a)(2)	6.09
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)	6.09
(b)	6.08
	6.10
§311(a)	6.13
(b)	6.13
(c)	Not Applicable
§312(a)	7.01
	7.02(a)
(b)	7.02(b)
(c)	7.02(c)
§313(a)	7.03(a)
(b)	7.03(b)
(c)	7.03(b)
	7.03(c)
(d)	7.03(c)
§314(a)(1),(2) and (3)	7.04
(a)(4)	10.06
(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(a)
(b)	6.02
(c)	6.01(b)
(d)	6.01(c)
(d)(1), (2) and (3)	6.01(c)
(e)	5.12
§316(a)	1.01
(a)(1)(A)	5.05
(a)(1)(B)	5.04
(a)(2)	Not Applicable

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Trust Indenture Act Section	Subordinated Securities Indenture Section
(b)	5.07 and 5.08
(c)	1.04
§317(a)(1)	5.08
(a)(2)	5.09
(b)	6.06
§318(a)	1.07

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

ii

ArcelorMittal

and

Wilmington Trust. National Association,

as Trustee

and

Citibank, N.A.

as Securities Administrator

Subordinated Securities Indenture, dated as of January 16, 2013

Reference is made to the following provisions of the Trust Indenture Act of 1939, as amended, which establish certain duties and responsibilities of the Company and the Trustee which may not be set forth fully in this Subordinated Securities Indenture:

Section	Subject
310(b)	Disqualifications of Trustee for conflicting interest
311	Preferential collection of claims of Trustee as creditor of Company
312(a)	Periodic filing of information by Company with Trustee
312(b)	Access of Securityholders to information
313(a)	Annual report of Trustee to Securityholders
313(b)	Additional reports of Trustee to Securityholders
314(a)	Reports by Company, including annual compliance certificate
314(c)	Evidence of compliance with conditions precedent
315(a)	Duties of Trustee prior to default
315(b)	Notice of default from Trustee to Securityholders
315(c)	Duties of Trustee in case of default
315(d)	Provisions relating to responsibility of Trustee
315(e)	Assessment of costs against litigating Securityholders in certain circumstances
316(a)	Directions and waivers by Securityholders in certain circumstances
316(b)	Prohibition of impairment of right of Securityholders to payment
316(c)	Right of Company to set record date for certain purposes
317(a)	Special powers of Trustee
318(a)	Provisions of Act to control in case of conflict

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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		11
Section 1.03.	Form of Documents Delivered to Trustee or the Securities Administrator		12
Section 1.04.	Acts of Holders		12
Section 1.05.	Notices, Etc., to Trustee, the Securities Administrator and Company		15
Section 1.06.	Notice to Holders; Waiver		16
Section 1.07.	Language of Notices, Etc.		17
Section 1.08.	Conflict with Trust Indenture Act		17
Section 1.09.	Effect of Headings and Table of Contents		17
Section 1.10.	Successors and Assigns		17
Section 1.11.	Separability Clause		17
Section 1.12.	Benefits of Subordinated Securities Indenture		17
Section 1.13.	Governing Law		17
Section 1.14.	Jurisdiction		18
Section 1.15.	Process Agent		18
Section 1.16.	Calculation Agent		18
Section 1.17.	Legal Holidays		19
Section 1.18.	Judgment Currency		19
Section 1.19.	Immunity of Incorporators, Shareholders, Officers, Directors and Employees		20
	ARTICLE II
	SECURITY FORMS
Section 2.01.	Forms Generally		21
Section 2.02.	Form of Securities Administrator’s Certificate of Authentication		22

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Section 2.03.	Securities in Global Form	22
Section 2.04.	Form of Legend for Book-Entry Securities	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	30
Section 3.05.	Registration, Registration of Transfer and Exchange	32
Section 3.06.	Mutilated, Destroyed, Lost and Stolen Securities	35
Section 3.07.	Payment of Interest; Interest Rights Preserved	36
Section 3.08.	Persons Deemed Owners	38
Section 3.09.	Cancellation	39
Section 3.10.	Computation of Interest	39
Section 3.11.	Electronic Security Issuance	40
Section 3.12.	CUSIP Numbers	40
	ARTICLE IV
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 4.01.	Option to Effect Legal Defeasance or Covenant Defeasance	40
Section 4.02.	Legal Defeasance and Discharge	40
Section 4.03.	Covenant Defeasance	41
Section 4.04.	Conditions to Legal or Covenant Defeasance	42
Section 4.05.	Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions	43
Section 4.06.	Repayment to Company	43
Section 4.07.	Reinstatement	44
	ARTICLE V
	DEFAULTS AND REMEDIES
Section 5.01.	Events of Default	44
Section 5.02.	Acceleration	45
Section 5.03.	Other Remedies	46

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Section 5.04.	Waiver of Past Defaults	47
Section 5.05.	Control by Majority	47
Section 5.06.	Limitation on Suits	47
Section 5.07.	Rights of Holders of Securities To Receive Payment	48
Section 5.08.	Collection Suit by Trustee	48
Section 5.09.	Trustee May File Proofs of Claim	48
Section 5.10.	Priorities	49
Section 5.11.	Restoration of Rights and Remedies	50
Section 5.12.	Undertaking for Costs	50
	ARTICLE VI
	THE TRUSTEE AND SECURITIES ADMINISTRATOR
Section 6.01.	Certain Duties and Responsibilities	50
Section 6.02.	Notice of Defaults	52
Section 6.03.	Certain Rights of Trustee	53
Section 6.04.	Not Responsible for Recitals or Issuance of Securities	56
Section 6.05.	May Hold Securities	57
Section 6.06.	Money Held in Trust	57
Section 6.07.	Compensation and Reimbursement	57
Section 6.08.	Disqualification; Conflicting Interests	58
Section 6.09.	Corporate Trustee Required; Eligibility	58
Section 6.10.	Resignation and Removal; Appointment of Successor	58
Section 6.11.	Acceptance of Appointment by Successor	60
Section 6.12.	Merger, Conversion, Consolidation or Succession to Business	62
Section 6.13.	Preferential Collection of Claims Against Company	62
Section 6.14.	Appointment of Authenticating Agent	62
Section 6.15.	Certain Rights of the Securities Administrator	64
ARTICLE VII
HOLDERS’ LISTS AND REPORTS BY SECURITIES ADMINISTRATOR AND COMPANY
Section 7.01.	Company to Furnish Securities Administrator Names and Addresses of Holders of Securities	64

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Section 7.02.	Preservation of Information; Communications to Holders	65
Section 7.03.	Reports by Trustee	66
Section 7.04.	Reports by Company	67
	ARTICLE VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
Section 8.01.	Company May Consolidate, Etc., Only on Certain Terms	68
Section 8.02.	Successor Substituted	68
ARTICLE IX
SUPPLEMENTAL SUBORDINATED SECURITIES INDENTURES
Section 9.01.	Supplemental Subordinated Securities Indentures Without Consent of Holders	69
Section 9.02.	Supplemental Subordinated Securities Indentures with Consent of Holders	70
Section 9.03.	Execution of Supplemental Subordinated Securities Indentures	72
Section 9.04.	Effect of Supplemental Subordinated Securities Indentures	72
Section 9.05.	Conformity with Trust Indenture Act	73
Section 9.06.	Reference in Securities to Supplemental Subordinated Securities Indentures	73
	ARTICLE X
	COVENANTS
Section 10.01.	Payments	73
Section 10.02.	Maintenance of Office or Agency	73
Section 10.03.	Appointment To Fill a Vacancy in the Office of the Trustee	74
Section 10.04.	Notice of Certain Events	74
Section 10.05.	[Reserved]	75
Section 10.06.	Compliance Certificate	75
Section 10.07.	Further Actions	75
Section 10.08.	Stay, Extension and Usury Laws	75
Section 10.09.	Corporate Existence	75
Section 10.10.	Negative Pledge	76
Section 10.11.	Payment of Additional Amounts	76
Section 10.12.	Offer To Purchase upon a Change of Control	76

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	ARTICLE XI
	REDEMPTION OF SECURITIES
Section 11.01.	Applicability of this Article	76
Section 11.02.	Election to Redeem; Notice to Trustee and the Securities Administrator	76
Section 11.03.	Redemption at the Option of the Company	77
Section 11.04.	Mandatory Redemption	77
Section 11.05.	Cancellation of Redeemed Securities	77
Section 11.06.	Selection by Securities Administrator of Securities to be Redeemed	77
Section 11.07.	Notice of Redemption	78
Section 11.08.	Deposit of Redemption Price	78
Section 11.09.	Securities Payable on Redemption Date	79
Section 11.10.	Securities Redeemed in Part	80
Section 11.11.	Open Market Purchases	80
	ARTICLE XII
	SATISFACTION AND DISCHARGE
Section 12.01.	Satisfaction and Discharge	80
Section 12.02.	Application of Trust Money	81
	ARTICLE XIII
	SUBORDINATION OF THE SECURITIES
Section 13.01.	Securities Subordinate to Claims of Senior Creditors	82
Section 13.02.	Provisions Solely to Define Relative Rights	82
Section 13.03.	No Waiver of Subordination Provisions	83
Section 13.04.	Reliance on Judicial Order or Certificate of Liquidating Agent	83
Section 13.05.	Neither Trustee Nor Securities Administrator a Fiduciary for Senior Creditors	83
Section 13.06.	Rights of Trustee and Securities Administrator as Senior Creditor; Preservation of Trustee’s and Securities Administrator’s Rights	84
Section 13.07.	Article Applicable to Paying Agents	84

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	ARTICLE XIV
	MEETINGS OF HOLDERS OF SECURITIES
Section 14.01.	Call and Notice of Holders’ Meeting	84
Section 14.02.	Communication by Holders of Securities with Other Holders of Securities	85
Section 14.03.	Persons Entitled to Vote at Meetings	85
Section 14.04.	Quorum; Action	85
Section 14.05.	Determination of Voting Rights; Conduct and Adjournment of Meetings	86
Section 14.06.	Counting Votes and Recording Action of Meetings	87

ix

Exhibit 4.1

SUBORDINATED SECURITIES INDENTURE, dated as of January 16, 2013, between ArcelorMittal, a société anonyme incorporated under Luxembourg law (hereinafter called the “Company”), Wilmington Trust, National Association, a national banking association (hereinafter called the “Trustee”) and Citibank, N.A., a national banking association (hereinafter called the “Securities Administrator”).

RECITALS OF THE COMPANY

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

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

NOW, THEREFORE, THIS SUBORDINATED SECURITIES INDENTURE WITNESSETH:

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions. For all purposes of this Subordinated Securities Indenture, except as otherwise expressly provided or unless the context otherwise requires:

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

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

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

1

Certain terms, used principally in Article VI, are defined in that Article.

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

“Additional Amounts” has the meaning specified in Section 10.11.

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

“Applicable Accounting Standards” means the International Financial Reporting Standards as adopted in the European Union, as amended from time to time.

“asset(s)” of any Person means, all or any part of its business, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital, wherever situated.

“Authenticating Agent” means any Person authorized by the Securities Administrator pursuant to Section 6.14 to act on behalf of the Securities Administrator to authenticate Securities of one or more series.

“Authorized Officer”, means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Corporate Secretary, any Vice-President, any Finance Special Proxy Holder of such Person and, with respect to the Company only, any member of the Group Management Board.

“Board of Directors” means:

(a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(b) with respect to a partnership, the board of directors of the general partner of the partnership;

2

(c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a resolution of the Board of Directors, in relation to which a certificate of the Corporate Secretary or an Authorized Officer of the Company certifying due authorization of the matter(s) set forth in such resolution and certifying that such resolution is in full force and effect on the date of such certification, has been delivered to the Securities Administrator.

“Book-Entry Security” means a Security bearing the legend specified in Section 2.04, evidencing all or part of a series of Securities, issued to the Depository for such series or its nominee, and registered in the name of such Depository or such nominee. Book-Entry Securities shall not be deemed to be Securities in global form for purposes of Sections 2.01 and 2.03 and Article III of the Subordinated Securities Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York, Paris or Luxembourg or a place of payment (which shall have been notified in writing to the Trustee and the Securities Administrator) are authorized by law, regulation or executive order to close.

“Calculation Agent” means the Person, if any, authorized by the Company to calculate the interest rate or other amounts from time to time in relation to any series of Securities.

“Clearstream” means Clearstream Banking, a société anonyme, or its successor.

“Closing Date” means the date on which the Securities of the relevant series are deposited with DTC, as Depository.

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

“Common Depository” has the meaning specified in Section 3.04.

3

“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 Subordinated Securities Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by two Authorized Officers of the Company, and delivered to the Trustee and/or the Securities Administrator, as applicable.

“Consolidated Financial Statements” means the Company’s most recently published:

(a) audited annual consolidated financial statements, as approved by the annual general meeting of its shareholders and audited by an independent auditor; or, as the case may be,

(b) unaudited (but subject to a “review” from an independent auditor) consolidated half-year financial statements, as approved by the Board of Directors,

in each case prepared in accordance with Applicable Accounting Standards.

“Corporate Trust Office” means (i) with respect to the Trustee, the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 1100 North Market Street, Rodney Square North, Wilmington, Delaware 19890, 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) and (ii) with respect to the Securities Administrator, (i) solely for purposes of the transfer, surrender or exchange of the Securities: 480 Washington Boulevard, 30^th Floor, Jersey City, New Jersey 07310, Attn: Global Transaction Services – ArcelorMittal and (ii) for all other purposes: 388 Greenwich Street, 14^th Floor, New York, NY 10013, Attn: Global Transaction Services – ArcelorMittal.

“Covenant Defeasance” has the meaning specified in Section 4.03.

“Defaulted Interest” has the meaning specified in Section 3.07. For the avoidance of doubt, the term Defaulted Interest shall not include interest which has been duly deferred or cancelled in accordance with the terms of any series of Securities as may be expressly set forth in any supplemental subordinated securities indenture with respect to such series of Securities issued pursuant to Section 3.01, unless and until such previously deferred or cancelled interest becomes due and payable and the Company defaults at that time on the payment thereof.

4

“Depository” means with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Book-Entry Securities, the clearing agency registered under the Exchange Act, specified for that purpose contemplated by Section 3.05. The Company initially appoints DTC to act as Depository with respect to the Securities.

“Dollar or $” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts.

“DTC” means The Depository Trust Company.

“Euroclear” means the operator of the Euroclear System.

“Event of Default” has the meaning specified in Section 5.01 except as expressly set forth in any supplemental subordinated securities indenture with respect to Securities of any series issued pursuant to Section 3.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Date” has the meaning specified in Section 3.04.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and payment for which the United States pledges its full faith and credit.

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

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

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

“Judgment Currency” has the meaning specified in Section 1.18.

“Legal Defeasance” has the meaning specified in Section 4.02.

5

“Legal Holiday” has the meaning specified in Section 1.17.

“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, if any, or by declaration of acceleration, call for redemption or otherwise, subject to any permitted deferral or cancellation of such payment and the consequent delay or cancellation of such Maturity as may be expressly set forth in any supplemental subordinated securities indenture with respect to Securities of any series issued pursuant to Section 3.01.

“Mittal Family” means Mr. and/or Mrs. L.N. Mittal and/or their family (acting directly or indirectly through trusts and/or other entities controlled by any of the foregoing).

“New York Banking Day” has the meaning specified in Section 1.18.

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Authorized Officer (as defined above) of the Company, that meets the requirements of Section 1.02 hereof.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel to the Company or any Subsidiary of the Company in a form reasonably satisfactory to the Trustee and/or the Securities Administrator, as applicable.

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

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

(i) Such Securities theretofore cancelled by the Securities Administrator or delivered to the Securities Administrator for cancellation;

(ii) Such Securities or portions thereof for whose payment or redemption, or in the case of a Change of Control Offer (if such term is defined in the relevant supplemental subordinated securities indenture issued pursuant to Section 3.01), purchase (a) money in the necessary amount has been theretofore deposited in trust with the Securities

6

Administrator or any Paying Agent (other than the Company) 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 or (b) U.S. Government Obligations as contemplated by Section 4.04 in the necessary amount have been theretofore deposited in satisfaction of the requirements of Section 4.04 with the Securities Administrator (or a trustee satisfying the requirements of Section 6.09) in trust for the Holders of such Securities in accordance with Section 4.04; provided that, if such Securities are to be redeemed or purchased, notice of such redemption or purchase has been duly given pursuant to this Subordinated Securities Indenture or provision therefor satisfactory to the Trustee and the Securities Administrator has been made; and

(iii) Such 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 Subordinated Securities Indenture other than any such Securities in respect of which there shall have been presented to the Trustee and the Securities Administrator 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 such Outstanding Securities have given any request, demand, authorization direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders of such Securities, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Stated Maturity thereof pursuant to Section 5.02, (ii) the principal amount of Securities denominated in more than one currency (including composite currencies) shall be the Dollar equivalent (determined, unless otherwise provided as contemplated by Section 3.01, on the basis of the spot rate of exchange, on the date of such determination, for any currency other than Dollars as determined by the Company or by an authorized exchange rate agent and evidenced to the Trustee and the Securities Administrator by an Officer’s Certificate) of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of such determination of the amount determined as provided in (i) above) of such Securities, and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee or the Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver,

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or upon any such determination as to the presence of a quorum only Securities which a Responsible Officer of the Trustee or the Securities Administrator 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 and the Securities Administrator 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 such other obligor. For purposes of clause (ii) above, an exchange rate agent may be authorized in advance or from time to time by the Company, and may be the Securities Administrator. Any such determination by the Company or by any such exchange rate agent shall be conclusive and binding on all Holders of Securities, the Trustee and the Securities Administrator, and neither the Company nor such exchange rate agent shall be liable therefor in the absence of bad faith.

“Paying Agent” means any Person (including the Company) authorized by the Company to pay the principal of, and premium (if any) or interest (if any) on, any Securities on behalf of the Company.

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

“Place of Payment”, when used with respect to any series of Securities, means the place or places where, subject to the provisions of Section 10.02, the principal of, and premium (if any) and interest (if any) on, the Securities of that series are payable as specified as contemplated by Section 3.01.

“Process Agent” has the meaning specified in Section 1.15.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Subordinated Securities 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 Subordinated Securities Indenture or in such Security (including any premium with respect thereto).

“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.

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“Relevant Jurisdiction” has the meaning specified in Section 10.11.

“Required Currency” has the meaning specified in Section 1.18.

“Responsible Officer”, (i) when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group of the Trustee) including any vice president, assistant vice president, assistant treasurer, assistant secretary or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Trustee’s principal Corporate Trust Office because of his knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of this Subordinated Securities Indenture and (ii) when used with respect to the Securities Administrator, means any officer within the corporate trust department of the Securities Administrator (or any successor group of the Securities Administrator) including any vice president, assistant vice president, assistant treasurer, assistant secretary or any other officer or assistant officer of the Securities Administrator customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Securities Administrator’s principal Corporate Trust Office because of his knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of this Subordinated Securities Indenture.

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

“Securities Administrator” means Citibank, N.A., a national banking association.

“Security” means any Security substantially in the form of the Security set forth in Exhibit A or established pursuant to Section 2.01 which is registered in the Security Register.

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

“Senior Creditors”, with respect to a given series of Securities, has such meaning as is defined in the applicable subordinated securities indentures supplemental as issued pursuant to Section 3.01.

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“Special Record Date” for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Securities Administrator 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.

“Subordinated Securities Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more subordinated securities indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of a particular series of Securities established as contemplated by Section 3.01.

“Subsidiary” means:

(a) an entity of which a Person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership (and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise); and

(b) in relation to the Company, an entity that fulfils the definition in paragraph (a) above and which is included in the Consolidated Financial Statements on a fully integrated basis.

“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 Subordinated Securities 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.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and as it may be further amended from time to time.

“United States” or “United States of America” means the United States of America (including the States and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction.

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“U.S. Government Obligations” means securities which are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such obligation evidenced by such depository receipt or a specific payment of interest on or principal of any such obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the obligation set forth in (i) or (ii) above or the specific payment of interest on or principal of such obligation evidenced by such depository receipt.

Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee or the Securities Administrator to take any action under any provision of this Subordinated Securities Indenture, the Company shall furnish to the Trustee or the Securities Administrator, as applicable, an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Subordinated Securities Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Subordinated Securities Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Subordinated Securities Indenture shall include:

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

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

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

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

Section 1.03. Form of Documents Delivered to Trustee or the Securities Administrator. 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 Authorized Officer or Authorized 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 is or 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 Subordinated Securities Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Subordinated Securities Indenture to be given 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. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments

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or record, or both, are delivered to the Trustee or the Securities Administrator, as applicable, and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Subordinated Securities Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company and any agent of the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 14.06.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or association or a member of a partnership, or an official of a public or governmental body, on behalf of such corporation, association, partnership or public or governmental body or by a fiduciary, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which shall be satisfactory to the Trustee or the Securities Administrator, as applicable.

(c) The principal amount and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.

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

(e) With respect to the Securities of any series, upon receipt by the Trustee or the Securities Administrator, as applicable, of (i) any written notice directing the time, method or place of conducting any proceeding or exercising any trust or power pursuant to Section 5.05 with respect to Securities of such

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series or (ii) any written demand, request or notice with respect to any matter of which the Holders of Securities of such series are entitled to act under this Subordinated Securities Indenture, in each case from Holders of less than, or proxies representing less than, the requisite principal amount of Outstanding Securities of such series entitled to give such demand, request or notice, the Trustee or the Securities Administrator, as applicable, shall promptly notify the Company in writing that it has received such demand, request or notice, and the Company shall establish a record date for determining Holders of Outstanding Securities of such series entitled to join in such demand, request or notice, which record date shall be the close of business on the day the Trustee or the Securities Administrator, as applicable, received such demand, request or notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such demand, request or notice whether or not such Holders remain Holders after such record date; provided, however, that unless the Holders of the requisite principal amount of Outstanding Securities of such series shall have joined in such demand, request or notice prior to the day which is the ninetieth day after such record date, such demand, request or notice shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, (i) after the expiration of such 90-day period, a new demand, request or notice identical to a demand, request or notice which has been cancelled pursuant to the proviso to the preceding sentence or (ii) during any such 90-day period, a new demand, request or notice which has been cancelled pursuant to the proviso to the preceding sentence or (iii) during any such 90-day period, a new demand, request or notice contrary to or different from such demand, request or notice, in any of which events a new record date shall be established pursuant to the provisions of this clause.

(f) The Company may set any day as the record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Subordinated Securities Indenture to be given or taken by Holders of Securities of such series. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such Holders remain Holders after such record date. With regard to any action that may be given or taken hereunder only by Holders of a requisite principal amount of Outstanding Securities of any series (or their duly appointed agents) and for which a record date is set pursuant to this paragraph, the Company may, at its option, set an expiration date after which no such action purported to be given or taken by any Holder shall be effective hereunder unless given or taken on or prior

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to such expiration date by Holders of the requisite principal amount of Outstanding Securities of such series on such date (or their duly appointed agents). On or prior to any expiration date set pursuant to this paragraph, the Company may, on one or more occasions at its option, extend such date to any later date, but not beyond 90 days. Nothing in this paragraph shall prevent any Holder (or any duly appointed agent thereof) from giving or taking, after any expiration date, any action identical to, or, at any time, contrary to or different from, any action, given or taken, or purported to have been given or taken, hereunder by a Holder on or prior to such date, in which event the Company may set a record date in respect thereof pursuant to this paragraph. Notwithstanding the foregoing or the Trust Indenture Act, the Company shall not set a record date for, and the provisions of this paragraph shall not apply with respect to, any action to be given or taken by Holders pursuant to Sections 5.01, 5.02 or 5.05.

Section 1.05. Notices, Etc., to Trustee, the Securities Administrator and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Subordinated Securities Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee or the Securities Administrator 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 or the Securities Administrator, as applicable, at its Corporate Trust Office; or

(b) the Company by the Trustee, the Securities Administrator 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 paragraph (20) of the back of the Form of Security set forth in Exhibit A hereto to the attention of the Corporate Secretary or at any other address previously furnished in writing to the Trustee or the Securities Administrator, as applicable, by the Company; provided, however, that such instrument will be considered properly given if submitted by facsimile.

Notwithstanding the foregoing, each of the Trustee and the Securities Administrator agrees to accept and act upon instructions or directions pursuant to this Subordinated Securities Indenture sent by unsecured e-mail (so long as they are provided in a manually signed document on the applicable letterhead that has been scanned in and attached to such e-mail in a format that is readable by the Trustee or the Securities Administrator, as applicable, including but not limited to .pdf format), facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions,

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subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee or the Securities Administrator, as applicable, in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. If the party elects to give the Trustee or the Securities Administrator e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee or the Securities Administrator, as applicable, in its sole discretion elects to act upon such instructions, the Trustee’s or the Securities Administrator’s, as applicable, understanding of such instructions shall be deemed controlling. Neither the Trustee nor the Securities Administrator shall be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Securities Administrator’s, as applicable, reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee or the Securities Administrator, as applicable, including without limitation the risk of the Trustee or the Securities Administrator, as applicable, acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Section 1.06. Notice to Holders; Waiver. Except as otherwise expressly provided herein, where this Subordinated Securities Indenture provides for notice to Holders of any event, such notice shall be sufficiently given to Holders of Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Security affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice, or, if the Security is registered in the name of DTC or another Depository, or their respective nominees, if delivered in accordance with the applicable procedures of DTC or such other Depository.

If, by reason of the suspension of regular mail service, it shall be impracticable to mail notice of any event to Holders of Securities when such notice is required to be given pursuant to any provision of this Subordinated Securities Indenture, then such manner of giving such notice as shall be acceptable to the Trustee or the Securities Administrator, as applicable, shall constitute sufficient giving of such notice. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities.

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Where this Subordinated Securities 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 Securities Administrator, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.07. Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver, Act of Holders or other document required or permitted under this Subordinated Securities Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

Section 1.08. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Subordinated Securities Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

Section 1.09. 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 1.10. Successors and Assigns. All covenants and agreements in this Subordinated Securities Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.11. Separability Clause. In case any provision in this Subordinated Securities Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.12. Benefits of Subordinated Securities Indenture. Nothing in this Subordinated Securities Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Subordinated Securities Indenture.

Section 1.13. Governing Law. THIS SUBORDINATED SECURITIES INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. FOR THE AVOIDANCE OF DOUBT, THE PROVISIONS OF ARTICLE 86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL NOT APPLY TO THE SECURITIES.

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Section 1.14. Jurisdiction. TO THE FULLEST EXTENT PERMITTED BY LAW AS APPLICABLE, THE COMPANY IRREVOCABLY AGREES THAT ANY LEGAL SUIT, ACTION OR PROCEEDING BROUGHT BY ANY HOLDER OR BY ANY PERSON WHO CONTROLS SUCH HOLDER OR THE TRUSTEE OR SECURITIES ADMINISTRATOR ON BEHALF OF SUCH HOLDER ARISING OUT OF OR RELATING TO THIS SUBORDINATED SECURITIES INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, NEW YORK, AND IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

Section 1.15. Process Agent. The Company has appointed ArcelorMittal USA LLC (the “Process Agent”), at One South Dearborn, Chicago, Illinois 60603, United States (Attention: Corporate Secretary), as its agent to receive on its behalf service of copies of the summons and complaints and any other process which may be served in any suit, action or proceeding arising out of or relating to this Subordinated Securities Indenture, the Securities or the transactions contemplated hereby brought in such New York State or federal court sitting in The City of New York. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of five years from the date of this Subordinated Securities Indenture. Such service may be made in any manner permitted by applicable law in any such suit, action or proceeding at the address for the Process Agent, and the Company hereby irrevocably authorizes and directs such Process Agent to accept such service on its behalf. The Company represents and warrants that the Process Agent has agreed to act as said agent for service of process, and agrees that service of process in such manner upon the Process Agent shall be deemed, to the fullest extent permitted by applicable law, in every respect effective service of process upon the Company in any such suit, action or proceeding.

Section 1.16. Calculation Agent. If the Company appoints a Calculation Agent with respect to any series of Securities, any determination of the interest

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rate on, or other amounts in relation to, such series of Securities in accordance with the terms of such series of Securities by such Calculation Agent shall (in the absence of manifest error, bad faith or willful misconduct) be binding on the Company, the Trustee, the Securities Administrator and all Holders and (in the absence of manifest error, bad faith or willful misconduct) no liability to the Holders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions.

Section 1.17. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, or Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment (a “Legal Holiday”), then (notwithstanding any other provision of this Subordinated Securities Indenture or of the Securities other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section) payment of principal and premium (if any) or interest (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 (or such other Business Day as shall be provided in such Security) with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity or Maturity, if any, provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be to such succeeding Business Day (or such other Business Day as shall be provided in such Security).

Section 1.18. Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due on the Securities of any series from the currency in which such sum is payable in accordance with the terms of such Securities (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee or the Securities Administrator, as applicable, could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding that on which a final unappealable judgment is rendered and (b) its obligations under this Subordinated Securities Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose

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of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Subordinated Securities Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close.

Section 1.19. Immunity of Incorporators, Shareholders, Officers, Directors and Employees.

(a) No recourse under or upon any obligation, covenant or agreement of this Subordinated Securities Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Subordinated Securities Indenture and the obligations issued hereunder are solely corporate obligations of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, officers, directors or employees, as such, of the Company or of any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations or agreements contained in this Subordinated Securities Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, shareholder, officer, director or employee, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations or agreements contained in this Subordinated Securities Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Subordinated Securities Indenture and the issue of such Securities.

(b) All payments of interest and other amounts, if any, to be made by the Trustee or the Securities Administrator hereunder shall be made only from the money deposited with the Trustee and only to the extent that the Trustee or the Securities Administrator, as applicable, shall have sufficient income or proceeds to make such payments in accordance with the terms of this Subordinated Securities Indenture, and each Holder hereof, by its acceptance of a Security,

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agrees that it will look solely to the income and proceeds deposited by the Company with the Trustee or the Securities Administrator, as applicable, to the extent available for distribution to the Holder thereof as provided and that neither the Trustee nor the Securities Administrator is personally liable in any manner to the Holder hereof for any amounts payable or any liability under this Subordinated Securities Indenture of any Security.

ARTICLE II

SECURITY FORMS

Section 2.01. Forms Generally. The Securities of each series shall be in substantially the form set forth in Exhibit A to this Subordinated Securities Indenture, respectively, or in such other form (including temporary or permanent global form) as shall be established in one or more subordinated securities indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Subordinated Securities 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 any applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or Depository therefor, as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.

Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Securities of each series shall be issuable in registered form.

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities as evidenced by their execution of such Securities.

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Section 2.02. Form of Securities Administrator’s Certificate of Authentication. The Securities Administrator’s certificate of authentication shall be in substantially the following form:

This is one of the Securities of the series designated herein referred to in the within mentioned Subordinated Securities Indenture.

Citibank, N.A., not in its individual
capacity but solely as Securities
Administrator

By:                                                                                                 

Section 2.03. Securities in Global Form. If Securities of a series are issuable in global form, as specified as contemplated by Section 3.01, then, notwithstanding clause (i) of Section 3.01 and the provisions of Section 3.02, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Outstanding Securities represented thereby shall be made by the Securities Administrator in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Securities Administrator pursuant to Section 3.03 or 3.04. Subject to the provisions of Section 3.03 and, if applicable, Section 3.04, the Securities Administrator shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel.

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The provisions of the last sentence of Section 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company, and the Company delivers to the Securities Administrator the Security in global form together with written instructions in the form of an Officer’s Certificate upon which the Securities Administrator may conclusively rely, and which need not be accompanied by an Opinion of Counsel, with regard to the reduction in the principal amount of Securities represented thereby, together with the Officer’s Certificate contemplated by the last sentence of Section 3.03.

Notwithstanding the provisions of Sections 2.01 and 3.07, payment of principal of, and premium (if any) and interest (if any) on, any Security in permanent global form shall be made to the Person in whose name such Security is registered in the Securities Administrator’s Security Register.

Notwithstanding the provisions of Section 3.08, the Company, the Trustee, the Securities Administrator and any agent of the Company, the Securities Administrator and the Trustee shall treat as the Holder a Person in whose name such Security is registered in the Securities Administrator’s Security Register.

Section 2.04. Form of Legend for Book-Entry Securities. Any Book-Entry Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

If a Book-Entry Security—“This Security is a Book-Entry Security within the meaning of the Subordinated Securities Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Subordinated Securities Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in such limited circumstances.”

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 Subordinated Securities Indenture is unlimited.

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The Securities may be issued in one or more series. There shall be established in one or more subordinated securities indentures supplemental hereto, prior to the issuance of Securities of any series,

(a) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);

(b) the authorized denominations in which any Securities of the series shall be issuable;

(c) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Subordinated Securities 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 Sections 3.04, 3.05, 3.06, 9.06 or 11.10 and except for any Securities which, pursuant to Section 3.03 are deemed never to have been authenticated and delivered hereunder);

(d) the applicable Stated Maturity, if any, Maturity, if any, and Redemption Dates, if any, of the Securities of the series;

(e) the subordination terms with respect to the Securities of the series (per Article XIII);

(f) the rate or rates per annum, (which may be fixed or floating and which may reset) at which the Securities of the series shall bear interest (if any), the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable, and the Regular Record Date for any interest payable on Securities on any Interest Payment Date or the formula or method by which such rate or rates, or date or dates may be determined and whether such interest shall be subject to any adjustment;

(g) the terms applicable to deferral or cancellation of payments of principal, premium or interest, if any;

(h) the place or places where, subject to the provisions of Section 10.02, the principal of, and premium (if any) and interest (if any) on, Securities of the series shall be payable, any Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Subordinated Securities Indenture may be served;

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(i) the applicability of Article XI of this Subordinated Securities Indenture to the Securities of such series, including but not limited to the terms of any mandatory or optional redemption, repayment or repurchase of the Securities of the series (including pursuant to any sinking fund or analogous provision) and the period or periods within which and the price or prices at which the Securities of the series may be redeemed, repaid or repurchased, in whole or in part;

(j) if other than the full principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Securities of the series which shall be payable upon any declaration of acceleration of the Stated Maturity thereof (if any) pursuant to Section 5.02 or upon redemption of Securities of any series which are redeemable before their Stated Maturity or which do not have a Stated Maturity;

(k) any Paying Agents, transfer agents, Calculation Agents, Registrars or any other agents with respect to the Securities of the series other than as set forth in this Subordinated Securities Indenture;

(l) the currency or currencies, including composite currencies, in which payment of the principal of, and premium (if any) and interest (if any) on, such Securities shall be payable if other than the currency of the United States;

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

(n) if such Securities are to be denominated in more than one currency, including composite currencies, the basis of determining the equivalent price in the currency of the United States (if other than as set forth in the definition of Outstanding) for purposes of determining the voting rights of Holders of such Securities under this Subordinated Securities Indenture;

(o) the mechanism, if any, by which the Company may effect a temporary or permanent reduction in the principal of the Outstanding Securities of the series;

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(p) the terms and conditions, if any, under which the Company may elect to vary the terms of the Securities of the series pursuant to a supplemental subordinated securities indenture;

(q) any requirement that the Securities of the series be listed on a securities exchange;

(r) the applicability of Section 4.01, Section 4.02 and/or Section 4.03 to the Securities of any series;

(s) the respective rights and obligations, if any, of the Company and holders of the Securities following a change of control of the Company, including, if applicable, the terms and conditions under which the Company could be required to redeem or make an offer to purchase Securities of the series;

(t) if the amounts of payments of principal of, and premium (if any) or portions thereof or interest (if any) on, such Securities may be determined with reference to an index, formula or other method or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the Calculation Agent, if any, who shall be appointed and authorized to calculate such amounts;

(u) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.05;

(v) the applicability of Section 10.12 of this Subordinated Securities Indenture to the Securities of any series;

(w) any deletions from, limitations or modifications of or additions to the Events of Default, defaults, enforcement events, solvency events or covenants of the Company or other events permitting remedies that apply with respect to Securities of the series, whether or not such Events of Default, defaults, enforcement events, solvency events or covenants of the Company or other events are consistent with the Events of Default or covenants, as the case may be, set forth herein;

(x) whether the Securities of the series shall be issued upon original issuance in whole or in part in the form of one or more Book-Entry Securities and, in such case (a) the Depository with respect to such Book-Entry Security or

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Securities; and (b) the circumstances under which any such Book-Entry Security may be exchanged for Securities registered in the name of, and any transfer of such Book-Entry Security may be registered to, a Person other than such Depository or its nominee, if other than as set forth in Section 3.05;

(y) the terms, if any, upon which the Securities of the series may be convertible into and/or exchangeable for common shares of the Company; and

(z) any other terms of or provisions applicable to the series.

All Securities of any one series shall be substantially identical as to denomination and except, as may otherwise be provided in or pursuant to such supplemental indenture referred to above and (subject to Section 3.03) set forth in any such subordinated securities indenture supplemental hereto. All Securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series; provided, that, unless the supplemental indenture establishing the series otherwise specifies, such additional Securities will be issued with no more than de minimis original issue discount for U.S. federal income tax purposes or be part of a qualified reopening for U.S. federal income tax purposes. Securities may differ between series in respect of any matters.

Section 3.02. Denominations. The denomination of each series of Securities issued as contemplated by Section 3.01 shall be set forth in the applicable supplemental subordinated securities indenture.

Section 3.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Authorized Officer. The signature of any of such officer on the Securities may be manual or by 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.

At any time and from time to time after the execution and delivery of this Subordinated Securities Indenture, the Company may deliver Securities of any series executed by the Company to the Securities Administrator for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Securities Administrator in accordance with the Company Order shall authenticate and deliver such Securities.

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In authenticating such Securities, and/or accepting the additional responsibilities under this Subordinated Securities Indenture in relation to such Securities, the Trustee and the Securities Administrator shall receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

(a) that all conditions precedent in this Subordinated Securities Indenture to the issuance and authentication of the Securities have been complied with by the Company; and

(b) that such Securities, when authenticated and delivered by the Securities Administrator and issued by the Company in the manner and subject to customary qualifications specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.

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

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Notwithstanding the provisions of Section 3.01 and of the preceding paragraphs, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

A Company Order delivered in the circumstances set forth in the preceding paragraphs may provide that Securities which are the subject thereof will be authenticated and delivered by the Securities Administrator on original issue from time to time upon the written order of persons designated in such Company Order, and that such persons are authorized to determine, consistent with the applicable supplemental subordinated securities indenture, such terms and conditions of said Securities as are specified in such Company Order, provided the foregoing procedure is acceptable to the Securities Administrator.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Subordinated Securities 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 Securities Administrator by manual 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 and that such Security is entitled to the benefits of this Subordinated Securities Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Securities Administrator for cancellation as provided in Section 3.09 together with an Officer’s Certificate (which need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Subordinated Securities Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Subordinated Securities Indenture.

If Securities of any series are issued in global form, any such global Security shall, unless otherwise provided therein, be delivered to either (i) the depository or common depository (the “Common Depository”), for the benefit of DTC or Euroclear and Clearstream, as applicable, or (ii) the Securities Administrator as custodian for such Common Depository, in any such case, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

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Section 3.04. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Securities Administrator 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 in registered form 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.

Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 10.02 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 Securities Administrator shall authenticate and deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Subordinated Securities Indenture as definitive Securities of such series.

Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security of a series (the “Exchange Date”), the Company shall deliver to the Securities Administrator definitive Securities of such series in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be surrendered by the Common Depository to the Securities Administrator, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities of such series without charge and the Securities Administrator shall authenticate and deliver, in exchange for each portion of such temporary global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged; provided, however, that, unless otherwise specified in such temporary global Security, upon

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such presentation by the Common Depository, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit B to this Subordinated Securities Indenture. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in registered form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.01, and, if any combination thereof is so specified, as requested by the beneficial owner thereof.

Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit C to this Subordinated Securities Indenture, dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Securities Administrator and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream.

Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Subordinated Securities Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.01, any interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Securities Administrator of a certificate or certificates in the form set forth in Exhibit C to this Subordinated Securities Indenture, for credit without further interest on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B

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to this Subordinated Securities Indenture. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Securities Administrator immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Section 3.05. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Securities Administrator a register (the register maintained in such office and in any other office or agency to be maintained by the Company in accordance with Section 10.02 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 Securities Administrator is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

If and to the extent required under Luxembourg law, the Company shall cause to be kept at its registered office in Luxembourg a register of registered notes, which shall be a duplicate copy of the Security Register, and the Security Registrar shall provide, on an annual basis or more frequently upon the reasonable request of the Company, a duplicate copy of the Security Register. In the event of a conflict between the register of registered notes kept at the registered office and the Security Register, the Security Register shall control for the purposes of this Subordinated Securities Indenture.

Upon due surrender for registration of transfer of any Security of any series at the office or agency maintained pursuant to Section 10.02 for such purpose in a Place of Payment for that series, the Company shall execute, and the Securities Administrator shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency.

Except as otherwise specified as contemplated by Section 3.01, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interest in a permanent global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 3.01, then without unnecessary delay but in any event

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not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Securities Administrator definitive Securities of that series in aggregate principal amount equal to the principal amount of such permanent global Security or the portion to be exchanged, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depository or such other depositary as shall be specified in the Company Order with respect thereto to the Securities Administrator as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities of the same series without charge and the Securities Administrator shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged, provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part and any endorsement thereon to reflect the amount represented by such exchange, such permanent global Security shall be returned by the Securities Administrator to the Common Depository or such other depositary or Common Depository referred to above in accordance with the instructions of the Company referred to above. If a Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Subordinated Securities Indenture.

Notwithstanding the foregoing and except as otherwise specified or contemplated by Section 3.01, any Book-Entry Security shall be exchangeable pursuant to this Section 3.05 or Sections 3.04, 9.06 and 11.10 for Securities registered in the name of, and a transfer of a Book-Entry Security or any series may be registered to, any Person other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Book-Entry Security or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act,

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(ii) the Company executes and delivers to the Securities Administrator a Company Order that such Book-Entry Security shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default, or an event which after notice or lapse of time would be an Event of Default, with respect to the Securities of such series. Upon the occurrence in respect of any Book-Entry Security of any series of any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 3.01 for such series, such Book-Entry Security may be exchanged for Securities registered in the names of, and the transfer of such Book-Entry Security may be registered to, such Persons (including Persons other than the Depository with respect to such series and its nominees) as such Depository shall direct. Notwithstanding any other provision of this Subordinated Securities Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Book-Entry Security shall also be a Book-Entry Security and shall bear the legend specified in Section 2.04 except for any Security authenticated and delivered in exchange for, or upon registration of transfer of, Book-Entry Security pursuant to the preceding sentence.

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 Subordinated Securities 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, the Securities Administrator, the Securities Registrar or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Securities Administrator and the Security Registrar or any transfer agent 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 Sections 3.04, 9.06 and 11.10 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice

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of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Each Holder of a Security agrees to indemnify the Company, the Securities Administrator, the Securities Registrar, the Paying Agent and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Subordinated Securities Indenture and/or applicable United States Federal or state securities law. None of the Trustee, the Securities Administrator, the Securities Registrar or the Paying Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Subordinated Securities Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants 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 Subordinated Securities Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Securities Administrator, the Company shall execute, and the Securities Administrator 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 have been delivered to the Company and the Securities Administrator (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 harmless, then, in the absence of notice to the Company or the Securities Administrator that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Securities Administrator 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

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governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Securities Administrator) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security, and any such new Security shall be entitled to all the benefits of this Subordinated Securities 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. Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Securities, interest, if any, 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; provided, however, that each installment of interest (if any) on any Security may at the Company’s option be paid by (i) mailing a check for such interest, payable to the Person entitled thereto pursuant to Section 3.08, to the address of such Person as it appears on the Security Register or (ii) transfer to an account maintained by such Person inside the United States; provided, however, that if payment is to be made pursuant to (ii) above, the Securities Administrator shall have received written wire instructions by no later than the Regular Record Date preceding such Interest Payment Date.

Unless otherwise provided as contemplated by Section 3.01, every permanent global Security or Book-Entry Security will provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear and or Clearstream, as the case may be, with respect to that portion of such permanent global Security held for its account by Cede & Co. or the Common Depository, as the case may be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent global Security or Book-Entry Security to the accounts of the beneficial owners thereof.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for or deferred or cancelled (if permitted pursuant to the terms of the series of such Securities as established pursuant to the supplemental subordinated securities indenture issued pursuant to Section 3.01),

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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 (a) or (b) below.

(a) 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 and the Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Company 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 and the Securities Administrator of the notice of the proposed payment. The Company shall promptly notify the Trustee and the Securities Administrator of such Special Record Date, and the Securities Administrator, in the name and at the expense of the Company, shall cause a copy of such notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at the Holder’s address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. The Securities Administrator may, in addition, in the name and at the expense of the Company, cause a similar notice to be published at least 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, New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the 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 (b).

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(b) 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 is given by the Company to the Trustee and the Securities Administrator of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Securities Administrator.

Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Subordinated Securities Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry any rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 3.08. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, the Securities Administrator, the Securities Registrar, the Paying Agent, and any agent of the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of, and premium (if any) and (subject to Sections 3.05 and 3.07) interest (if any) on, such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, the Trustee nor any agent of the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, or the Trustee shall be affected by notice to the contrary.

Except as provided in Section 3.05, owners of any beneficial interests in a Book-Entry Security shall not be entitled to have Securities represented by such Book-Entry Security registered in their names, shall not receive or be entitled to receive physical delivery of Securities in certificated form and shall not be considered the Holders thereof for any purpose under this Subordinated Securities Indenture. Members or participants in the Depository shall have no rights under this Subordinated Securities Indenture with respect to any Book-Entry Security held on their behalf by the Depository, and such Depository may be treated by the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, the Trustee and any agent of the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, or the Trustee as the Holder of such Book-Entry Security under this Subordinated Securities Indenture. Notwithstanding the foregoing, with respect to any Book-Entry Security, nothing herein shall prevent the Company, the Securities Administrator, the Securities Registrar, the Paying Agent, the Trustee, or any agent of the Company, the Securities Administrator,

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the Securities Registrar, the Paying Agent, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository, as a Holder, with respect to such Book-Entry Security or impair, as between the Depository and owners of beneficial interests in such Book-Entry Security, the operation of customary practices governing the exercise of the rights of the Depository (or its nominee) as Holder of such Book-Entry Security.

None of the Company, the Trustee, the Securities Administrator, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Book-Entry Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for the delivery to any member of or participants in the Depository of any notice permitted or required to be given to the Holders of the Securities under this Subordinated Securities Indenture.

Section 3.09. Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Securities Administrator, be delivered to the Securities Administrator and such Securities shall be promptly cancelled by the Securities Administrator. The Company may at any time deliver to the Securities Administrator for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Securities Administrator. 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 Subordinated Securities Indenture. All cancelled Securities held by the Securities Administrator shall be destroyed by the Securities Administrator unless other instructions are furnished to the Securities Administrator by a Company Order. No cancelled Securities may be reissued or resold.

Notwithstanding the foregoing, with respect to any Book-Entry Security, nothing shall prevent the Company, the Securities Administrator or any agent of the Company or the Securities Administrator, from giving effect to any written certification, proxy or other authorization furnished by a Depository or impair, as between a Depository and holders of beneficial interests in any Book-Entry Security, the operation of customary practices governing the exercise of the rights of the Depository (or its nominee) as Holder of such Book-Entry Security.

Section 3.10. Computation of Interest. Except as otherwise specified as contemplated by Section 3.01 for the Securities of any series, interest, if any on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

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Section 3.11. Electronic Security Issuance. The Securities may, pursuant to a supplemental subordinated securities indenture complying with Section 3.01 hereof, be issued by means of an electronic issuance system. Any such Security issuance instructions may specify the name, address and taxpayer identification number of the Holder, the principal amount and Stated Maturity of the Security (if any), the interest rate to be borne by the Security and any other terms not inconsistent with such supplemental subordinated securities indenture. Nothing in this Section 3.11 shall be construed as prohibiting the Company from issuing Securities by any means not inconsistent with the provisions of this Subordinated Securities Indenture.

Section 3.12. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Company and the Securities Administrator shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that a reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee, the Securities Administrator, the Securities Registrar and the Paying Agent, of any change in the CUSIP numbers.

ARTICLE IV

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 4.01. Option to Effect Legal Defeasance or Covenant Defeasance. Unless the supplemental subordinated securities indenture issued pursuant to Section 3.01 specifies that this Section 4.01 and either or both of Section 4.02 and Section 4.03 do not apply to a given series of Securities, the Company may at any time, at the option of its Board of Directors as evidenced by an Officer’s Certificate confirming the due authorization by the Company, elect to have either Section 4.02 or Section 4.03 hereof be applied to all outstanding Securities of such series upon compliance with the conditions set forth below in this Article IV.

Section 4.02. Legal Defeasance and Discharge. Upon the Company’s exercise under Section 4.01 hereof of the option applicable to this Section 4.02, the Company will, subject to the satisfaction of the conditions set forth in Section 4.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of the series on the date the conditions set forth below

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are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Securities of the series, which will thereafter be deemed to be “outstanding” only for the purposes of Section 4.05 hereof and the other Sections of this Subordinated Securities Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Securities of the series and this Subordinated Securities Indenture (and the Trustee and the Securities Administrator, on demand of, at the expense of and as prepared by the Company (such expense being documented), shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of outstanding Securities of the series to receive payments in respect of the principal of, or interest (if any) or Additional Amounts (if any) on, such Securities when such payments are due from the trust referred to in Section 4.04 hereof;

(b) the Company’s obligations with respect to such Securities under Article III and Section 10.02 hereof;

(c) the rights, powers, trusts, duties and immunities of the Trustee and the Securities Administrator hereunder and the Company’s obligations in connection therewith; and

(d) this Article IV.

Subject to compliance with this Article IV, the Company may exercise its option under this Section 4.02 notwithstanding the prior exercise of its option under Section 4.03 hereof.

Section 4.03. Covenant Defeasance. Upon the Company’s exercise under Section 4.01 hereof of the option applicable to this Section 4.03, the Company will, subject to the satisfaction of the conditions set forth in Section 4.04 hereof, be released from each of its obligations under the covenants contained in Sections 10.10, 10.12 and 8.01 hereof with respect to the outstanding Securities of the series on and after the date the conditions set forth in Section 4.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Securities will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Securities of the series, the

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Company may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute an Event of Default under Section 5.01 hereof, but, except as specified above, the remainder of this Subordinated Securities Indenture and such Securities will be unaffected thereby. In addition, upon the Company’s exercise under Section 4.01 hereof of the option applicable to this Section 4.03, subject to the satisfaction of the conditions set forth in Section 4.04 hereof, Section 5.01(d) hereof will not constitute Events of Default. The Company’s obligations under Section 6.07 shall survive an exercise under Section 4.01.

Section 4.04. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 4.02 or 4.03 hereof:

(a) the Company must irrevocably deposit with the Securities Administrator, in trust, for the benefit of the Holders, cash in Dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of an internationally recognized firm of independent public accountants as appointed by the Company, to pay the principal of, and interest (if any) and Additional Amounts (if any) on, the outstanding Securities of the relevant series on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Company must specify whether the Securities are being defeased to such stated date for payment or to a particular Redemption Date;

(b) the Company must deliver to the Trustee and the Securities Administrator an Opinion of Counsel of recognized standing with respect to U.S. federal income tax matters confirming that the Holders and beneficial owners of the outstanding Securities of the relevant series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance or Legal or Covenant Defeasance; with respect to a Legal Defeasance, such opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect;

(c) no Default or Event of Default, if any, with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit;

(d) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee and the Securities Administrator to have a conflicting interest for purposes of the Trust Indenture Act with respect to any of the Company’s securities; and

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(e) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 4.05. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 4.06 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Securities Administrator (or other qualifying securities administrator, collectively for purposes of this Section 4.05, the “Securities Administrator”) pursuant to Section 4.04 hereof in respect of the outstanding Securities will be held in trust and applied by the Securities Administrator, in accordance with the provisions of such Securities and this Subordinated Securities Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Securities Administrator may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, interest (if any) and Additional Amounts (if any), but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee and the Securities Administrator against any duly documented tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 4.04 hereof or the principal, interest (if any) and Additional Amounts (if any), received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities.

Notwithstanding anything in this Article IV to the contrary, the Securities Administrator will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable U.S. Government Obligations held by it as provided in Section 4.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants as appointed by the Company expressed in a written certification thereof delivered to the Securities Administrator (which may be the opinion delivered under Section 4.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 4.06. Repayment to Company. Any money deposited with the Securities Administrator or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, or interest (if any) or Additional

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Amounts (if any) on, any Security and remaining unclaimed for two years after such principal, interest (if any) or Additional Amounts (if any) has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Security will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee, the Securities Administrator or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Securities Administrator or such Paying Agent, before being required to make any such repayment, may at the expense of the Company (such expense being documented) cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 4.07. Reinstatement. If the Securities Administrator or Paying Agent is unable to apply any Dollars or non-callable U.S. Government Obligations in accordance with Section 4.02 or 4.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Subordinated Securities Indenture and the Securities will be revived and reinstated as though no deposit had occurred pursuant to Section 4.02 or 4.03 hereof until such time as the Securities Administrator or Paying Agent is permitted to apply all such money in accordance with Section 4.02 or 4.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, or interest (if any) or Additional Amounts (if any) on, any Security following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Securities Administrator or Paying Agent.

ARTICLE V

DEFAULTS AND REMEDIES

Section 5.01. Events of Default. Except as expressly provided in any supplemental subordinated securities indenture with respect to Securities of a series issued pursuant to Section 3.01, each of the following is an “Event of Default”:

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(a) default in any payment of principal or any premium on any Security of a series when due (at Maturity, including upon redemption, or otherwise), which continues for 15 days;

(b) default in the payment of interest (if any) and Additional Amounts (if any) on any Security of a series when due, which continues for 30 days;

(c) the Company’s failure to comply with any other obligation contained in this Subordinated Securities Indenture (other than a covenant default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given to the Company by the Trustee or the Securities Administrator written notice, as provided in accordance with Section 1.05, specifying such default or breach and requiring it to be remedied;

(d) if the Company is (or is deemed by law or a court to be) insolvent or bankrupt or presents a request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Company or any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the foregoing events; or

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

Section 5.02. Acceleration. Upon the occurrence and continuation of any Event of Default, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities of the affected series may declare the principal amount of the outstanding Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), in accordance with Section 1.05 hereof. Upon any such declaration, the Securities of such series shall become due and payable immediately.

At any time after such a declaration of acceleration with respect to outstanding Securities of any series has been made and before a judgment or

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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:

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

(i) all overdue interest on all Securities of that series;

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

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

(iv) all sums paid or advanced by either of the Trustee or the Securities Administrator hereunder and the reasonable and documented compensation, expenses, disbursements and advances of each of the Trustee and the Securities Administrator, its agents and counsel;

and

(b) all Events of Default with respect to Securities of that series, other than the non-payment of the principal and other amounts of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.04.

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

Section 5.03. Other Remedies. Subject to the terms of the relevant series of Securities established under the supplemental subordinated securities indenture issued pursuant to Section 3.01, if an Event of Default occurs or if the Company breaches any covenant or warranty under this Subordinated Securities Indenture or the Securities, the Trustee may pursue any available remedy to enforce any provision of the Securities or this Subordinated Securities Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or

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omission by the Trustee or any Holder of a Security in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 5.04. Waiver Of Past Defaults. The Holders of a majority in aggregate principal amount of the outstanding Securities of any series by notice to the Trustee may waive any past default under this Subordinated Securities Indenture affecting such series, except an uncured default in the payment of principal of or interest on such series of Securities or an uncured default relating to a covenant or provision of this Subordinated Securities Indenture that cannot be modified or amended without the consent of each affected Holder.

Section 5.05. Control by Majority. Holders of a majority in aggregate principal amount of the outstanding Securities of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, in each case with respect to such series and subject to the limitations specified herein. Subject to Article VI herein relating to the Trustee’s duties, neither of the Trustee nor the Securities Administrator will be under any obligation to exercise any of its rights and powers under the Indenture unless such Holder has offered an indemnity to its reasonable satisfaction against any loss, costs, expenses and liabilities it may incur.

Section 5.06. Limitation on Suits. No Holder of Securities of any series will have any right to institute any proceeding with respect to this Subordinated Securities Indenture or the Securities of the series or for any remedy thereunder, unless:

(a) such Holder has previously given written notice to the Trustee at its Corporate Trust Office of a continuing Event of Default under the Securities of the series has occurred;

(b) Holders of not less than 25% in aggregate principal amount of the outstanding Securities of the relevant series have made a written request to the Trustee to institute the proceedings in respect of the Event of Default or breach in its own name as Trustee under this Subordinated Securities Indenture;

(c) the Holders of the Securities of the relevant series have offered to the Trustee reasonable indemnity against the cost and other liabilities of instituting a proceeding and provided a written request to the Trustee at its Corporate Trust Office;

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(d) the Trustee for 60 days thereafter has failed to institute any such proceeding;

(e) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of the relevant series have not given the Trustee a direction that is inconsistent with such written request, and

(f) the terms of such series of Securities do not prohibit such remedy to be sought by the Trustee and/or the Holders,

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

Section 5.07. Rights of Holders of Securities To Receive Payment. Notwithstanding any other provision of this Subordinated Securities Indenture, the right of any Holder of a Security to receive payment of principal of, and interest (if any) and Additional Amounts (if any) on, the Security, on or after the respective due dates expressed in the Security (including in connection with a Change of Control Offer, if such term is defined in the relevant supplemental subordinated securities indenture issued pursuant to Section 3.01), or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired without the consent of such Holder.

Section 5.08. Collection Suit by Trustee. If an Event of Default specified in Section 5.01(a) or Section 5.01(b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole remaining unpaid amount of principal of, and interest (if any) and Additional Amounts (if any) on, the Securities and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable and documented compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 5.09. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Securities allowed in any judicial

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proceedings relative to the Company (or any other obligor upon the Securities), its creditors or its property (including, but not limited to, any bankruptcy, dissolution, insolvency, liquidation, winding-up or similar judicial proceeding) and shall be entitled and empowered 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, and to collect, receive and distribute any money or other property payable or deliverable on any such claims. Any custodian, receiver, 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 to it for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by the lien as specified in Section 6.07 on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 5.10. Priorities. If the Trustee collects any money pursuant to this Article V, it shall pay out the money in the following order:

First: to the Trustee, the Securities Administrator, the Securities Registrar and the Paying Agent, and each of their agents and attorneys in respect of their documented fees and for amounts due under Section 6.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by any of the Trustee, the Securities Administrator, the Securities Registrar, the Paying Agent and the costs and expenses of collection;

Second: to Holders of Securities for amounts due and unpaid on the Securities for principal, interest (if any) and Additional Amounts (if any), ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, interest (if any) and Additional Amounts (if any), respectively; and

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Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section 5.10.

Section 5.11. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Subordinated Securities 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 shall be restored to its former position hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 5.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Subordinated Securities Indenture or in any suit against any of the Trustee, the Securities Administrator, the Securities Registrar or the Paying Agent for any action taken or omitted by it as a Trustee, Securities Administrator, Securities Registrar or the Paying Agent, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 5.12 does not apply to a suit by the Trustee, Securities Administrator, Securities Registrar or Paying Agent, a suit by a Holder of a Security pursuant to Section 5.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Securities.

ARTICLE VI

THE TRUSTEE AND SECURITIES ADMINISTRATOR

Section 6.01. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default, if any, with respect to the Securities of any series of which a Responsible Officer of the Trustee has actual knowledge,

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Subordinated Securities Indenture with respect to such series, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Subordinated Securities Indenture, and no implied covenants or obligations shall be read into this Subordinated Securities Indenture against the Trustee; and

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

(b) In case an Event of Default, of which a Responsible Officer of the Trustee has actual knowledge, has occurred with respect to Securities of any series and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Subordinated Securities Indenture with respect to such series of Securities, 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.

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

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

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

(iii) the Trustee shall not be liable with respect to any action taken, suffered 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 Section 5.05, 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 Subordinated Securities Indenture with respect to the Securities of such series; and

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

(d) Whether or not therein expressly so provided, every provision of this Subordinated Securities 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.

(e) The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default or Event of Default unless a Responsible Officer of the Trustee shall have received written notice or obtained actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is no default or Event of Default.

(f) The Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Subordinated Securities Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the trust or (D) to confirm or verify the contents of any reports or certificates of the Company delivered to the Trustee pursuant to this Subordinated Securities Indenture believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties.

Section 6.02. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in Section 7.03(c), notice of such default hereunder known to a Responsible Officer of the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of, or premium (if any) or interest (if any) on, any Security of such series, or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Securities of such series, and provided, further, that in the case of any default of the character specified in Section 5.01 with respect to Securities of such series, no such notice

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to Holders shall be given until at least 60 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. Except as otherwise provided in Section 6.01:

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

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Subordinated Securities Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate and such Officer’s Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Subordinated Securities Indenture upon the faith thereof;

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

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

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(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, calculation or quotation, 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 sole 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, in each case with reasonable prior notice to the Company;

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

(h) in no event shall the Trustee be responsible or liable for special, indirect, incidental, 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;

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

(j) 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 by the Trustee to act hereunder;

(k) 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, severe weather, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, the provisions of any present or future law or regulation or any act of any governmental authority, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services or Federal Reserve Bank wire service; 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;

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

(m) The right of the Trustee to perform any discretionary act enumerated in this Subordinated Securities Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such act;

(n) The Trustee shall not be required to give any bond or surety in respect of the execution of this Subordinated Securities Indenture or the performance of the powers granted hereunder;

(o) In making or disposing of any investment permitted by this Subordinated Securities Indenture, the Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such Affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account;

(p) Delivery of reports, information and documents to the Trustee shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or any other entity’s compliance with any covenants under this Subordinated Securities Indenture, any supplemental subordinated securities indenture, any Notes or any other related documents. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other entity’s compliance with the covenants described herein or with respect to any reports or other documents filed under this Subordinated Securities Indenture, any supplemental subordinated securities indenture, any Notes or any other related document;

(q) No provision of this Subordinated Securities Indenture, any supplemental subordinated securities indenture or any Notes shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations, or to exercise any right or power, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it;

(r) Notwithstanding anything to the contrary herein, any and all email communications (both text and attachments) by or from the Securities

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Administrator that the Securities Administrator deems to contain confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “Email Recipient”) of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Securities Administrator to the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s Secure Email website at http://www.citigroup.net/informationsecurity/dataprotect.htm or by calling (866) 535-2504 (in the U.S.) or (904) 954-6181;

(s) The Trustee shall have the right to require that any directions, instructions or notices provided to it be signed by an Authorized Person (as hereinafter defined), be provided on corporate letterhead and contain such other evidence as may be reasonably requested by the Trustee to establish the identity and/or signatures thereon. The identity of such Authorized Persons, as well as their specimen signatures, title, telephone number and e-mail address, shall be delivered to the Trustee in a list of authorized signers and shall remain in effect until the applicable party, or an entity acting on its behalf, notifies the Trustee of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”); and

(t) To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the Securities Administrator will ask for information that will allow the Securities Administrator to identify relevant parties. The parties hereto hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Securities Administrator.

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 Subordinated Securities Indenture or of the Securities, except that the Trustee represents that it is duly authorized to execute and deliver this Subordinated Securities Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in its Statements of Eligibility on Form T-1 supplied to the Company are true and accurate. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

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Section 6.05. May Hold Securities. The Trustee, any Paying Agent, any Security Registrar, any Calculation Agent 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, Calculation Agent 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. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all sums held by such Paying Agent for the payment of the principal of or interest on the Securities, and shall give to the Trustee notice of any default by the Company on the Securities in the making of any such payment.

Section 6.07. Compensation and Reimbursement. The Company agrees:

(a) to pay to each of the Trustee and the Securities Administrator from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

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

(c) to indemnify each of the Trustee and the Securities Administrator, its agents and counsel for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder.

The obligations of the Company under this Section shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharges of this Subordinated Securities Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and

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funds held or collected by each of the Trustee or the Securities Administrator as such, (except funds held in trust for the benefit of the Holders of particular Securities), and the Securities are hereby subordinated to such senior claim.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01(d) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under applicable bankruptcy law.

Section 6.08. Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to Section 310(b) of the Trust Indenture Act and this Subordinated Securities Indenture.

Section 6.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal, State or District of Columbia authority and having its Corporate Trust Office in the Borough of Manhattan, the City of New York, New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 6.10. Resignation and Removal; Appointment of Successor.

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

(b) The Trustee may resign at any time 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 may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

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(c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Trustee and to the Company.

(d) If at any time:

(i) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act 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

(ii) 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

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

then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.12, 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.

The Company may also remove the Trustee with or without cause if the Company so notifies the Trustee six months in advance and if no Event of Default occurs during the six-month period.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the

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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 of Securities of that series and accepted appointment in the manner required by Section 6.11, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months, subject to Section 5.12, 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.

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series 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.

(a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of the charges due it pursuant to Section 6.07, 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. 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.

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(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver a subordinated securities indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) 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, (ii) 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 (iii) shall add to or change any of the provisions of this Subordinated Securities 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 subordinated securities 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 subordinated securities 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.

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

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

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Section 6.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

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 of a series), 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). A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein.

Section 6.14. Appointment of Authenticating Agent. The Securities Administrator may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Securities Administrator to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Subordinated Securities Indenture and shall be valid and obligatory for all purposes as if authenticated by the Securities Administrator hereunder. Wherever reference is made in this Subordinated Securities Indenture to the authentication and delivery of Securities by the Securities Administrator or the Securities Administrator’s certificate of authentication such reference shall be deemed to include authentication and delivery on behalf of the Securities Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Securities Administrator by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating

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Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of such Authenticating Agent, shall continue to be an Authenticating Agent provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Securities Administrator or such Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Securities Administrator and to the Company. The Securities Administrator may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Securities Administrator may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall promptly give notice of such appointment to all Holders of Securities pursuant to Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

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

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

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

Citibank, N.A., as Securities
Administrator

By:                                                                                                 

If the Securities Administrator does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Securities Administrator, if so requested by the Company in writing (which writing need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint (at the expense of the Company) in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

Section 6.15. Certain Rights of the Securities Administrator. The rights, privileges, protections, immunities and benefits provided to the Trustee under this Article VI (including but not limited to its right to be indemnified) are extended to, and shall be enforceable by, the Securities Administrator in each of its capacities hereunder and to each of its Responsible Officers and other Persons duly employed by the Securities Administrator hereunder as if they were each expressly set forth herein for the benefit of the Securities Administrator in each such capacity, Responsible Officers or employees of the Securities Administrator mutatis mutandis.

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY SECURITIES ADMINISTRATOR AND COMPANY

Section 7.01. Company to Furnish Securities Administrator Names and Addresses of Holders of Securities. The Company will furnish or cause to be furnished to the Securities Administrator with respect to the Securities of each series:

(a) not more than 15 days after each Regular Record Date, a list, in such form as the Securities Administrator may reasonably require, of the names and addresses of the Holders of such Securities as of such Regular Record Date, as the case may be, and

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(b) at such other times as the Securities Administrator 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 so long as the Securities Administrator is the Security Registrar, no such list need be furnished.

Section 7.02. Preservation of Information; Communications to Holders.

(a) The Securities Administrator shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities (i) contained in the most recent list furnished to the Securities Administrator as provided in Section 7.01, (ii) received by the Securities Administrator in its capacity as Security Registrar (or Paying Agent, if so acting) and (iii) filed with it during the two preceding years pursuant to Section 7.03(c). The Securities Administrator may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

(b) If three or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply in writing to the Securities Administrator, and furnish to the Securities Administrator reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of such series with respect to their rights under this Subordinated Securities Indenture or under the Securities of such series and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Securities Administrator shall within five business days after the receipt of such application, at its election, either:

(i) afford such applicants access to the information preserved at the time by the Securities Administrator in accordance with Section 7.02(a) (provided, however, that the Securities Administrator shall have no obligation to investigate or confirm the information so provided), or

(ii) inform such applicants as to the approximate number of Holders of Securities of such series whose names and addresses appear in the information preserved at the time by the Securities Administrator in accordance with Section 7.02(a) (provided, however, that the Securities Administrator shall have no obligation to investigate or confirm the information so provided), and as to the approximate cost of mailing to such Holders of Securities of such series the form of proxy or other communication, if any, specified in such application.

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If the Securities Administrator shall, after receiving direction from the Company, elect not to afford such applicants access to such information, the Securities Administrator shall, upon the written request of such applicants, mail to each Holder of Securities of such series whose name and address appears in the information preserved at the time by the Securities Administrator in accordance with Section 7.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Securities Administrator of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Securities Administrator shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Company, such mailing would be contrary to the best interests of the Holders of Securities of such series or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Securities Administrator shall mail copies of such material to all such Holders of Securities of such series with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Securities Administrator shall be relieved of any obligation or duty to such applicants respecting their application.

(c) Every Holder of Securities, by receiving and holding the same, agrees with the Company, the Securities Administrator and the Trustee that neither the Company, the Securities Administrator or the Trustee, nor any agent of the Company, the Securities Administrator or the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 7.02(b), regardless of the source from which such information was derived, and that the Securities Administrator shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b).

Section 7.03. Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Subordinated Securities 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 60 days after each September 1 following the date of this Subordinated Securities Indenture deliver to Holders a report, dated as of such September 1, which complies with the provisions of such Section 313(a).

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(b) The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.

(c) A copy of such report shall, at the time of such transmission to the Holders of Securities, be filed by the Trustee with the Company, with each securities exchange upon which any of the Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when any Securities become listed on any stock exchange or market center.

Section 7.04. Reports by Company. The Company will:

(a) file with the Securities Administrator, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Securities Administrator and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations adopted pursuant to Section 314(a)(1) of the Trust Indenture Act;

(b) file with the Securities Administrator and the Commission such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act; and

(c) transmit by mail to all Holders, within 30 days after the filing thereof with the Securities Administrator, in the manner and to the extent provided in Section 7.03(c) with respect to reports pursuant to Section 7.03(a), such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

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ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER

Section 8.01. Company May Consolidate, Etc., Only on Certain Terms. So long as any Securities are outstanding, the Company will not consolidate with or merge into any other Person (excluding Persons controlled by one or more members of the Mittal Family) or convey or transfer substantially all of its properties and assets to any other Person (excluding Persons controlled by one or more members of the Mittal Family) unless thereafter:

(a) the Person formed by such consolidation or into which it is merged, or the Person which acquired all or substantially all of the Company’s properties and assets, expressly assumes pursuant to a supplemental subordinated securities indenture the due and punctual payment of the principal of and interest on all the Securities and the performance or observance of every covenant herein on the Company’s part to be performed or observed (including, if such Person is not organized in or a resident of Luxembourg for tax purposes, substituting such Person’s jurisdiction of organization or residence for tax purposes for Luxembourg, where applicable, including for the obligation to pay Additional Amounts);

(b) immediately after giving effect to such transaction, no Event of Default has occurred and is continuing; and

(c) the Person formed by such consolidation or into which the Company is merged, or the Person which acquired all or substantially all of the properties and assets of the Company delivers to the Trustee and the Securities Administrator an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger, conveyance or transfer and, if a supplemental subordinated securities indenture is required in connection with the transaction, the supplemental subordinated securities indenture, comply with the terms and conditions herein and that all conditions precedent in this Subordinated Securities Indenture relating to the transaction have been complied with and, immediately giving effect to such transaction, no Event of Default has occurred and is continuing, except that such Officer’s Certificate and Opinion of Counsel shall not be required in the event any such consolidation, merger, conveyance or transfer is made by order of any court or tribunal having jurisdiction over the Company, its properties and assets.

Section 8.02. Successor Substituted. Upon any consolidation or merger by the Company with or into any other Person, or any sale, conveyance, transfer or lease by the Company of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 8.01, the

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successor Person formed by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Subordinated Securities Indenture with the same effect as if such successor Person had been named as the Company herein; and thereafter, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Subordinated Securities Indenture or any successor Person which shall theretofore become such in the manner described in Section 8.01) shall be discharged from all obligations and covenants under this Subordinated Securities Indenture and the Securities, and may be dissolved and liquidated.

ARTICLE IX

SUPPLEMENTAL SUBORDINATED SECURITIES INDENTURES

Section 9.01. Supplemental Subordinated Securities Indentures Without Consent of Holders. Without the consent of any Holder of Securities, the Company, when authorized by or pursuant to a Board Resolution, the Trustee and the Securities Administrator, at any time and from time to time, may enter into one or more subordinated securities indentures supplemental hereto, in form satisfactory to the Trustee and the Securities Administrator, for any of the following purposes:

(a) to provide for the issuance of additional Securities in accordance with the limitations set forth in this Subordinated Securities Indenture as of the date hereof; or

(b) 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 contained; or

(c) to comply with any requirements of the Commission in connection with qualifying this Indenture under the Trust Indenture Act; or

(d) to add to the covenants of the Company, for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(e) to add or modify for the benefit of the Holders of all or any series of Securities any Events of Default (and if such additional or modified Events of Default are to be for the benefit of less than all series of Securities, stating that such additional or modified Events of Default are expressly being included or modified solely for the benefit of such series); or

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(f) to change or eliminate any of the provisions of this Subordinated Securities Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental subordinated securities indenture which is entitled to the benefit of such provision; or

(g) to secure the Securities; or

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

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

(j) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; or

(k) to correct or add any other provisions with respect to matters or questions arising under this Subordinated Securities Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

Section 9.02. Supplemental Subordinated Securities 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 subordinated securities indenture, by Act of said Holders delivered to the Company, the Securities Administrator and the Trustee, the Company, when authorized by a Board Resolution, the Securities Administrator and the Trustee may enter into a subordinated securities 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 Subordinated Securities Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Subordinated Securities Indenture; provided, however, that no such supplemental subordinated securities indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

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(a) change the Stated Maturity (if any) of the principal of, or any installment of principal of or any interest on, any Security, or reduce the principal amount thereof or any rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay additional amounts pursuant to Section 10.11 (except as contemplated by Section 8.01(a) and permitted by Section 9.01(a)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Stated Maturity thereof, pursuant to Section 5.02, or change the method in which amounts of payments of principal or any interest thereon are determined, or change any Place of Payment, or change the coin or currency in which any Security or any premium or any interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity (if any) thereof (or, in the case of redemption, on or after the Redemption Date), or

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

(c) impair the right of the Holders of Securities to institute suit for the enforcement of any payment on or after the date due, or

(d) modify any of the provisions of this Section or Section 5.04, except to increase any such percentage or to provide that certain other provisions of this Subordinated Securities Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and Section 9.01(i), or

(e) change the provisions of this Indenture regarding the quorum required at any meeting of Holders, or

(f) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02; or

(g) modify any of the provisions of Section 13.01 with respect to the subordination of the Securities in a manner adverse to any Holder.

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Any supplemental subordinated securities indenture may specify whether the Company may materially modify the terms of a series of Securities, provided that any such modification to the provisions of this Subordinated Securities Indenture be made in accordance with this Section 9.02. A supplemental subordinated securities indenture which changes or eliminates any covenant or other provision of this Subordinated Securities Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Subordinated Securities Indenture of the Holders of Securities of any other series.

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

Section 9.03. Execution of Supplemental Subordinated Securities Indentures. In executing, or accepting the additional trusts created by, any supplemental subordinated securities indenture permitted by this Article or the modifications thereby of the trusts created by this Subordinated Securities Indenture, each of the Trustee and the Securities Administrator shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental subordinated securities indenture is authorized or permitted by this Subordinated Securities Indenture, and that such supplemental subordinated securities indenture, when executed and delivered by the Company, will constitute a valid and binding obligation of the Company enforceable in accordance with its terms. Each of the Trustee and the Securities Administrator may, but shall not be obligated to, enter into any such supplemental subordinated securities indenture which affects its own rights, duties or immunities under this Subordinated Securities Indenture or otherwise.

Section 9.04. Effect of Supplemental Subordinated Securities Indentures. Upon the execution of any supplemental subordinated securities indenture under this Article, this Subordinated Securities Indenture shall be modified in accordance therewith, and such supplemental subordinated securities indenture shall form a part of this Subordinated Securities Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

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Section 9.05. Conformity with Trust Indenture Act. Every supplemental subordinated securities indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.06. Reference in Securities to Supplemental Subordinated Securities Indentures. Securities of any series authenticated and delivered after the execution of any supplemental subordinated securities indenture pursuant to this Article may, and shall if required by the Trustee or the Securities Administrator, bear a notation in form acceptable to the Trustee and the Securities Administrator as to any matter provided for in such supplemental subordinated securities indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Company, to any such supplemental subordinated securities indenture may be prepared and executed by the Company and authenticated and delivered by the Securities Administrator in exchange for Outstanding Securities of such series.

ARTICLE X

COVENANTS

Section 10.01. Payments. The Company shall pay, or cause to be paid, the principal, and interest (if any) and Additional Amounts (if any) on the dates and in the manner referred to in Section 10.11 hereof.

Principal, any other amounts to be paid in accordance with Section 11.03, and interest (if any) and Additional Amounts (if any), will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, any other amounts to be paid in accordance with Section 11.03, and interest (if any) and Additional Amounts (if any) then due.

If a payment date is a Legal Holiday in a Place of Payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue or be reduced, as the case may be, on such payment for the intervening period. The Company shall provide in its notice of any such Place of Payment to the Trustee and the Securities Administrator, notice of the Legal Holidays in such jurisdiction.

Section 10.02. Maintenance of Office or Agency. The Company will maintain in the United States at the applicable Corporate Trust Office, an office or agency (which may be an office of the Trustee, the Securities Administrator, the Securities Registrar or an affiliate of the Trustee, the Securities Administrator, Security Registrar or co-registrar) where Securities may be surrendered for

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registration of transfer or for exchange and will maintain an office in the United States where notices and demands to or upon the Company in respect of the Securities and this Subordinated Securities Indenture may be served. The Company hereby designates the office for registration of transfer or for exchange of Securities to be at the office of the Securities Administrator at 480 Washington Boulevard, 30^th Floor, Jersey City, New Jersey 07310, Attn: Global Transaction Services—ArcelorMittal, and designates the office for service of notices and demands to or upon the Company to be at ArcelorMittal USA Inc., 1 South Dearborn, Chicago, Illinois 60603, United States. The Company hereby agrees not to change the designation of either such office without prior written notice to the Trustee and the Securities Administrator and designation of a replacement for such office or agency. If at any time the Company fails to maintain at least one such required office or agency where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities and this Subordinated Securities Indenture may be served or fails to furnish the Trustee and the Securities Administrator with the address thereof, such presentations, surrenders, notices and demands may be made or served at the applicable Corporate Trust Office of the Securities Administrator.

The Company may also from time to time designate one or more other offices or agencies where the Securities 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 will in any manner relieve the Company of its obligation to maintain an office or agency at the applicable Corporate Trust Office for such purposes. The Company will give prompt written notice to the Trustee and the Securities Administrator of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the applicable Corporate Trust Office of the Securities Administrator as one such office or agency of the Company in accordance with Section 3.05 hereof.

Section 10.03. Appointment To Fill a Vacancy in the Office of the Trustee. Whenever necessary to avoid or fill a vacancy in the office of the Trustee, the Company will appoint a successor trustee in accordance with Section 6.10 hereof so that there will at all times be a Trustee with respect to the Securities.

Section 10.04. Notice of Certain Events.

(a) The Company will give written notice to the Trustee and the Securities Administrator at its respective Corporate Trust Office, promptly and in any event within 10 days after it becomes aware of the occurrence of any Event of Default hereunder.

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(b) If the Trustee has received written notice of an Event of Default, the Trustee will give notice of that event to the Holders within 90 days after the Trustee has received written notice thereof. The Trustee may withhold notice to the Holders of such an event (except the non-payment of principal or interest) if a committee of its trust officers determines in good faith that withholding notice is in the interests of the Holders.

Section 10.05. [Reserved].

Section 10.06. Compliance Certificate. The Company shall deliver to the Securities Administrator within 120 days after the end of its fiscal year an Officer’s Certificate stating that it has complied with its obligations under this Subordinated Securities Indenture and, if any outstanding series of Securities under this Subordinated Securities Indenture are subject to potential Events of Default, that no Event of Default has occurred during such period, or if one or more has occurred, specifying those Events of Default and what actions, if any, have been taken by the Company upon becoming aware of the occurrence of, or what actions, if any, the Company proposes to take with respect to, each such Event of Default.

Section 10.07. Further Actions. The Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper or as either of the Trustee or the Securities Administrator may reasonably request to carry out more effectively the purpose of this Subordinated Securities Indenture.

Section 10.08. Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not, at any time insist upon, plead, or in any manner whatsoever claim, or to the extent permitted by law, take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Subordinated Securities Indenture; and the Company hereby expressly waives (to the extent it may lawfully do so) all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to either of the Trustee or the Securities Administrator, but will, to the extent permitted by law, suffer and permit the execution of every such power as though no such law has been enacted.

Section 10.09. Corporate Existence. Subject to Article VIII, the Company will preserve and keep in full force and effect its corporate existence.

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Section 10.10. Negative Pledge. Unless otherwise specified in the applicable supplemental subordinated securities indenture in respect of a series issued pursuant to Section 3.01, the Securities will not have the benefit of any negative pledge covenant.

Section 10.11. Payment of Additional Amounts.

The applicable supplemental subordinated securities indenture in respect of a series issued pursuant to Section 3.01 shall state the terms, if any, by which the Company or any successor entity, as the case may be, will pay additional amounts (“Additional Amounts”) as will result in receipt by the Holders of such amounts as would have been received by the Holders had no withholding or deduction been required by a Relevant Jurisdiction.

A “Relevant Jurisdiction” means Luxembourg or any jurisdiction in which ArcelorMittal is resident for tax purposes (or in the case of a successor entity any jurisdiction in which such successor entity is organized or resident for tax purposes (or any political subdivision or taxing authority thereof or therein)).

Section 10.12. Offer To Purchase upon a Change of Control. If applicable to a series of Securities, the provisions of any requirement for the Company to offer to purchase any Securities following a change of control of the Company shall be specified in the applicable supplemental subordinated securities indenture issued pursuant to Section 3.01.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.01. Applicability of this Article. Securities of any series that are redeemable before their Stated Maturity, if any, shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article.

Section 11.02. Election to Redeem; Notice to Trustee and the Securities Administrator. The due authorization of the election of the Company to redeem any Securities shall be evidenced by a certificate of an Authorized Officer. In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee and the Securities Administrator), notify the Trustee and the Securities Administrator of such Redemption Date and of the principal amount of Securities of such series to be redeemed and the Redemption Price for such Securities, such notice to be accompanied by a written statement signed by

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an Authorized Officer of the Company stating that no defaults in the payment of interest or Events of Default (if applicable to the Securities of that series) with respect to the Securities of that series have occurred (which have not been waived or cured). In the case of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Subordinated Securities Indenture, or (ii) pursuant to an election of the Company which is subject to a condition or computation specified in the terms of such Securities, the Company shall furnish the Trustee and the Securities Administrator with an Officer’s Certificate evidencing compliance with such restriction, condition or computation.

In the event that any election by the Company necessitates the retention of any agent by either of the Trustee or the Securities Administrator, the Company agrees that such retention shall be at the sole expense of the Company, subject to the Company’s prior approval of such agent.

Section 11.03. Redemption at the Option of the Company. The provisions of any redemption at the option of the Company shall only be applicable to a series of Securities if such applicability and the terms of such redemption are specified pursuant to Section 3.01.

Section 11.04. Mandatory Redemption. The provisions of any mandatory redemption or sinking fund payments shall only be applicable to a series of Securities if such applicability and the terms of such redemption or payments are specified pursuant to Section 3.01.

Section 11.05. Cancellation of Redeemed Securities. Any Securities that are redeemed will be cancelled.

Section 11.06. Selection by Securities Administrator of Securities to be Redeemed. If less than all the Securities of any series 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 Securities Administrator, from the Outstanding Securities of such series not previously called for redemption by random lot or by such other method as the Securities Administrator shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple of the minimum authorized incremental denomination above such minimum authorized denomination) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series or of portions of the principal amount of global Securities of such series.

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

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

Section 11.07. Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 1.06 not less than 30 and not more than 60 days prior to the Redemption Date, to the Holders of Securities to be redeemed.

All notices of redemption shall include the CUSIP number and state:

(a) the Redemption Date,

(b) the Redemption Price and any accrued interest,

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

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

(e) the place or places where such Securities are to be surrendered for payment of the Redemption Price and any accrued interest thereon, and

(f) if such be the case, that the installment of interest on Securities whose Stated Maturity is the Redemption Date is payable to the Persons in whose names such Securities are registered at the close of business on the Regular Record Date immediately preceding the Redemption Date.

Notice of redemption of Securities to be redeemed shall be given by the Company or, at the Company’s request, by the Securities Administrator in the name of, as prepared by and at the expense of the Company.

Section 11.08. Deposit of Redemption Price. Prior to the opening of business on any Redemption Date, the Company shall deposit with the Securities

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

Section 11.09. 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 together with any accrued interest thereon 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 Securities for redemption in accordance with said notice, such Securities shall be paid by the Company at the Redemption Price, together with any accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.

If the Company shall default in the payment of the Redemption Price and accrued interest on any Security called for redemption, the principal (and premium, if any) of such Security shall, until paid or until payment is provided for in accordance herewith, bear interest from the Redemption Date at the rate, if any, prescribed therefor in the Security.

So long as it is known to a Responsible Officer of the Securities Administrator that an Event of Default is continuing hereunder, the Securities Administrator shall not redeem any Securities of any series pursuant to this Article (unless all Outstanding Securities of such series are to be redeemed) or mail or give any notice of redemption of Securities except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Securities Administrator shall redeem or cause to be redeemed such Securities provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any monies theretofore or thereafter received by the Trustee or the Securities Administrator shall, during the continuance of such Event of Default, be deemed to have been collected under Article V and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 5.04 or the default cured on or before the sixtieth day preceding the Redemption Date, such monies shall hereafter be applied in accordance with the provisions of this Article.

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Section 11.10. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at any Place of Payment therefor (with, if the Company, the Trustee or the Securities Administrator so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Trustee and the Securities Administrator duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Securities Administrator 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 the Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

Section 11.11. Open Market Purchases. Notwithstanding any other provision of this Indenture or the Securities, the Company or its Affiliates may, from time to time, purchase any Securities either in the open market at prevailing prices for such Securities at such time or in private transactions at a negotiated price with the Holder or Holders thereof.

ARTICLE XII

SATISFACTION AND DISCHARGE

Section 12.01. Satisfaction and Discharge. This Subordinated Securities Indenture will be discharged and will cease to be of further effect as to all Securities of any series issued hereunder, when:

(a) either:

(i) all Securities of such series that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Securities Administrator for cancellation; or

(ii) all Securities of such series that have not been delivered to the Securities Administrator for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Securities Administrator as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on

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the Securities of such series not delivered to the Securities Administrator for cancellation for principal and accrued interest (if any) and Additional Amounts (if any) to the date of maturity or redemption;

(b) the Company has paid or caused to be paid all sums payable by it under this Subordinated Securities Indenture with respect to such series; and

(c) the Company has delivered irrevocable instructions to the Securities Administrator under this Subordinated Securities Indenture to apply the deposited money toward the payment of the Securities of such series at Maturity or on the Redemption Date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent to the satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Subordinated Securities Indenture, if money has been deposited with the Securities Administrator pursuant to subclause (ii) of clause (a) of this Section 12.01, the provisions of Sections 12.02 and 4.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 6.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02. Application of Trust Money.

Subject to the provisions of Section 4.06 hereof, all money deposited with the Securities Administrator pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Subordinated Securities Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Securities Administrator may determine, to the Persons entitled thereto, of the principal and interest (if any) and Additional Amounts (if any), for whose payment such money has been deposited with the Securities Administrator; but such money need not be segregated from other funds except to the extent required by law.

If the Securities Administrator or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Subordinated Securities Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Company has

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made any payment of principal of, or interest (if any) or Additional Amounts (if any) on, any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Securities held by the Securities Administrator or Paying Agent.

ARTICLE XIII

SUBORDINATION OF THE SECURITIES

Section 13.01. Securities Subordinate to Claims of Senior Creditors.

(a) The subordination provisions applicable to a given series of Securities shall be specified in the applicable supplemental subordinated securities indenture issued pursuant to Section 3.01, and shall be deemed to have been set forth in this Article XIII with respect to such series of Securities.

(b) Each Holder will have a right against the Company in respect of or arising under (including any damages awarded for breach of any obligations under) the Securities and this Subordinated Securities Indenture (including the applicable supplemental subordinated securities indenture) relating to them to claim for all amounts due to them in respect of the Securities including the principal amount thereof (and premium, if any) and any accrued but unpaid interest thereon.

(c) The provisions of this Article XIII shall apply only to rights or claims payable under this Article XIII or to amounts payable pursuant thereto and under any Securities of any series and nothing herein shall affect or prejudice the payment of the costs, charges, expenses, liabilities, indemnity or remuneration of either of the Trustee or the Securities Administrator.

(d) The provisions of this Article XIII shall not be applicable to any amounts in respect of any of the Securities of any series for the payment of which funds have been deposited in trust with the Securities Administrator or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Subordinated Securities Indenture; provided, however, that at the time of such deposit or setting aside, and immediately thereafter, the foregoing provisions of this Article XIII are complied with.

Section 13.02. Provisions Solely to Define Relative Rights. The provisions of this Article XIII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities of each series on the one hand and the Senior Creditors on the other hand. Nothing contained in this Article or elsewhere in this Subordinated Securities Indenture or in such Securities is

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intended to or shall (a) impair, as among the Company and the Holders of the Securities, the obligation of the Company to pay to the Holders of such claims the principal of, and premium (if any) and interest (if any) on, such Securities as and when the same shall become due and payable in accordance with their terms and this Subordinated Securities Indenture; or (b) affect the relative rights against the Company of the Holders of such Securities; or (c) prevent the Trustee or the Holder of any Securities of the series from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Securities Indenture, subject to the rights, if any, of the Senior Creditors.

Section 13.03. No Waiver of Subordination Provisions. No right of any present or future Senior Creditors to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such Senior Creditor or by any noncompliance by the Company with the terms, provisions and covenants of this Subordinated Securities Indenture, regardless of any knowledge thereof any such Senior Creditor may have or be otherwise charged with.

Section 13.04. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, the Securities Administrator and the Holders of the Securities of the series shall be entitled to rely upon (a) any order or decree entered by any court in the Grand Duchy of Luxembourg in which such bankruptcy, liquidation or winding-up of the Company or similar case or proceeding, is pending, or (b) a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee, the Securities Administrator or the Holders of such Subordinated Debt Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Senior Creditors and other claims against the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIII.

Section 13.05. Neither Trustee Nor Securities Administrator a Fiduciary for Senior Creditors. Neither the Trustee nor the Securities Administrator shall be deemed to owe any fiduciary duty to the Senior Creditors or shall be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Subordinated Securities of the series or to the Company or to any other Person cash, property or securities to which any Senior Creditors shall be entitled.

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Section 13.06. Rights of Trustee and Securities Administrator as Senior Creditor; Preservation of Trustee’s and Securities Administrator’s Rights. Each of the Trustee and the Securities Administrator in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any claims of Senior Creditors which may at any time be held by it, to the same extent as any other Senior Creditor, and nothing in this Subordinated Securities Indenture shall deprive the Trustee or the Securities Administrator of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee or the Securities Administrator under or pursuant to Section 6.07.

Section 13.07. Article Applicable to Paying Agents. At all times when a Paying Agent other than the Securities Administrator shall have been appointed by the Company and be then acting hereunder, the term “Securities Administrator” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Securities Administrator; provided, however, that Section 13.06 shall not apply to the Company or any affiliate of the Company if the Company or such affiliate acts as Paying Agent.

ARTICLE XIV

MEETINGS OF HOLDERS OF SECURITIES

Section 14.01. Call and Notice of Holders’ Meeting. A meeting of Holders of any series may be called by the Securities Administrator at any time. The Company or the Holders of at least 10% in aggregate principal amount of the then outstanding Securities of any series may call a meeting if the Company or the Holders have requested the Securities Administrator in writing to call such a meeting and the Securities Administrator has not given notice of such meeting within 20 days of receiving the request. Notices of meetings must include the time and place of the meeting and a general description of the action proposed to be taken at the meeting and must be given not less than 30 days nor more than 60 days before the date of the meeting, except that notices of meetings reconvened after adjournment must be given not less than 10 days nor more than 60 days before the date of the meeting. At any meeting, the presence of Holders holding Securities in an aggregate principal amount sufficient to take the action for which the meeting was called will constitute a quorum. Any modifications to or waivers of the Subordinated Securities Indenture or the Securities will be conclusive and binding on all Holders of Securities of such series, whether or not they have given their consent (unless required under this Subordinated Securities Indenture) or were present at any duly held meeting.

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Section 14.02. Communication by Holders of Securities with Other Holders of Securities. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Subordinated Securities Indenture or the Securities. The Company, any guarantor, the Trustee, the Securities Administrator, the Security Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 14.03. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of either of the Trustee or the Securities Administrator and its counsel and any representatives of the Company and its counsel.

Section 14.04. Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which this Subordinated Securities Indenture or the terms of such series expressly provides may be given by the Holders of not less than a specified percentage of the principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum.

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Except as limited by the proviso to Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso to Section 9.02, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Subordinated Securities Indenture or the terms of such series expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series.

Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series, whether or not present or represented at the meeting.

Section 14.05. Determination of Voting Rights; Conduct and Adjournment of Meetings.

(a) Notwithstanding any other provisions of this Subordinated Securities Indenture, the Securities Administrator may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof.

(b) The Securities Administrator shall, by an instrument in writing, appoint, a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities, in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.

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(c) Except as otherwise set forth in the applicable supplemental subordinated securities indenture issued pursuant to Section 3.01 in respect of a given series of Securities, at any meeting each Holder of a Security of such series or proxy shall be entitled to such number of votes as is equal to the ratio of the principal amount of the Outstanding Securities of such series held or represented by such Holder or proxy, divided by the minimum denomination in which the Securities were issued under the applicable supplemental subordinated securities indenture; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series duly called pursuant to Section 14.01 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice.

Section 14.06. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one, or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 14.01 and, if applicable, Section 14.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Securities Administrator to be preserved by the Securities Administrator, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

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

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IN WITNESS WHEREOF, the Company, the Securities Administrator and the Trustee have caused this Subordinated Securities Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

ARCELORMITTAL
By:	/s/ Thierry Royer
	Name: Thierry Royer
	Title: Vice President, Treasury
By:	/s/ Henk Scheffer
	Name: Henk Scheffer
	Title: Company Secretary          Advocate admitted in Rotterdam
CITIBANK, N.A., as Securities Administrator
By:	/s/ John Hannon
	Name: John Hannon
	Title: Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Michael G. Oller, Jr.
	Name: Michael G. Oller, Jr.
	Title: Assistant Vice President

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EXHIBIT A

FORM OF SECURITY¹

[Form of Face of Security]

[If an Original Issue Discount Security, insert any legend required by the Internal Revenue Code and the Regulations thereunder.]

If a Book-Entry Security—This Security is a Book-Entry Security within the meaning of the Subordinated Securities Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Subordinated Securities Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in such limited circumstances.

No. R-                     $                    

ARCELORMITTAL

promises to pay to                      or registered assigns,

the principal sum of                                                                                            DOLLARS [on                             ].

¹  To be completed and supplemented to reflect the terms of any series of Securities.

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Interest Payment Dates:[                     and                     ] of each year, commencing on                     , 20    .

Record Dates: [                     and                     ] of each year, commencing on                     , 20    .

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

Unless the Certificate of Authentication has been duly executed by the Securities Administrator by manual signature, this Security shall not be entitled to any benefits under the Subordinated Securities Indenture, or be valid or obligatory for any purpose.

Dated:                     , 20    

ARCELORMITTAL
By:
	Name:
	Title:
By:
	Name:
	Title:

This is one of the Securities referred to in the within-mentioned Subordinated Securities Indenture:

Dated:

CITIBANK, N.A., not in its individual capacity but solely as as Securities Administrator

By:

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[Back of Security]

Capitalized terms used herein have the meanings assigned to them in the Subordinated Securities Indenture referred to below unless otherwise indicated.

(1) INTEREST. ArcelorMittal, a société anonyme organized under Luxembourg law will pay interest on the principal amount of the              Securities at [    ]% per annum from [            ], [until Maturity]. The Company will pay interest and Additional Amounts, if any, pursuant to Section [    ], [semi-annually] in arrears [on                      and                     ] of each year (each an Interest Payment Date) commencing on                     , 20    , to the Holders of Securities registered as such as of close of business [on                      and                     ,] immediately preceding the relevant Interest Payment Date.

If an Interest Payment Date or the maturity date in respect of the Securities is not a Business Day in the Place of Payment, we will pay interest or principal, as the case may be, on the next Business Day. Payments postponed to the next Business Day in this situation will be treated under this Subordinated Securities Indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the Securities or this Subordinated Securities Indenture, and no interest will accrue on the postponed amount from the original due date to the next day that is a Business Day.

Interest on the Securities will accrue from the Closing Date or, if interest has already been paid, from the date it was most recently paid (each such period, an “Interest Period”). Interest on the Securities will be calculated in accordance with Section 3.10 of the Subordinated Securities Indenture.

Interest will cease to accrue on the Securities on the due date for their redemption, unless, upon such due date, payment of principal is improperly withheld or refused or if default is otherwise made in respect of payment of principal, in which case interest will continue to accrue on the Securities at the rates set forth above, as the case may be, until the earlier of (a) the day on which all sums due in respect of such Securities up to that day are received by the relevant Holder or (b) the day falling seven days after the Securities Administrator has notified the Holders of receipt of all sums due in respect of the such Securities up to that seventh day, except to the extent that there is failure in the subsequent payment to the relevant Holders following such notification.

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(2) DEFAULTED INTEREST. Any interest on the Securities which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date 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 Company, notice whereof shall be given to Holders of Securities of this series not more than 15 days and 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 Subordinated Securities Indenture.

(3) METHOD OF PAYMENT. The Company will pay interest on the Securities (except Defaulted Interest) and Additional Amounts, if any, to the Persons who are registered Holders of Securities at the close of business in New York City on [                     or                     ] (whether or not a Business Day) immediately preceding the Interest Payment Date, except as provided in Section 3.07 of the Subordinated Securities Indenture with respect to Defaulted Interest. The Securities will be payable as to principal, interest and Additional Amounts, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Amounts, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, interest and Additional Amounts, if any, on, all Securities the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be 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.

(4) PAYING AGENT AND REGISTRAR. Initially, Citibank, N.A., the Securities Administrator under the Subordinated Securities Indenture, will act as Paying Agent and Security Registrar. The Company may appoint one or more Co-Registrars and one or more additional Paying Agents. The Company may change any Paying Agent or Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(5) SUBORDINATED SECURITIES INDENTURE. The Company issued the Securities under an Subordinated Securities Indenture dated as of [            ], 2013 between the Company, the Securities Administrator and the Trustee. The terms of the Securities include those stated in the Subordinated Securities Indenture and

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those expressly made part of the Subordinated Securities Indenture by reference to the Trust Indenture Act as in effect on the date of the Subordinated Securities Indenture and, to the extent required by any amendment after such date, as so amended. The Securities are subject to all such terms, and Holders are referred to the Subordinated Securities Indenture and the U.S. Trust Indenture Act for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of the Subordinated Securities Indenture, the provisions of the Subordinated Securities Indenture shall govern and be controlling.

(6) REDEMPTION AT THE OPTION OF THE COMPANY. Redemption at the option of the Company shall only be applicable to these Securities if such applicability and the terms of such redemption are specified pursuant to Section 3.01 of the Subordinated Securities Indenture.

(7) MANDATORY REDEMPTION. Mandatory redemption or sinking fund payments shall only be applicable to these Securities if such applicability and the terms of such payments are specified pursuant to Section 3.01 of the Subordinated Securities Indenture.

(8) NOTICE OF REDEMPTION. Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder at its registered address.

(9) OFFER TO PURCHASE UPON A CHANGE OF CONTROL. A requirement for the Company to offer to purchase any Securities following a change of control shall only be applicable if such applicability and the terms of such redemption are specified pursuant to Section 3.01 of the Subordinated Securities Indenture.

(10) LEGAL DEFEASANCE AND DISCHARGE. Section 4.02 of the Subordinated Securities Indenture [shall be] applicable to the Securities.

(11) COVENANT DEFEASANCE. Section 4.03 of the Subordinated Securities Indenture [shall be] applicable to the Securities.

(12) SATISFACTION AND DISCHARGE. The Subordinated Securities Indenture specifies the means by which it may be discharged and cease to be of further effect with respect to the Securities.

(13) DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered form without coupons. The transfer of Securities may be registered and Securities may be exchanged as provided in the Subordinated Securities Indenture. The Security Registrar, the Securities Administrator and the Trustee may require a

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Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Subordinated Securities Indenture. The Company need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, the Company need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities of such series to be redeemed or selected for redemption or during the period between a record date and the corresponding Interest Payment Date.

(14) PERSONS DEEMED OWNERS. The registered Holder of a Security may be treated as its owner for all purposes.

(15) AMENDMENT, SUPPLEMENT AND WAIVER. The Subordinated Securities 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 Subordinated Securities Indenture at any time by the Company, the Securities Administrator 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 Subordinated Securities 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 Subordinated Securities Indenture and certain past defaults under the Subordinated Securities 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 set forth in the Subordinated Securities Indenture, the Subordinated Securities Indenture may be amended or modified without the consent of any Holder of Securities in order, among other things: (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for the issuance of additional Securities in accordance with the limitations set forth in the Subordinated Securities Indenture; (iii) to provide for the assumption by a successor company of the Company’s obligations under the Securities and the Subordinated Securities Indenture in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iv) to comply with any requirements of the United States Securities and Exchange Commission in connection with qualifying the Subordinated Securities Indenture under the Trust Indenture Act; or (v) to correct

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or add any other provisions with respect to matters or questions arising under the Subordinated Securities Indenture, so long as that correction or added provision will not adversely affect the interests of the Holders of the Securities in any material respect.

As set forth in the Subordinated Securities Indenture, without the consent of each Holder of an Outstanding Security affected, no amendment may, among other things: (i) modify the Stated Maturity of the Securities or the dates on which interest is payable in respect of the Securities; (ii) reduce the principal amount of, or interest on, the Securities; (iii) change the currency of payment of the Securities; (iv) impair the right of the Holders of Securities to institute suit for the enforcement of any payment on or after the date due; (v) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any modification of or waiver of compliance with any provision of the Subordinated Securities Indenture or defaults under the Subordinated Securities Indenture and their consequences; (vi) modify the provisions of the Subordinated Securities Indenture regarding the quorum required at any meeting of Holders; or (vii) modify the Subordinated Securities Indenture with respect to the subordination provisions of the Securities in a manner adverse to any Holder.

(16) DEFAULTS AND REMEDIES. Each of the following is an “Event of Default”:

(1) default in any payment of principal or any premium on any Security of a series when due (at Maturity, including upon redemption, or otherwise), which continues for 15 days;

(2) default in the payment of interest (if any) and Additional Amounts (if any) on any Security of a series when due, which continues for 30 days;

(3) the Company’s failure to comply with any other obligation contained in the Subordinated Securities Indenture (other than a covenant default in whose performance or whose breach is elsewhere in Section 5.01 of the Subordinated Securities Indenture specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given to the Company by the Trustee or the Securities Administrator written notice, as provided in accordance with Section 1.05 of the Subordinated Securities Indenture, specifying such default or breach and requiring it to be remedied;

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(4) if the Company is (or is deemed by law or a court to be) insolvent or bankrupt or presents a request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Company or any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the foregoing events; or

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

Upon the occurrence and continuation of any Event of Default, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities of the affected series may declare the principal amount of the outstanding Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), in accordance with Section 1.05 of the Subordinated Securities Indenture. Upon any such declaration, the Securities of such series shall become due and payable immediately.

At any time after such a declaration of acceleration with respect to outstanding 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 interest thereon at the rate or rates prescribed therefor in such Securities,

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

(d) all sums paid or advanced by either of the Trustee or the Securities Administrator hereunder and the reasonable and documented compensation, expenses, disbursements and advances of each of the Trustee and the Securities Administrator, 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 and other amounts of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.04 of the Subordinated Securities Indenture.

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

The Holders of a majority in aggregate principal amount of the outstanding Securities of any series by notice to the Trustee may waive any past default under the Subordinated Securities Indenture affecting such series, except an uncured default in the payment of principal of or interest on such series of Securities or an uncured default relating to a covenant or provision of the Subordinated Securities Indenture that cannot be modified or amended without the consent of each affected Holder.

Holders of a majority in aggregate principal amount of the outstanding Securities of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, in each case with respect to such series and subject to the limitations specified herein. Subject to Article VI of the Subordinated Securities Indenture relating to the Trustee’s duties, neither of the Trustee nor the Securities Administrator will be under any obligation to exercise any of its rights and powers under the Subordinated Securities Indenture unless such Holder has offered an indemnity to its reasonable satisfaction against any loss, costs, expenses and liabilities it may incur.

9

No Holder of Securities of any series will have any right to institute any proceeding with respect to the Subordinated Securities Indenture or the Securities of the series or for any remedy thereunder, unless:

(1) such Holder has previously given written notice to the Trustee at its Corporate Trust Office of a continuing Event of Default under the Securities of the series has occurred;

(2) Holders of not less than 25% in aggregate principal amount of the outstanding Securities of the relevant series have made a written request to the Trustee to institute the proceedings in respect of the Event of Default or breach in its own name as Trustee under the Subordinated Securities Indenture;

(3) the Holders of the Securities of the relevant series have offered to the Trustee reasonable indemnity against the cost and other liabilities of instituting a proceeding and provided a written request to the Trustee at its Corporate Trust Office;

(4) the Trustee for 60 days thereafter has failed to institute any such proceeding;

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of the relevant series have not given the Trustee a direction that is inconsistent with such written request; and

(6) the terms of such series of Securities do not prohibit such remedy to be sought by the Trustee and/or the Holders,

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

Notwithstanding any other provision of the Subordinated Securities Indenture, the right of any Holder of a Security to receive payment of the principal of, and interest (if any) and Additional Amounts (if any) on, the Security, on or after the respective due dates expressed in the Security (including in connection with a Change of Control Offer, if such term is defined in the relevant

10

supplemental subordinated securities indenture issued pursuant to Section 3.01 of the Subordinated Securities Indenture), or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired without the consent of such Holder.

(17) TRUSTEE AND SECURITIES ADMINISTRATOR DEALINGS WITH COMPANY. Each of the Trustee and the Securities Administrator, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee or Securities Administrator, as applicable. However, in the event that the Trustee acquires any conflicting interest as defined under the Trust Indenture Act, it must eliminate such conflict within 90 days, or resign.

(18) NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Securities or the Subordinated Securities Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

(19) AUTHENTICATION. This Security will not be valid until authenticated by the manual signature of the Securities Administrator or an authenticating agent.

(20) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(21) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities, and each of the Trustee and the Securities Administrator may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(22) Governing Law. THE SUBORDINATED SECURITIES INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF

11

NEW YORK. FOR THE AVOIDANCE OF DOUBT, THE PROVISIONS OF ARTICLE 86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL NOT APPLY TO THE SECURITIES.

The Company will furnish to any Holder upon written request and without charge a copy of the Subordinated Securities Indenture. Requests may be made to:

ArcelorMittal

24-26 boulevard d’Avranches

L-1160 Luxembourg

Grand Duchy of Luxembourg

Facsimile: +352 4792 2189

Attention: Funding Department

12

ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint                                               to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears
	on the face of this Security)

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee or the Securities Administrator, as applicable).

13

EXHIBIT B

[FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND

CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF A

PORTION OF A TEMPORARY GLOBAL SECURITY

Whenever any provision of this Subordinated Securities Indenture or the forms of Security contemplates that certification be given by Euroclear or Clearstream in connection with the exchange of a portion of a temporary global Security, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved by the Company:]

CERTIFICATE

[Insert title or sufficient description

of Securities to be delivered]

This is to certify with respect to U.S.$ principal amount of the above-captioned Securities (i) that we have received from each of the persons appearing in our records as persons entitled to a portion of such principal amount (our “Qualified Account Holders”) a certificate with respect to such portion substantially in the form attached hereto, and (ii) that we are not submitting herewith for exchange any portion of the temporary global Security representing the above-captioned Securities excepted in such certificates.

We further certify that as of the date hereof we have not received any notification from any of our Qualified Account Holders to the effect that the statements made by such Qualified Account Holders with respect to any portion of the Principal amount submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.

We understand that this certificate may be required in connection with certain securities and tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

Dated:                     , 20    

[To be dated no earlier than

the Exchange Date]

14

[EUROCLEAR BANK S.A./N.V., as Operator

of the Euroclear System] [CLEARSTREAM

BANKING, SOCIETE ANONYME]

By:

15

EXHIBIT C

[FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND

CLEARSTREAM TO OBTAIN INTEREST PRIOR TO AN EXCHANGE

DATE

Whenever any provision of this Subordinated Securities Indenture or the forms of Security contemplates that certification be given by Euroclear or Clearstream to obtain interest prior to an Exchange Date, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved by the Company:]

CERTIFICATE

[Insert title or sufficient description of Securities]

We confirm that the interest payable on the Interest Payment Date on [Insert Date] will be paid to each of the persons appearing in our records as being entitled to interest payable on such date from whom we have received a written certification, dated not earlier than such Interest Payment Date, substantially in the form attached hereto. We undertake to retain certificates received from our member organizations in connection herewith for four years from the end of the calendar year in which such certificates are received.

We undertake that any interest received by us and not paid as provided above shall be returned to the Securities Administrator for the above Securities immediately prior to the expiration of two years after such Interest Payment Date in order to be returned by such Securities Administrator to the above issuer at the end of two years after such Interest Payment Date.

Dated:                     , 20    

[To be dated on or after

the relevant Interest

Payment Date]

[EUROCLEAR BANK S.A./N.V., as Operator of the Euroclear System] [CLEARSTREAM BANKING, SOCIETE ANONYME]

By:

C-1

EX-4.2

Exhibit 4.2

EXECUTION VERSION

ARCELORMITTAL,

as Company,

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,

and

CITIBANK, N.A.,

as Securities Administrator

Supplemental Indenture

Dated as of January 16, 2013

Supplemental to Subordinated Securities Indenture

Dated as of January 16, 2013

6.00% Mandatorily Convertible Subordinated Notes due 2016

TABLE OF CONTENTS

			Page
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION				2
	SECTION 1.01.	SCOPE OF SUPPLEMENTAL INDENTURE		2
	SECTION 1.02.	DEFINITIONS		2
ARTICLE 2 THE SECURITIES				14
	SECTION 2.01.	TITLE AND TERMS; PAYMENTS		14
	SECTION 2.02.	BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES		15
	SECTION 2.03.	ADDITIONAL AMOUNTS		16
	SECTION 2.04.	COMPANY PURCHASES OF NOTES		18
	SECTION 2.05.	SUBORDINATION		18
ARTICLE 3 INTEREST				18
	SECTION 3.01.	INTEREST RATE		18
	SECTION 3.02.	OPTIONAL DEFERRAL OF INTEREST PAYMENTS		19
	SECTION 3.03.	PAYMENT OF OPTIONALLY OUTSTANDING PAYMENTS		19
	SECTION 3.04.	ACCRUAL OF INTEREST		19
ARTICLE 4 CONVERSION				19
	SECTION 4.01.	MANDATORY CONVERSION		19
	SECTION 4.02.	VOLUNTARY CONVERSION		20
	SECTION 4.03.	FRACTIONAL ORDINARY SHARES		22
	SECTION 4.04.	CONVERSION PROCEDURES		22
	SECTION 4.05.	ADJUSTMENT OF CONVERSION PRICE AND CONVERSION RATIO		24
	SECTION 4.06.	TAXES ON ORDINARY SHARES ISSUED		30
	SECTION 4.07.	RESERVATION OF ORDINARY SHARES; ORDINARY SHARES TO BE FULLY PAID; COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; LISTING OF ORDINARY SHARES		31
	SECTION 4.08.	INABILITY TO DELIVER SETTLEMENT SHARES		31
	SECTION 4.09.	LIMITED RESPONSIBILITY OF TRUSTEE, SECURITIES ADMINISTRATOR AND CONVERSION AGENT		32
	SECTION 4.10.	NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS		32
	SECTION 4.11.	STOCKHOLDER RIGHTS PLAN		33
	SECTION 4.12.	NOTICE OF SOURCE SHARES		33
ARTICLE 5 REMEDIES				33
	SECTION 5.01.	APPLICABILITY OF ARTICLE V OF THE BASE INDENTURE		33
	SECTION 5.02.	ENFORCEMENT EVENTS		33
	SECTION 5.03.	TERMINATION RIGHTS OF THE HOLDERS		34
ARTICLE 6 SATISFACTION AND DISCHARGE				34
	SECTION 6.01.	SATISFACTION AND DISCHARGE OF THE SUPPLEMENTAL INDENTURE		34
	SECTION 6.02.	DEPOSITED MONIES TO BE HELD IN TRUST BY SECURITIES ADMINISTRATOR		35
	SECTION 6.03.	PAYING AGENT TO REPAY MONIES HELD		35
	SECTION 6.04.	RETURN OF UNCLAIMED MONIES		35
	SECTION 6.05.	REINSTATEMENT		36
ARTICLE 7 SUPPLEMENTAL INDENTURES				36
	SECTION 7.01.	AMENDMENTS OR SUPPLEMENTS WITHOUT CONSENT OF HOLDERS		36
	SECTION 7.02.	AMENDMENTS, SUPPLEMENTS OR WAIVERS WITH CONSENT OF HOLDERS		36
	SECTION 7.03.	HOLDERS APPROVAL OF AMENDMENTS		37
	SECTION 7.04.	EXECUTION OF SUPPLEMENTAL INDENTURE		37
ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER				37
	SECTION 8.01.	APPLICABILITY OF ARTICLE VIII OF THE BASE INDENTURE		37
	SECTION 8.02.	COMPANY MAY CONSOLIDATE, MERGE, ETC. ON CERTAIN TERMS		37

-i-

TABLE OF CONTENTS

(continued)

			Page
	SECTION 8.03.	SUCCESSOR COMPANY TO BE SUBSTITUTED		38
ARTICLE 9 COVENANTS				39
	SECTION 9.01.	AGENTS		39
	SECTION 9.02.	SHARE CAPITAL		39
ARTICLE 10 INAPPLICABLE PROVISIONS OF THE BASE INDENTURE				39
	SECTION 10.01.	NO REDEMPTION		39
	SECTION 10.02.	NO LEGAL DEFEASANCE OR COVENANT DEFEASANCE		39
	SECTION 10.03.	NO OFFER TO PURCHASE UPON A CHANGE OF CONTROL		39
ARTICLE 11 MISCELLANEOUS				39
	SECTION 11.01.	GOVERNING LAW		39
	SECTION 11.02.	JURISDICTION		39
	SECTION 11.03.	HOLDERS’ RIGHTS IN PROCEEDINGS		40
	SECTION 11.04.	NOTICES		40
	SECTION 11.05.	PAYMENTS ON BUSINESS DAYS		40
	SECTION 11.06.	NO SECURITY INTEREST CREATED		40
	SECTION 11.07.	TRUST INDENTURE ACT		41
	SECTION 11.08.	BENEFITS OF INDENTURE		41
	SECTION 11.09.	CALCULATIONS		41
	SECTION 11.10.	EFFECT OF HEADINGS AND TABLE OF CONTENTS		41
	SECTION 11.11.	EXECUTION IN COUNTERPARTS		41
	SECTION 11.12.	SEPARABILITY CLAUSE		41
EXHIBITS
	Exhibit A	Form of Note		A-1
	Exhibit B	Form of Conversion Notice		B-1
	Exhibit C	Form of Assignment and Transfer		C-1

-ii-

SUPPLEMENTAL INDENTURE, dated as of January 16, 2013, (this “Supplemental Indenture”) among ArcelorMittal, a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg (the “Company”), Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”) under the Subordinated Securities Indenture dated as of January 16, 2013, among the company, the Trustee and the Securities Administrator (the “Base Indenture”), and Citibank, N.A., a national banking association, as securities administrator (the “Securities Administrator”) under the Base Indenture.

RECITALS OF THE COMPANY

WHEREAS, the Company executed and delivered the Base Indenture to the Trustee and the Securities Administrator to provide, among other things, for the issuance, from time to time, of the Company’s unsecured subordinated Securities, in an unlimited aggregate principal amount, in one or more series to be established by the Company under, and authenticated and delivered as provided in, the Base Indenture;

WHEREAS, Section 9.01(h) of the Base Indenture provides for the Company, the Trustee and the Securities Administrator to enter into an indenture supplemental to the Base Indenture to establish the form and terms of Securities of any series as contemplated by Sections 2.01 and 3.01 of the Base Indenture;

WHEREAS, the Board of Directors has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture;

WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to establish a new series of its Securities to be known as its “6.00% Mandatorily Convertible Subordinated Notes due 2016” (the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture;

WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note and the Form of Conversion Notice and Form of Assignment and Transfer contemplated under the terms of the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, the Company has requested that the Trustee and the Securities Administrator execute and deliver this Supplemental Indenture, and all requirements necessary to make (i) this Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and authenticated and delivered by the Securities Administrator, the valid obligations of the Company, have been performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the benefit of the Company and the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Scope of Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the Notes, which may be issued from time to time, and shall not apply to any other Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. The provisions of this Supplemental Indenture shall supersede any corresponding provisions in the Base Indenture.

SECTION 1.02. Definitions. For all purposes of the Indenture, except as otherwise expressly provided or unless the context otherwise requires:

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

(ii) all words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meanings as in the Base Indenture;

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

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

“Accelerated Conversion Notice” has the meaning specified in Section 4.01(b).

“Accelerated Mandatory Conversion Date” means the sixth Trading Day following the date on which the Accelerated Conversion Notice is published.

A “Accelerated Mandatory Conversion Event” will occur if:

(i) a Rating Event occurs;

(ii) the Company fails to pay any amount or deliver any Ordinary Shares under the Notes within 30 days from the relevant due date; or

(iii) the Company fails duly to perform any other obligation arising under the terms of the Notes which failure is not capable of remedy or, if such failure is capable of remedy, such failure continues for more than 60 days.

“Additional Amounts” has the meaning specified in Section 2.03(a).

“Additional Interest Amount” has the meaning set out in Section 3.02.

“Additional Notes” has the meaning specified in Section 2.01(e).

2

“Agents” means the Trustee, the Securities Administrator, the Calculation Agent, the Paying Agents, the Conversion Agents and the Transfer Agent.

“Agent Members” has the meaning specified in Section 2.02(a).

A “Bankruptcy, Dissolution or Liquidation Event” will occur if a judgment is issued for the bankruptcy (faillite), dissolution or liquidation (liquidation judiciaire) of the Company or the Company is wound-up, dissolved or liquidated for any other reason, in each case, other than for the purposes of, or pursuant to, a merger, amalgamation, reorganization, division or restructuring while solvent, where the (or a) continuing entity assumes substantially all of the assets and obligations of the Company (including, for the avoidance of doubt, the Notes).

“Base Indenture” has the meaning specified in the first paragraph of this Supplemental Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York, New York, Paris, Luxembourg or Amsterdam or a Place of Payment (which will have been notified in writing to the Trustee and the Securities Administrator) are generally closed for business.

“Calculation Agent” means Conv-Ex Advisors Limited.

“Calculation Period” means:

(i) in the case of mandatory conversion of the Notes pursuant to Section 4.01(a), the 20 consecutive Trading Days immediately preceding the third Trading Day immediately preceding the Maturity Date; and

(ii) in the case of voluntary conversion of the Notes during a Special Voluntary Conversion Period, the 20 consecutive Trading Days immediately preceding the relevant Voluntary Conversion Date.

“Change of Control” means:

(i) one or more individuals or corporate entities (other than the Mittal Family), acting alone or in concert, acquiring the control of the Company, with “control” meaning the holding (directly or indirectly via companies controlled by the relevant Person(s)), of:

(a) the majority of the voting rights of the Ordinary Shares; or

(b) more than 33 ¹/₃% of such voting rights if no other shareholder of the Company (including, for the avoidance of doubt, the Mittal Family), acting alone or in concert, holds (directly or indirectly via companies controlled by such shareholder) more than 40% of the voting rights attached to the Ordinary Shares; or

(ii) consummation of any recapitalization, reclassification, share exchange, consolidation, merger or any other transaction or event, or series of transactions or

3

events, pursuant to which all or substantially all of the Ordinary Shares are exchanged for or converted into cash, securities or other property, 10% or more of which is not listed on a United States national securities exchange;

provided that, notwithstanding the foregoing, a “Change of Control” shall be deemed to have occurred, and each Holder will be entitled to convert each of its Notes into Settlement Shares at the Maximum Conversion Ratio, if (x) the Public Offer is an MTO or (y) the Public Offer was a voluntary offer but the CSSF determines prior to the end of the tender period of the Public Offer that the offeror must, following the completion of the voluntary Public Offer, launch an MTO (the “MTO Determination”), unless, in each case, the Mittal Family holds more than 40% of the voting rights attached to the Ordinary Shares at the time the MTO was launched (in the case of (x)) or determined to be required (in the case of (y)).

“Clearing System” means Euroclear and Clearstream Luxembourg.

“close of business” means 5:00 p.m. (New York City time).

“Compulsory Payment Event” means the occurrence of any of the following events:

(i) the shareholders of the Company or any Subsidiary of the Company have resolved at the annual general meeting on the proposal by the Board of Directors to pay or distribute a dividend or make a payment on any Junior Securities or the Board of Directors, or any Subsidiary of the Company, has declared the payment or distribution of, an interim dividend in respect of any Junior Securities, in each case other than (x) a dividend, distribution or payment which is made in the form of the further issuance of any Junior Securities; (y) a dividend, distribution or payment on any Junior Securities which is made to the Company or another member of the Group; or (z) any dividend which the Company resolved to pay at the Company’s annual general meeting of May 8, 2012;

(ii) the Company or any Subsidiary of the Company has, directly or indirectly, declared or made any discretionary distribution payment on any Parity Security (it being understood that any payment of interest (other than a payment of accrued interest upon a voluntary conversion into Ordinary Shares) on any Parity Security that permits optional deferral of interest is a Compulsory Payment Event); or

(iii) the Company or any Subsidiary of the Company redeems Junior Securities or Parity Securities or the Company or any Subsidiary of the Company repurchases or otherwise acquires any Junior Securities or Parity Securities (other than (u) in connection with any existing or future buy-back program, share option or free share allocation plan or any employee benefit plans or similar arrangements with or for the benefit of employees, officers, directors or consultants, (v) as a result of the exchange or conversion of one class of Junior Securities or Parity Securities for another class, (w) in the case of Parity Securities only, such redemption or acquisition is below par, (x) in connection with any repurchase or acquisition of Junior Securities or Parity Securities from other companies in the Group, (y) in the event that the Company or any Subsidiary of the Company receives Junior Securities or Parity Securities as consideration for a sale of assets to third parties, or (z) a repurchase in connection with any obligation of the

4

Company or any Subsidiary of the Company to deliver at least an equal nominal amount of Junior Securities to the holders of any convertible or exchangeable bond issued by the Company or any Subsidiary of the Company (whether or not any holder of such convertible or exchangeable bond exercises its conversion or exchange right)),

except in each case (i), (ii) and (iii) above if the Company or the relevant Subsidiary is obliged under the terms and conditions of such Junior Securities or Parity Securities to make such payment, such redemption, such repurchase or such other acquisition.

“Conversion Agents” means the Securities Administrator (the “Principal Conversion Agent”) together with any additional conversion agent appointed by the Company in accordance with Section 9.01.

“Conversion Date” means an Accelerated Mandatory Conversion Date, an Optional Mandatory Conversion Date or a Voluntary Conversion Date, and the Maturity Date.

“Conversion Notice” has the meaning specified in Section 4.04(b).

“Conversion Period” means the period from, and including, the Issue Date to, and including, the earlier of the following days:

(i) the 25th Trading Day prior to the Maturity Date, provided that if such day is not a Business Day, the Business Day immediately preceding such day; and

(ii) if the day pursuant to clause (i) falls within an Excluded Period, the first Business Day prior to the beginning of such Excluded Period.

“Conversion Price” means each of the Minimum Conversion Price and the Maximum Conversion Price.

“Conversion Ratio” means each of the Maximum Conversion Ratio and the Minimum Conversion Ratio.

“CSSF” means the Commission de Surveillance du Secteur Financier.

“Current Market Value” means in respect of one Settlement Share the value of such Settlement Share, determined on the basis of the simple arithmetic average of the Share Prices during a period of 30 consecutive Trading Days ending on the second Trading Day prior to the day on which the event described in Section 5.03 occurs, rounded to two decimal places with $0.005 being rounded upwards.

“Custodian” means any bank or other financial institution with which a Holder maintains a securities account in respect of any Notes and having an account maintained with the Clearing System.

5

“Daily Relevant Conversion Ratio” means the Conversion Ratio calculated by the Calculation Agent for each Trading Day of the relevant Calculation Period as follows:

(i) if the Share Price on such Trading Day is less than or equal to the Minimum Conversion Price, the Daily Relevant Conversion Ratio for such Trading Day will be equal to the Maximum Conversion Ratio on such Trading Day;

(ii) if the Share Price on such Trading Day is greater than or equal to the Maximum Conversion Price, the Daily Relevant Conversion Ratio for such Trading Day will be equal to the Minimum Conversion Ratio on such Trading Day; and

(iii) if the Share Price on such Trading Day is greater than the Minimum Conversion Price but less than the Maximum Conversion Price, the Daily Relevant Conversion Ratio for such Trading Day will be equal to $25 divided by the Share Price on such Trading Day.

“DWAC” means a Deposit/Withdrawal at Custodian, or any successor method of transfer, initiated in accordance with the procedures of the Depository.

“Enforcement Event” means each of (i) a Non-payment Event and (ii) a Bankruptcy, Dissolution or Liquidation Event.

“Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System.

“European Registry Shares” means Ordinary Shares which are registered in a local shareholders’ register kept on behalf of the Company by BNP Paribas Securities Services (or its successor) (the “European Share Depositary”) in The Netherlands or directly on the Company’s Luxembourg shareholders’ register without being held on the Company’s local shareholders’ register kept in The Netherlands.

“Excluded Period” means any of the following periods:

(i) in connection with any shareholders’ meeting of the Company, the period from, and including, the 21st day prior to such shareholders’ meeting to, but excluding, the Business Day following such shareholders’ meeting;

(ii) a period of 14 days ending on the last day of the Financial Year of the Company; and

(iii) a period commencing on the day on which an offer by the Company to its shareholders inviting them to subscribe to Ordinary Shares, warrants on Ordinary Shares or notes with conversion or option rights or obligations or profit participation rights (including but not limited to offers regarding spin-offs) is published, and ending on the last day of the subscription period (both dates inclusive).

“Financial Year” means the financial year as set out in the Company’s articles of association.

“Fitch” means Fitch Ratings.

6

A “Free-Float Event” will occur if at any time the Free Float is less than 30% of the issued and outstanding Ordinary Shares on each Trading Day in a period of not less than 20 consecutive Trading Days, and where “Free Float” means all issued and outstanding Ordinary Shares less the aggregate of those Ordinary Shares held by the Mittal Family acting alone or in concert with others.

“Global Note” means any Note that is in global form.

“Group” means the Company and its Subsidiaries taken as a whole.

“Holder” or other similar terms as applied to any Note, means any Person in whose name at the time a particular Note is registered in the Security Register.

“Indenture” means the Base Indenture, as originally executed and as supplemented and amended from time to time by one or more indentures supplemental hereto, including this Supplemental Indenture, entered into pursuant to the applicable provisions of the Base Indenture, 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 the Base Indenture, this Supplemental Indenture and any other such supplemental indenture, respectively.

“Initial Notes” has the meaning specified in Section 2.01(e).

“interest” means, when used with reference to the Notes, any interest payable under the terms of the Notes, including Additional Amounts, if any.

“Interest Payment Date” means, with respect to the payment of interest on the Notes, each January 15, April 15, July 15 and October 15 of each year, commencing on April 15, 2013.

“Issue Date” means January 16, 2013.

“Junior Securities” means (i) the Ordinary Shares, (ii) any other shares of any class of the Company (if any) ranking pari passu among themselves and pari passu with the Ordinary Shares, (iii) any other securities or other instruments issued directly by the Company and which rank or are expressed to rank junior to the Company’s obligations under the Notes or (iv) any guarantees or support agreements entered into by the Company which (x) rank or are expressed to rank junior to the Company’s obligations under the Notes and (y) benefit the terms of any other securities or other instruments issued by any Subsidiary of the Company.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Takeover Law” means the loi du 19 mai 2006 concernant les offres publiques d’acquisition.

“Make-whole Amount” or “M” means the approximate value of the embedded option right that has not yet been compensated for up to the Settlement Date, calculated by the Calculation Agent pursuant to the following formula:

M      =      A      ×      c      

   t

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where:

A	=	$4.18;
c	=	the number of days from, and including, the relevant Settlement Date to but, excluding, the Maturity Date; and
t	=	the number of days from, and including, the Issue Date to, but excluding, the Maturity Date.

“Make-whole Reference Date” has the meaning specified in the definition of “Special Voluntary Conversion Period” in this Section 1.02.

“Mandatory Interest Payment Date” means the earliest of:

(i) the date falling 10 Business Days after the date on which a Compulsory Payment Event has occurred;

(ii) the next Interest Payment Date on which the Company elects to pay Optionally Outstanding Payments, so long as the Company has validly given not less than ten nor more than 15 Business Days’ notice as set forth under the Indenture;

(iii) the date on which the Company fails to pay any amount due under the Notes other than pursuant to an election not to pay interest pursuant to Section 3.02;

(iv) the date on which an Enforcement Event occurs;

(v) the Settlement Date of any mandatory conversion of Notes; and

(vi) the Settlement Date for any conversion of Notes during a Special Voluntary Conversion Period.

“Maturity Date” means January 15, 2016.

“Maximum Conversion Price” means initially $20.94 per Ordinary Share, subject to adjustment as provided for in Section 4.05, in which case “Maximum Conversion Price” means the Maximum Conversion Price as adjusted from time to time.

“Maximum Conversion Ratio” or “MaxCR” means, with respect to each Note, initially 1.49254 Ordinary Shares (equal to $25 divided by the Minimum Conversion Price), subject to adjustment as provided for in Section 4.05, in which case “Maximum Conversion Ratio” means the Maximum Conversion Ratio as adjusted from time to time.

“Minimum Conversion Price” means initially $16.75 per Ordinary Share, subject to adjustment as provided for in Section 4.05, in which case “Minimum Conversion Price” means the Minimum Conversion Price as adjusted from time to time.

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“Minimum Conversion Ratio” means, with respect to each Note, initially 1.19389 Ordinary Shares (equal to $25 divided by the Maximum Conversion Price), subject to adjustment as provided for in Section 4.05, in which case “Minimum Conversion Ratio” means the Minimum Conversion Price as adjusted from time to time.

“Moody’s” means Moody’s Investors Service Limited.

“MTO” means a mandatory takeover bid under the Luxembourg Takeover Law.

“MTO Determination” has the meaning specified in the definition of “Change of Control” in this Section 1.02.

“New York Registry Shares” means Ordinary Shares which are registered in a local shareholders’ register kept on behalf of the Company by Citibank, N.A. (or its successor).

A “Non-payment Event” will occur if (i) any amount of interest on (including Optionally Outstanding Payments) or any other payment due in respect of any Note is not paid on the due date thereof (without prejudice to the Company’s right to defer payment of interest in accordance with Section 3.02) and such non-payment is not remedied within a period of 20 days or (ii) any Settlement Shares are not delivered on the relevant Settlement Date (or the Settlement Date that would have occurred without regard to the Company’s right to suspend conversion in accordance with Section 4.08) and such non-delivery is not remedied within a period of 60 days.

“Note” or “Notes” has the meaning specified in the fourth paragraph of the recitals of this Supplemental Indenture, and shall include any Additional Notes issued pursuant to Section 2.01 hereof.

“Optional Mandatory Conversion Date” has the meaning specified in Section 4.01(c).

“Optionally Deferred Payments” has the meaning specified in Section 3.02.

“Optionally Outstanding Payments” has the meaning specified in Section 3.02.

“Ordinary Shares” means the ordinary shares in the capital of the Company.

“Parity Securities” means any (i) securities or other instruments issued directly by the Company and which rank or are expressed to rank pari passu with the Company’s obligations under the Notes or (ii) any guarantees or support agreements which (x) rank or are expressed to rank pari passu with the Company’s obligations under the Notes and (y) benefit the terms of any other securities or other instruments issued by any Subsidiary of the Company.

“Paying Agents” means the Securities Administrator (the “Principal Paying Agent”) together with any additional paying agent appointed by the Company in accordance with Section 9.01.

“Physical Notes” means certificated Notes that are not in global form and are issued in denominations of $25 principal amount and multiples thereof.

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“Public Offer” means a public tender or exchange offer for the Ordinary Shares following:

(i) the approval of such offer by the CSSF in case the Public Offer is within the scope of the Luxembourg Takeover Law;

(ii) the non-objection by the CSSF in case the Public Offer is outside the scope of the Luxembourg Takeover Law, and such Public Offer could if successful result in, or is itself the result of, a Change of Control; or

(iii) the filing of a Schedule TO or any other form under U.S. securities laws publicly announcing an offer or intention to offer to purchase Ordinary Shares which, if consummated, would result in a Change of Control.

A “Rating Event” occurs if the corporate credit rating of the Company from each of Moody’s, S&P, and Fitch, or any of their respective successors (each a “Rating Agency”):

(i) falls below Ba3 (in the case of Moody’s), BB- (in the case of S&P) and BB- (in the case of Fitch), as applicable, and the Company does not within a 30 day period subsequently receive a rating of Ba3/ BB-/ BB- (or higher), respectively, by at least one of the Rating Agencies; or

(ii) is withdrawn by all of the Rating Agencies, and is not reinstated to a rating of Ba3/ BB-/ BB- (or higher), respectively, by at least one of the Rating Agencies within a 30 day period subsequent to such withdrawal.

If the rating designations employed by any Rating Agency are changed from that which is described above, the Company shall determine, with the agreement of the Principal Conversion Agent, the new rating designations such Rating Agency as are most equivalent to the prior rating designations of such Rating Agency.

“Record Date” means the date by reference to which the holding of Ordinary Shares is determined for purposes of assessing to which shareholders a dividend, a distribution or an allocation, whether declared or resolved on such date or previously declared or resolved, should be paid or delivered.

“Redemption Amount” means the product of (x) the Current Market Value and (y) the Maximum Conversion Ratio (without rounding, including fractions of Ordinary Shares).

“Regular Record Date” means, with respect to the payment of interest on the Notes, the January 1 (whether or not a Business Day) immediately preceding an Interest Payment Date on January 15, the April 1 (whether or not a Business Day) immediately preceding an Interest Payment Date on April 15, the July 1 (whether or not a Business Day) immediately preceding an Interest Payment Date on July 15 and the October 1 (whether or not a Business Day) immediately preceding an Interest Payment Date on October 15.

“Relevant Conversion Ratio” or “RelCR” means the arithmetic average of the Daily Relevant Conversion Ratios (rounded to five decimal places with 0.000005 being rounded upwards) calculated by the Calculation Agent on the basis of the Share Prices on each Trading Day during the relevant Calculation Period.

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“Relevant Event” means:

(i) the occurrence of a Public Offer;

(ii) the occurrence of a Change of Control;

(iii) the public announcement by the Company of any transaction or event which resulted in a Free-Float Event or any agreement or understanding which would, if consummated, result in a Change of Control or Free-Float Event; or

(iv) the public announcement by any member or affiliate of the Mittal Family of any tender or exchange offer which would, if consummated, result in a Free-Float Event.

“Relevant Event Conversion Ratio” or “RelEvCR” means the conversion ratio calculated by the Calculation Agent in accordance with the following formula:

RelEvCR      =      RelCR      +      (MaxCR       -      RelCR)      ×      c      

          t

where “c” means the number of days from, and including, the relevant Make-whole Reference Date to, but excluding, the Maturity Date; “t” means the number of days from, and including, the Issue Date to, but excluding, the Maturity Date; and “RelCR” and “MaxCR” have the respective meanings specified in this Section 1.02.

“Relevant Jurisdiction” has the meaning specified in Section 2.03(a).

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Creditors” means all of the Company’s:

(i) unsubordinated obligations;

(ii) subordinated obligations except for Parity Securities and Junior Securities; and

(iii) subordinated obligations required to be preferred by law.

“Settlement Date” means the date for the delivery of any Settlement Shares as described in this Supplemental Indenture which will be:

(i) in the case of mandatory conversion pursuant to Section 4.01(a), the Maturity Date;

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(ii) in the case of mandatory conversion pursuant to Section 4.01(b), the Accelerated Mandatory Conversion Date;

(iii) in the case of mandatory conversion pursuant to Section 4.01(c), the Optional Mandatory Conversion Date;

(iv) in the case of voluntary conversion pursuant to Section 4.02(a), the sixth Business Day following the relevant Voluntary Conversion Date; or

(v) in the case of voluntary conversion pursuant to Section 4.02(b), the third Business Day following the relevant Voluntary Conversion Date;

in each case provided that if a Settlement Disruption Event occurs on the Settlement Date, and delivery of any Settlement Shares cannot be effected on the Settlement Date, then the Settlement Date with respect to such Settlement Shares will be postponed until the first succeeding Business Day on which delivery of the Settlement Shares can take place through the Depository or in any other commercially reasonable manner.

“Settlement Disruption Event” means an event beyond the control of the Company as a result of which the Depository cannot settle the book-entry transfer of the relevant Settlement Shares.

“Settlement Shares” means the Ordinary Shares to be delivered by the Company upon conversion.

“Share Price” means on any Trading Day the volume-weighted average price of an Ordinary Share on the Stock Exchange as reported by Bloomberg (or any successor service) under the page “MT:NA <equity> AQR” or, if unavailable, the volume-weighted average price of an Ordinary Share on the Stock Exchange in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on the Stock Exchange, in each case converted if necessary into U.S. dollars using the rate provided by the European Central Bank on such Trading Day (or, if such rate is not available, such other rate as, in the reasonable opinion of the Company, may be substituted for it) and rounding the resultant amount to the nearest $0.01 ($0.005 being rounded upwards), or, if the Ordinary Shares are not listed on the Stock Exchange, as reasonably determined by an independent investment banking firm of international reputation selected by the Company using a volume-weighted method. Any reference in this Supplemental Indenture to the “Share Price” will include, if the Share Price is discontinued, a reference to a quotation which replaces the Share Price by operation of law or on the basis of generally accepted market practice; provided that, if at any time during any calculation period described in this Supplemental Indenture, the Ordinary Shares will have been quoted ex-dividend, ex-distribution or ex-any other entitlement to another security or asset and during some other part of such period will have been quoted cum-dividend, cum-distribution or cum any other entitlement to another security or asset, then the Share Price on each Trading Day during such period on which the Ordinary Shares will have been quoted cum-dividend, cum-distribution or cum any other entitlement to another security or asset will, for the purpose of this definition, be deemed to be the quoted price thereof reduced by an amount equal to the value of such dividend, distribution or other entitlement per Ordinary Share.

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“Special Voluntary Conversion Period” means any period during the Conversion Period between, and including, the following days:

(i) in the case of a Public Offer, the first day on which the Ordinary Shares may be tendered in the Public Offer, or, in the case of any other Relevant Event, the first date of its public announcement (the “Make-whole Reference Date”); and

(ii)(A) if the Public Offer results in the offeror acquiring “control” within the meaning of the Luxembourg Takeover Law, the last day of the re-opened acceptance period under article 7(3) of the Luxembourg Takeover Law;

(B) if the Public Offer consists of a consolidation of existing control by the offeror or if the Public Offer does not result in the offeror acquiring “control” within the meaning of the Luxembourg Takeover Law, the date on which the final Public Offer results are published;

(C) if the offeror withdraws its Public Offer, the date on which notice of such withdrawal is published; or

(D) in the case of a Relevant Event other than a Public Offer, the date that is 20 Business Days after the occurrence of such Relevant Event;

provided that, notwithstanding the foregoing, in case of a voluntary Public Offer covered by clause (ii) of the proviso to the definition of Change of Control in this Section 1.02, but in the event the Mittal Family does not hold more than 40% of the voting rights attached to the Ordinary Shares at the time the MTO was launched, the Special Voluntary Conversion Period will be the period between, and including, (x) the publication date of the MTO Determination and (y) the end of the tender period of such voluntary Public Offer as determined in clause (ii) above. In addition, for the avoidance of doubt, following the end of the tender period of such voluntary Public Offer, a Special Voluntary Conversion Period will begin as set out in this paragraph in respect of the MTO subsequently launched as a result of the MTO Determination.

“Stated Interest Rate” has the meaning specified in Section 3.01.

“Stock Exchange” means the NYSE Euronext Amsterdam or, if the Ordinary Shares cease to be listed on such exchange, the NYSE Euronext Paris, or if not listed on the NYSE Euronext Paris, the principal United States national securities exchange on which the Ordinary Shares are listed, quoted or traded or, if not listed on a United States national securities exchange, the principal other market or exchange on which the Ordinary Shares are then listed, quoted or admitted for trading.

“Substitute Shares” has the meaning specified in Section 4.05(b)(vi).

“Successor Company” has the meaning specified in Section 8.02(a).

“Supplemental Indenture” has the meaning specified in the first paragraph hereof.

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“Trading Day” means any day when the Stock Exchange quotes the Ordinary Shares for the entire trading day.

“Transfer Agent” means the Securities Administrator.

“Underwriters” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities AG, London Bank, Goldman, Sachs & Co. and Crédit Agricole Corporate and Investment Bank.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect in the State of New York.

“Voluntary Conversion Date” means the Business Day on which the Voluntary Conversion Right has been exercised in accordance with the provisions of Section 4.04(b), or, if such day falls within an Excluded Period, the first Business Day after the end of such Excluded Period. If such day falls after the Conversion Period, the Voluntary Conversion Right will not have been validly exercised.

“Voluntary Conversion Right” has the meaning specified in Section 4.02(a).

ARTICLE 2

THE SECURITIES

SECTION 2.01. Title and Terms; Payments.

(a) There is hereby established a series of Securities designated the “6.00% Mandatorily Convertible Subordinated Notes due 2016” initially limited in aggregate principal amount to $2,250,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Notes pursuant to Section 3.03 of the Base Indenture.

(b) The Notes shall be issued in denominations of $25 stated principal amount and integral multiples thereof.

(c) The Notes shall not be redeemable or terminable prior to the Maturity Date (except that they may be converted automatically as provided in Section 4.01(b), at the Company’s option as provided in Section 4.01(c) or at Holders’ option as provided in Section 4.02 or declared due and payable at the Holders’ option as provided in Section 5.03) and shall not be subject to any sinking fund.

(d) The Notes shall be mandatorily convertible on the Maturity Date as provided in Section 4.01(a) or any Accelerated Mandatory Conversion Date as provided in Section 4.01(b).

(e) The Company may from time to time hereafter, without the consent of the Holders, issue additional notes (“Additional Notes”) under the Indenture with identical terms (save for the inter alia the Issue Date), so that the same will be consolidated, form a single issue with and increase the aggregate principal amount of the Notes issued on the date of this Supplemental Indenture (the “Initial Notes”); provided that if such Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional

14

Notes will have a CUSIP, ISIN, or other identifying number that differs from that of the Initial Notes. The Company shall provide notice to the Holders of any issuance of Additional Notes prior to the issuance thereof.

(f) The Form of Note, the Form of Conversion Notice and the Form of Assignment and Transfer shall be substantially as set forth in Exhibits A, B and C, respectively, hereto, which are incorporated into and shall be deemed a part of this Supplemental Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the 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 as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company executing such Notes, as evidenced by their execution of the Notes.

(g) The Company shall wire, through the facilities of the Securities Administrator, any payments on any Global Note in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Note. The Company has initially designated the Securities Administrator as the Principal Paying Agent and Security Registrar in respect of the Notes and its agency at its applicable Corporate Trust Office as a place where Notes may be presented for payment or for registration of transfer.

SECTION 2.02. Book-Entry Provisions for Global Notes. (a) The Notes initially shall be issued in the form of one or more Global Notes without interest coupons (i) registered in the name of Cede & Co., as nominee of the Depository, and (ii) delivered to the Securities Administrator as custodian for the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Supplemental Indenture or the Base Indenture with respect to any Global Note held on their behalf by the Depository, or the Securities Administrator as its custodian, or under the Global Note, and Cede & Co., or such other Person designated by the Depository as its nominee, may be treated by the Company, the Trustee, the Securities Administrator, the Conversion Agent and any agent of the Company, the Trustee, the Securities Administrator or the Conversion Agent as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Securities Administrator, the Conversion Agent or any agent of the Company, the Trustee, the Securities Administrator or the Conversion Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder.

(b) Record ownership of Global Notes may be transferred, in whole or in part, only to another nominee of Depository or to a successor of the Depository or its nominee. Notwithstanding anything to the contrary in Section 3.05 of the Base Indenture, if the Depository is at any time unwilling or unable to continue as Depository and a successor Depository is not appointed by the Company within 90 days, the Company will cause Physical Notes to be issued in exchange for the Global Notes. In addition, beneficial interests in a Global Note may be exchanged for Physical Notes upon request by or on behalf of the Depository in accordance with customary procedures. Other than as set forth in this Section 2.02(b) the Notes shall remain in global form as Global Notes.

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(c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to Section 3.05 of the Base Indenture and Section 2.02(b), the Security Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Securities Administrator shall authenticate and deliver pursuant to a Company Order, one or more Physical Notes of like tenor and amount in accordance with Section 3.05 of the Base Indenture.

(d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to Section 3.05 of the Base Indenture and Section 2.02(b), the Global Note shall be deemed to be surrendered to the Securities Administrator for cancellation, and the Company shall execute, and the Securities Administrator shall authenticate and deliver pursuant to a Company Order, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations and the same tenor.

(e) The Holder of Global Notes may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Indenture, Base Indenture or the Notes.

SECTION 2.03. Additional Amounts.

(a) The Company shall make all payments of principal of, premium (if any), interest and any other payment or delivery on the Notes without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by any jurisdiction in which the Company is resident for tax purposes (or in the case of a successor entity any jurisdiction in which such successor entity is organized or resident for tax purposes (or any political subdivision or taxing authority thereof or therein)) (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company or any successor entity, as the case may be, will make such deduction or withholding, will make payment of the amount so withheld to the appropriate governmental authority and will pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holders of such amounts as would have been received by the Holders had no such withholding or deduction been required by the Relevant Jurisdiction, except that no Additional Amounts will be payable:

(i) for or on account of:

(A) any tax, duty, assessment or other governmental charge that would not have been imposed but for:

(1) the existence of any present or former connection between the Holder or beneficial owner of such Note, as the case may be, and the Relevant Jurisdiction including, without limitation, such Holder or beneficial owner being or having been a citizen or resident of such

16

Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, other than merely holding such Note or the receipt of payments thereunder;

(2) the presentation of such Note (where presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium, if any, or interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period;

(3) the failure of the Holder or beneficial owner to comply with a timely request of the Company or any successor entity addressed to the Holder or beneficial owner, as the case may be, to provide information, documentation and certification concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would under applicable law, regulation or administrative practice have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; or

(4) the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere;

(B) any estate, inheritance, gift, sale, transfer, excise or personal property or similar tax, assessment or other governmental charge;

(C) any withholding or deduction in respect of any tax, duty, assessment or other governmental charge where such withholding or deduction is imposed or levied on a payment pursuant to (x) European Council Directive 2003/48/EC (as such directive has been or shall be amended or replaced) or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directives; or (y) the bilateral agreements concluded between the European Union member states and several third countries or dependent or associated territories of the European Union pursuant to article 17.2 of the European Council Directive 2003/48/EC (as such agreements may be amended and/or replaced); or

(D) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B) and (C); or

17

(ii) with respect to any payment of the principal of, or premium, if any, or interest on, such Note to a Holder who is a fiduciary, partnership or Person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, or a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, or beneficial owner been the Holder thereof.

(b) Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, any Note, such mention will be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(c) The provisions of this Section 2.03 supersede and replace the provisions of Section 10.11 of the Base Indenture in their entirety with respect to the Notes.

SECTION 2.04. Company Purchases of Notes. The Company shall have the right to purchase all or part of the Notes at any time before the Maturity Date, without any limitation on price or number, either by repurchasing them through on-market or off-market transactions, or through public tender or exchange offers. Any Notes so repurchased by the Company may, at its discretion, either be (i) cancelled, (ii) held by the Company, (iii) re-sold on the market (to the extent such Note, after such resale, is not a “restricted security” (as defined under Rule 144 under the Securities Act)) or (iv) sold to a Subsidiary and, in the case of (i), (ii) or (iv), shall be deemed to be no longer outstanding under the Indenture.

SECTION 2.05. Subordination. The Company covenants and agrees, and each Holder, by his acceptance of the Notes, likewise covenants and agrees that, to the extent and in the manner set forth in Article XIII of the Base Indenture, the Notes constitute the direct, subordinated and unsecured obligations of the Company and will rank at all times pari passu without any preference or priority among themselves and (subject to such exceptions as are from time to time mandatory under Luxembourg law) rank (i) in priority only to the rights and claims against the Company of the holders of Junior Securities; (ii) pari passu with the rights and claims against the Company of the holders of any Parity Securities; and (iii) junior to the rights and claims against the Company of all Senior Creditors.

ARTICLE 3

INTEREST

SECTION 3.01. Interest Rate. The Notes shall bear interest from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid, from the Issue Date, at a rate of 6.00% per annum (the “Stated Interest Rate”) on the stated principal amount, payable quarterly in arrears on each Interest Payment Date (subject to deferral as described in Section 3.02), to the Persons whose names the Notes are registered in the Security Register at the close of business on the Regular Record Date immediately preceding the Interest Payment Date. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Any payment required to be made on any day that is not a Business Day shall be made on the next succeeding Business Day.

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SECTION 3.02. Optional Deferral of Interest Payments. Interest shall be due and payable on each Interest Payment Date unless the Company elects not to pay such interest on such Interest Payment Date (which the Company may elect to do on any Interest Payment Date unless such Interest Payment Date is a Mandatory Interest Payment Date). Any such election not to pay interest shall not constitute a default of the Company, an Enforcement Event or any other breach of obligations under the Indenture or the Notes or for any other purpose. If the Company decides not to pay the interest on an Interest Payment Date, the Company shall notify the Agents and the Holders in accordance with the Indenture not less than ten and not more than 15 Business Days prior to the relevant Interest Payment Date.

Any interest not paid because of such an election of the Company shall constitute “Optionally Deferred Payments.” Optionally Deferred Payments shall themselves bear interest at the Stated Interest Rate (the “Additional Interest Amount”). Additional Interest Amounts shall accrue from the Interest Payment Date on which such amounts were initially deferred, and shall compound on subsequent Interest Payment Dates, quarterly, at the Stated Interest Rate.

The nominal amount of any Optionally Deferred Payments together with any Additional Interest Amount shall constitute “Optionally Outstanding Payments.”

SECTION 3.03. Payment of Optionally Outstanding Payments. The Company may pay outstanding Optionally Outstanding Payments (in whole but not in part) at any time upon giving not less than ten and not more than 15 Business Days’ notice to the Agents and to the Holders in accordance with the Indenture (which notice shall be irrevocable and will constitute an obligation of the Company to pay the relevant Optionally Outstanding Payments on the payment date specified in such notice). Such notice will also specify the record date, which date shall be no less than 5 Business Days following the date of such notice, for determining the Holders to which such Optionally Outstanding Payments shall be made.

Any outstanding Optionally Outstanding Payments shall become due and payable (in whole but not in part) on any Mandatory Interest Payment Date.

SECTION 3.04. Accrual of Interest. Except as otherwise provided in the Indenture, in the event of a voluntary early conversion with respect to a Note prior to the Maturity Date pursuant to Section 4.02(a) by the Holder other than during a Special Voluntary Conversion Period, such Note shall cease to bear interest from, and including, the Interest Payment Date immediately preceding the relevant Conversion Date or, if the Conversion Date occurs prior to the first Interest Payment Date, the Issue Date.

ARTICLE 4

CONVERSION

SECTION 4.01. Mandatory Conversion.

(a) Mandatory Conversion at Maturity. Unless previously converted, or purchased and cancelled, each $25 principal amount of Notes shall be mandatorily converted on the Maturity Date into a number of Settlement Shares determined in accordance with the Relevant Conversion Ratio. On the Settlement Date, the Company shall, in addition, pay any Optionally Outstanding Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date.

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(b) Accelerated Mandatory Conversion. If an Accelerated Mandatory Conversion Event occurs prior to the 25th Trading Day immediately preceding the Maturity Date, the Company shall give notice thereof (an “Accelerated Conversion Notice”), including the resulting Accelerated Mandatory Conversion Date, to the Holders, the Trustee, the Securities Administrator and the Conversion Agent in accordance with the Indenture without undue delay. Each $25 principal amount of Notes will be mandatorily converted on any Accelerated Mandatory Conversion Date into such number of Settlement Shares as is equal to the Maximum Conversion Ratio. On the Settlement Date, the Company shall, in addition, pay the Make-whole Amount, any Optionally Outstanding Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date.

(c) Early Mandatory Conversion at the Option of the Company. Subject to a period of at least 30 days’ and not more than 60 days’ prior notice to the Holders in accordance with the Indenture, the Company may, at any time during the Conversion Period, mandatorily convert the outstanding Notes, in whole but not in part, on the date of conversion fixed by the Company in the notice (the “Optional Mandatory Conversion Date”). Each $25 principal amount of Notes will be mandatorily converted on the Optional Mandatory Conversion Date into such number of Settlement Shares as is equal to the Maximum Conversion Ratio. On the Settlement Date the Company shall, in addition, pay the Make-whole Amount, any Optionally Outstanding Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date.

SECTION 4.02. Voluntary Conversion.

(a) Voluntary Conversion at the Option of the Holder. Subject to and upon compliance with the provisions of this Article 4, each Holder of a Note shall have the right (the “Voluntary Conversion Right”), at such Holder’s option, to convert each of its Notes in whole or in part on any Business Day during the Conversion Period; provided that no Holder may exercise its Voluntary Conversion Right during any Excluded Period. In the event a Holder exercises its Voluntary Conversion Right, the number of Settlement Shares to be issued and/or delivered by the Company per $25 principal amount of Notes upon conversion will be equal to the Minimum Conversion Ratio. On the Settlement Date, the Company shall, in addition, pay any Optionally Outstanding Payments in respect of the Notes being converted. Accrued and unpaid interest from, and including, the preceding Interest Payment Date, if any, to, but excluding, the Conversion Date will be deemed to have been paid in full rather than canceled, extinguished or forfeited.

The Voluntary Conversion Right may not be exercised by a Holder if such Holder has declared its Notes due and payable in accordance with Section 5.03. Any exercise of a Voluntary Conversion Right during a Special Voluntary Conversion Period shall be considered as an exercise of a Voluntary Conversion Right pursuant Section 4.02(b).

Notwithstanding anything to the contrary in this Supplemental Indenture, if a Holder submits a Conversion Notice (or, in the case of a conversion of a beneficial interest in a Global Note initiated by the Holder), the Company shall have the right within one Business Day to issue a notice of mandatory conversion fixing a date for conversion that complies with Section 4.01(c)

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for all outstanding Notes, in whole but not in part, to the Trustee, the Securities Administrator, the Conversion Agent and the Holders. In that case, all outstanding Notes (including such Notes submitted for voluntary conversion) will be converted into Settlement Shares at the Maximum Conversion Ratio, and the Company will, in addition, pay the Make-whole Amount, any Optionally Outstanding Payments and any other accrued and unpaid interest, all pursuant to Section 4.01(c).

In addition, and notwithstanding anything to the contrary in this Supplemental Indenture, if the Company delivers an Accelerated Conversion Notice pursuant to Section 4.01(b) or a notice of mandatory conversion pursuant to Section 4.01(c), no Holder may convert its Notes pursuant to the Voluntary Conversion Right.

(b) Voluntary Conversion upon the Occurrence of a Relevant Event. Each Holder who exercises its Voluntary Conversion Right during a Special Voluntary Conversion Period has the right to convert its Notes in whole or in part into Settlement Shares at the Relevant Event Conversion Ratio (in the event of a Relevant Event other than a Public Offer) or the Maximum Conversion Ratio (in the event of a Public Offer).

In the event of a voluntary conversion during the Special Voluntary Conversion Period following the occurrence of a Relevant Event that is not a Public Offer, the number of Settlement Shares to be issued and/or delivered by the Company per $25 principal amount of Notes upon conversion will be equal to the Relevant Event Conversion Ratio. In the event of a voluntary conversion during the Special Voluntary Conversion Period following the occurrence of a Public Offer, the number of Settlement Shares to be issued and/or delivered by the Company per $25 principal amount of Notes upon conversion will be equal to the Maximum Conversion Ratio.

In the event of a voluntary conversion during a Special Voluntary Conversion Period, on the Settlement Date, the Company shall, in addition, pay the Make-whole Amount, any Optionally Outstanding Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date, in each case in respect of the Notes being converted.

If a Relevant Event occurs, the Company shall give notice to the Holders, the Trustee and the Securities Administrator in accordance with the Indenture as soon as practicable after becoming aware thereof.

For the avoidance of doubt, each Holder who exercises its Voluntary Conversion Right during a Special Voluntary Conversion Period following a Public Offer that constitutes a Change of Control will have the right to convert each of its Notes in whole or in part into Settlement Shares at the Maximum Conversion Ratio.

Except as provided in Section 4.02(b), the conditions set forth in Section 4.02(a) shall apply to any a voluntary conversion during a Special Voluntary Conversion Period.

If a Free-Float Event occurs prior to the 25th Trading Day immediately preceding the Maturity Date, the Company will give notice thereof to the Holders, the Trustee and the Securities Administrator in accordance with the Indenture without undue delay.

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SECTION 4.03. Fractional Ordinary Shares. Fractions of Settlement Shares for the aggregate number of Notes of a Holder converted pursuant to Section 4.01 or Section 4.02 shall be aggregated, and the result of such aggregation will be rounded down to the next full Settlement Share. Any remaining fraction of a Settlement Share will not be delivered and will not be compensated in cash.

SECTION 4.04. Conversion Procedures.

(a) Conversion; Settlement Shares. The issue and/or delivery of Settlement Shares by the Company upon conversion of the Notes pursuant to Section 4.01 or Section 4.02 is made in lieu of any payment of principal of the Notes and will constitute a discharge of the Company from its corresponding obligation to repay the principal amount of the Notes in cash. Accordingly, except as otherwise described in this Supplemental Indenture, as from the Settlement Date a Holder will not have any rights in relation to the Notes other than the right to have Settlement Shares issued and/or delivered, together with the payment of the Make-whole Amount, if applicable, any Optionally Outstanding Payments and any other accrued and unpaid interest. The mandatory conversion pursuant to Section 4.01 shall not apply to (i) Notes that have been declared due by a Holder in accordance with Section 5.03 and (ii) Notes held by the Company. Notes held by the Company shall be cancelled upon mandatory conversion of the Notes not held by it.

Upon any conversion of the Notes, the Settlement Shares will be delivered to, or to the order of, the Depository or the European Share Depository, as applicable. Upon a conversion of the Notes, Settlement Shares will be New York Registry Shares; provided that a Holder or beneficial owner of a Note may elect to instead receive European Registry Shares pursuant to the terms and conditions of Section 4.04(b). If a Holder or beneficial owner of a Note does not validly elect European Registry Shares and comply with the requirements of Section 4.04(b), New York Registry Shares will be delivered.

(b) Conversion Procedures.

(i) To exercise the Voluntary Conversion Right with respect to a Physical Note, the Holder must:

(A) complete all particulars and properly manually sign the Form of Conversion Notice attached hereto as Exhibit B (the “Conversion Notice”) or a facsimile of the Conversion Notice;

(B) deliver the original Conversion Notice, which is irrevocable, to the Principal Conversion Agent (with a copy to the Company) and the Note to the Principal Conversion Agent on or prior to 4:00 p.m., New York City time, on the last day of the Conversion Period; and

(C) if required, furnish appropriate endorsements and transfer documents.

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In its Conversion Notice with respect to a Physical Note, the Holder must specify whether it wishes to receive (i) New York Registry Shares or (ii) European Registry Shares. If no preference is specified, New York Registry Shares will be delivered.

(ii) If an owner holds a beneficial interest in a Global Note and does not elect to receive European Registry Shares upon conversion, such owner must comply with the Depository’s procedures for converting a beneficial interest in a Global Note.

(iii) If an owner of a beneficial interest in a Global Note wishes to receive European Registry Shares (x) upon a mandatory conversion with respect to such interest, (y) upon the exercise of the Voluntary Conversion Right with respect to such interest or (z) at maturity, then either (x) no later than three Business Days after notice from the Company of a mandatory conversion in the case of a mandatory conversion, (y) upon its exercise of the Voluntary Conversion Right in the case of the exercise of such Voluntary Conversion Right or (z) no later than three Business Days prior to the Maturity Date, such owner of a beneficial interest in the Global Notes must:

(A) complete all particulars and properly manually sign the Conversion Notice or a facsimile of the Conversion Notice; and

(B) deliver the original Conversion Notice (together with all attachments thereto), which is irrevocable, to the Principal Conversion Agent (with a copy to the Company) on or prior to 4:00 p.m., New York City time.

(iv) In the case of Section 4.04(b)(i), Section 4.04(b)(ii) or Section 4.04(b)(iii), the Conversion Agent and Securities Administrator shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signature of the owner, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Conversion Agent or Securities Administrator in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

In addition, the Securities Administrator must receive (x) DWAC instructions given in accordance with the Depository’s procedures from an agent member directing the Securities Administrator to reduce the principal amount of the applicable Global Note in an amount equal to the beneficial interest held by such owner in such Global Note and (y) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository. The Securities Administrator shall give the Company notice of such instructions no later than the Business Day after such instructions are received by the Securities Administrator.

(v) Upon fulfillment of all requirements specified in Section 4.04(b)(i), the Principal Conversion Agent shall confirm whether the number of Notes delivered to the Principal Conversion Agent exceeds or falls short of the number of Notes specified in the Conversion Notice. In the event of any such excess or shortfall, the Holder or owner shall

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receive the lower of (i) such total number of Settlement Shares which corresponds to the number of Notes set forth in the Conversion Notice, or (ii) such total number of Settlement Shares which corresponds to the number of Notes in fact delivered. Any Notes delivered in excess of the number of Notes specified in the Conversion Notice will be redelivered to the Holder or owner at its cost. In the case of Section 4.04(b)(ii) or Section 4.04(b)(iii), the Principal Conversion Agent will act in accordance with the regulations of the Depository in respect of any Global Note.

(vi) The Holder or owner of a beneficial interest in a Global Note will be deemed the record owner of Settlement Shares as at 5:00 p.m., New York City time, on the applicable Settlement Date. Until such time, such Holder or owner will not be entitled to any of the rights of a record holder of Ordinary Shares.

(vii) Upon any Conversion of the Notes, the Settlement Shares to be delivered shall be transferred in accordance with the procedures of the Depository or to the securities account specified in the Conversion Notice.

(c) Issue or Transfer Taxes; Fees. The Company will pay any documentary, stamp or similar issue or transfer tax due or fees payable to Citibank, N.A. (or its successor) upon delivery of New York Registry Shares or to BNP Paribas Securities Services (or its successor) upon delivery of European Registry Shares unless any portion of the tax or fee is due because the Holder requests any Settlement Shares to be issued in a name other than the Holder’s name, in which case the Holder will pay that portion of the tax or fee.

SECTION 4.05. Adjustment of Conversion Price and Conversion Ratio.

(a) Reduction of Capital. In the event of a reduction of capital by reason of losses, the rights of the Holders to receive Ordinary Shares will be reduced accordingly, as if such Holders had been shareholders of the Company as of the date of the issue of the Notes, whether the reduction of capital is achieved through a reduction in the accounting par value of the Ordinary Shares or in the number of Ordinary Shares. In the latter case, the new Conversion Ratio for the allocation of Ordinary Shares will be determined by the Calculation Agent by multiplying the Conversion Ratio in effect prior to the reduction in capital by the following formula:

            Number of Ordinary Shares existing after the transaction            

          Number of Ordinary Shares existing before the transaction

(b) Financial Transactions. If any of the transactions described in this Section 4.05(b) are effected after the Issue Date, the rights of the Holders shall be preserved until the relevant Settlement Date by adjusting the Conversion Ratio in accordance with this Section 4.05(b). Any such adjustment shall be calculated in such a manner so that the value of the Ordinary Shares which would have been delivered in the event of a conversion of the Notes before the occurrence of the transactions that result in an adjustment, is equivalent to the value of the Ordinary Shares which would be delivered in the event of a conversion of the Notes after the occurrence of such transaction. Any such adjustments shall be calculated by the Calculation Agent. In the event of an adjustment carried out in accordance with this Section 4.05(b), the new

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Conversion Ratio shall be calculated to five decimal places and rounded to the nearest one-hundred thousandth (0.000005 being rounded upwards). Any subsequent adjustments shall be carried out on the basis of such newly calculated and rounded Conversion Ratio.

(i)

(A) In the event of a financial transaction conferring a preferential subscription right, the new Conversion Ratio shall be determined by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

            Share price ex-subscription right plus the price of the subscription right            

                                         Share price ex-subscription right

For the purposes of calculating this formula, the Share price ex-subscription right and of the subscription right shall be determined on the basis of the volume-weighted average price on the Stock Exchange of the Ordinary Shares falling in the subscription period during which the Share ex-subscription right and the subscription right are traded.

(B) In the event of a financial transaction by way of a free allocation of listed warrants to shareholders with the possibility of a related placement of securities upon exercise of warrants not exercised by their holders at the end of their subscription period, the new Conversion Ratio shall be equal to the product of the Conversion Ratio in effect prior to the transaction in question multiplied by the following ratio:

            Share price ex-right plus the value of the warrant            

                        Share price ex-right

For the purposes of calculating this formula,

(1) the Share price ex-right shall be calculated on the basis of the volume-weighted average of (x) the prices of the Ordinary Shares on the Stock Exchange falling in the subscription period during which the Ordinary Shares are traded and (y) (1) the sale price of the securities sold in the placement, by applying to such sale price the volume of Ordinary Shares sold in such placement, if such securities are fungible with existing Ordinary Shares, or (2) the prices of the Ordinary Shares on the Stock Exchange on the day the sale price for the securities sold in the placement is fixed, if such securities are not fungible with existing Ordinary Shares; and

(2) the value of the warrant shall be calculated on the basis of the volume-weighted average of (x) the prices of the warrant on the Stock Exchange (or, in the absence of a listing on the Stock Exchange, on any other regulated market) falling in the subscription period during which the warrants are traded, and, (y) for the placement, of the implicit value (“valeur implicite”) of the warrants corresponding to the difference, if it is

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positive, adjusted by the exercise ratio, between the sale price of the securities sold in the placement and the subscription price of the securities, by applying to the value so calculated, the volume corresponding to the warrants exercised to deliver the securities sold in the placement;

(ii) In the event of an increase in Share capital by capitalization of reserves, profits or share premia and by distribution of bonus Ordinary Shares, or in the event of a share split or reverse share split, the new Conversion Ratio shall be determined by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

Number of Ordinary Shares existing after the transaction

Number of Ordinary Shares existing before the transaction

(iii) Only if the Company assigns a nominal value to the Ordinary Shares, in the event of an increase in Share capital without Ordinary Shares being issued by means of a capitalization of reserves, profits or share premia, effected by increasing the nominal value of the Ordinary Shares, the Conversion Ratio will not be adjusted, but the nominal value of the Ordinary Shares which may be deliverable upon conversion will be increased accordingly.

(iv) In case of a distribution of reserves, in cash or in kind, or of premiums, the new Conversion Ratio shall equal the product of the Conversion Ratio in effect prior to the beginning of such transaction and the following ratio:

Value of the Ordinary Share prior to the date on which the Ordinary Shares
are traded ex-distribution

Value of the Ordinary Share prior to the date on which the Ordinary Shares are
traded

ex-distribution minus the amount of distribution per Ordinary Share or value of
the securities or assets distributed per Ordinary Share

For the purposes of calculating this formula:

(A) the value of the Ordinary Share prior to the date on which the Ordinary Shares are traded ex-distribution shall be calculated on the basis of the volume-weighted average price of the Ordinary Share on the first three Trading Days immediately preceding the date on which the Ordinary Shares are traded ex-distribution; and

(B) in case of a distribution in kind:

(1) in the case of distribution of financial instruments, the value of such financial instruments shall be calculated as described above if such financial instruments are already traded on a regulated market in the European Union (or its equivalent in a non-European Union jurisdiction);

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(2) if such financial instruments are not traded on a regulated market in the European Union (or its equivalent in a non- European Union jurisdiction) prior to the date on which the Ordinary Shares are traded ex-distribution, the value of these financial instruments shall be calculated, if such financial instruments are admitted to trading on a regulated market in the European Union (or its equivalent in a non-European Union jurisdiction) during the period of 20 Trading Days commencing on the date on which the Ordinary Shares are traded ex-distribution, on the basis of the volume-weighted average price on such stock exchange during the first three Trading Days that follow the date on which the Ordinary Shares are traded ex-distribution and during which such financial instruments are traded; and

(3) in all other cases (non-traded financial instruments or other assets), by an independent investment banking firm of international repute selected by the Company.

(v) In the event of an allotment of bonus financial instruments of the Company other than Ordinary Shares and subject to Section 4.05(b)(i)(B), the new Conversion Ratio shall be determined:

(A) if the right to receive financial instruments is admitted to trading on the Stock Exchange, by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

Share price ex-right plus the price of the right to receive financial instruments

Share price ex-right

For the purposes of calculating this formula, the Share price ex-right and the price of right to receive financial instruments shall be determined on the basis of the volume-weighted average price on the Stock Exchange of the Ordinary Shares ex-right and of the right to receive financial instruments on the first three Trading Days on which the Ordinary Shares ex-right and the right to receive financial instruments are traded. If this calculation is made on the basis of the volume-weighted average prices for less than two Trading Days, it shall be confirmed or evaluated by an independent investment banking firm of international repute selected by the Company.

(B) if the right to receive financial instruments is not admitted to trading on the Stock Exchange, by multiplying the Conversion Ratio in effect prior to the relevant transaction by the following formula:

Share price ex-right plus the value of the financial instruments
allocated to each Ordinary Share

Share price ex-right

For the purposes of calculating this formula, the Share price ex-right shall be determined as in (v)(A) above and the value of the financial instruments allocated to each Ordinary Share, if such instruments are traded on a regulated market in

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the European Union (or its equivalent in a non- European Union jurisdiction), shall be determined on the basis of the volume-weighted average price during the first three Trading Days following the date of allocation of such financial instruments during which the Ordinary Shares ex-right and the financial instrument(s) are traded. If the financial instruments allocated are not traded on a regulated market in the European Union (or its equivalent in a non-European Union jurisdiction), their value shall be evaluated by an independent investment banking firm of international repute selected by the Company.

(vi) In the event of absorption of the Company by another company or merger of the Company with another company or companies to create a new company, or a division (scission), or spin-off of the Company, the Notes may be converted upon the exercise of the conversion right into shares (“Substitute Shares”) of the absorbing or new company or the companies resulting from any division (scission), transfert d’universalité, transfert du patrimoine professionnel or other spin-off, as the case may be, to the extent that it or they assume the obligations of the Company under the Notes, in the same manner as before such event according to the Conversion Ratio adjusted as set forth below.

The Conversion Ratio for Substitute Shares shall be determined by multiplying the Conversion Ratio in effect before such event by the exchange ratio of Ordinary Shares for Substitute Shares (expressed as a fraction, the numerator of which is the number of Substitute Shares and the denominator of which is the number of Ordinary Shares). In case no exchange ratio of Ordinary Shares for Substitute Shares can be determined, the adjustment, if any, shall be calculated by an independent investment banking firm of international repute selected by the Company.

(vii) In the event that the Company makes an offer to all shareholders to buy back its own Ordinary Shares at a price that is higher than the Market Price the new Conversion Ratio shall be determined by multiplying the Conversion Ratio in effect by the following formula:

Market Price multiplied by (1 minus Pc percent)

Market Price minus Pc percent multiplied by Buy-back Price

For the purposes of calculating this formula:

(A) “Market Price” means the average of at least ten consecutive volume-weighted average prices of the Ordinary Shares on the Stock Exchange chosen from the 20 consecutive volume-weighted average prices of the Ordinary Shares preceding the buyback (or the buy-back offer);

(B) “Pc percent” means the percentage of the Ordinary Share capital that has been bought back; and

(C) “Buy-back Price” means the effective price of buying back Ordinary Shares (which is by definition higher than the Market Price).

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(viii) In case of modification of allocation of the profits of the Company through issuance of voting or non-voting preference shares or other preferred equity instruments, the new Conversion Ratio shall be determined by an independent investment banking firm of international repute selected by the Company, taking into account, among other things, the value of the Ordinary Shares prior to the change in the Company’s profit allocation, the modifications made to the allocation of the profits of the Company, the terms and conditions of the non-voting preference shares or other preferred equity instruments and the terms of the offering of such shares or instruments, it being specified that if such shares or instruments are offered through preferential subscription rights or by way of a free allocation of warrants, the Conversion Ratio shall be adjusted only pursuant to Section 4.05(b)(i) and Section 4.05(b)(v).

(ix) In the event a Record Date in respect of a cash dividend or distribution on the Ordinary Shares occurs, the new Conversion Ratio shall be determined according to the following formula:

NCR     =     CR     x         SP             SP – D

where:

(A) “NCR” means the new Conversion Ratio;

(B) “CR” means the Conversion Ratio previously in effect;

(C) “D” means the amount of the cash dividend or distribution per Ordinary Share in U.S. dollars (converted, if necessary, based on the rate provided by the European Central Bank on the ex-date); and

(D) “SP” means the average of the Share Prices during the three Trading Days preceding the day on which the Ordinary Shares are traded ex-dividend for such dividend or distribution.

(c) Any adjustment to the Conversion Ratio pursuant to this Section 4.05 shall result in an inverse proportional adjustment to the Conversion Price. Whenever the Conversion Ratio is adjusted as herein provided, the Company shall promptly file with the Securities Administrator and any Conversion Agent an Officer’s Certificate setting forth the Conversion Ratio and the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee, the Securities Administrator or any Conversion Agent shall have received such Officer’s Certificate, the Trustee, the Securities Administrator or such Conversion Agent, as applicable, shall not be deemed to have knowledge of any adjustment of the Conversion Ratio or the Conversion Price and may assume without inquiry that the last Conversion Ratio and Conversion Price of which it has knowledge is still in effect. Promptly after delivery of such certificate, and in no event later than 5 Business Days following such delivery, the Company shall prepare a notice of such adjustment of the Conversion Ratio and the Conversion Price setting forth the adjusted Conversion Ratio and Conversion Price and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Ratio and the

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Conversion Price to the Trustee, the Securities Administrator and the Conversion Agent and to each Holder of the Notes. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(d) In the event the Company grants preferential subscription rights as described in Section 4.05(b)(i)(A), the Company shall prepare and deliver a notice to the Trustee, the Securities Administrator and the Conversion Agent and to each Holder of the Notes of such grant prior to the commencement of the grant. Failure to deliver such notice shall not affect any adjustment made under this Section 4.05 and shall not affect the legality or validity of any such adjustment.

(e) For purposes of this Section 4.05, the number of Ordinary Shares at any time outstanding shall not include Ordinary Shares held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on Ordinary Shares held in the treasury of the Company, but shall include Ordinary Shares issuable in respect of scrip certificates issued in lieu of fractions of Ordinary Shares.

(f) Notwithstanding anything to the contrary in this Section 4.05, no adjustment to the Conversion Ratio shall be made:

(i) upon the issuance of any Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in Ordinary Shares under any plan;

(ii) upon the issuance of any Ordinary Shares or options or rights to purchase those Ordinary Shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

(iii) upon the issuance of any Ordinary Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Notes were first issued; or

(iv) for accrued and unpaid interest on the Notes.

(g) In the event that the Company carries out any transaction in respect of which an adjustment to the Conversion Ratio would not be made as specified in Section 4.05(b)(i) through Section 4.05(b)(ix) and if any future law or regulation should provide for an adjustment, the Company shall make such adjustment in accordance with the applicable laws and regulations and with the practices used in the markets on which the Notes are traded. The Board of Directors shall report on the methods of the calculation and the results of any such adjustment in the next annual report of the Company.

SECTION 4.06. Taxes on Ordinary Shares Issued. The Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue or delivery of Ordinary Shares upon conversion of Notes pursuant hereto; provided, however, that if such documentary, stamp or similar issue or transfer tax is due because the Holder of such Notes has requested that Ordinary Shares be issued in a name other than that of the Holder of the Notes converted, then

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such taxes will be paid by the Holder, and the Company shall not be required to issue or deliver any stock certificate evidencing such Ordinary Shares unless and until the Holder shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

SECTION 4.07. Reservation of Ordinary Shares; Ordinary Shares to be Fully Paid; Compliance With Governmental Requirements; Listing of Ordinary Shares. The Company shall reserve, out of its authorized but unissued shares or shares held in treasury, sufficient number of Ordinary Shares to satisfy early mandatory conversion of the Notes pursuant to Section 4.01(c). The Settlement Shares will be subject to all provisions of the articles of association of the Company, will be fully fungible with the other existing Ordinary Shares of the Company and will carry all rights attached to such Ordinary Shares as from the relevant Settlement Date, it being understood that, in the event a Record Date should occur before the relevant Settlement Date, holders will not have the right to receive or to be indemnified for the dividend or any other distribution or allocation with respect to the Ordinary Shares related to such Record Date (without prejudice to the right to adjustment of the Conversion Ratio pursuant to Section 4.05).

The Company covenants that all Settlement Shares shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder).

The Company shall list or cause to have quoted any Settlement Shares on each national securities exchange or over-the-counter or other domestic market on which the Ordinary Shares are then listed or quoted.

The Company shall procure delivery of the Settlement Shares through the Principal Conversion Agent.

SECTION 4.08. Inability to Deliver Settlement Shares. Should the Company become legally barred from delivering or otherwise be unable to deliver Ordinary Shares upon conversion of the Notes, the rights and claims that the Holders would otherwise have to convert their Notes into Ordinary Shares will be suspended for the duration of such inability of the Company to deliver Ordinary Shares; provided that the Notes will continue to bear interest in accordance with Article 3. Such suspension shall not constitute a default of the Company or any other breach of obligations under the Notes (without prejudice to Holders’ rights pursuant to Section 5.02(a)) and shall not affect any other claim or right of the Holders pursuant to the Notes and the Indenture.

If as a result of an event described in Section 5.03 having occurred in relation to the Company, the Company is unable to deliver Settlement Shares to the Holders, the claims of each Holder against the Company for the delivery of Settlement Shares will be converted into a subordinated monetary claim against the Company equal to the Redemption Amount per Note.

The Redemption Amount will be determined by the Calculation Agent. No interest will be payable with respect to the Redemption Amount. The Redemption Amount will fall due for payment not later than on the Business Day prior to the day on which the event described in Section 5.03 occurs.

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SECTION 4.09. Limited Responsibility of Trustee, Securities Administrator and Conversion Agent. The Trustee, the Securities Administrator and any Conversion Agent, or any of their respective agents, shall not at any time be under any duty or responsibility to any Holder to determine or calculate the Conversion Ratio, to determine whether any facts exist which may require any adjustment of the Conversion Ratio, or to confirm the accuracy of any such adjustment when made or the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee, the Securities Administrator and any other Conversion Agent, or any of their respective agents, shall not be accountable with respect to the validity or value (or the kind or amount) of any Ordinary Shares or of any other securities or property that may at any time be issued or delivered upon the conversion of any Notes; and the Trustee, the Securities Administrator and the Conversion Agent make no representations with respect thereto. None of the Trustee, the Securities Administrator nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in the Indenture. The rights, privileges, protections, immunities and benefits given to the Securities Administrator, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Securities Administrator in each of its capacities hereunder, including its capacity as Conversion Agent. This provision shall survive the termination of the Indenture.

SECTION 4.10. Notice to Holders Prior to Certain Actions. In case:

(a) the Company shall declare a dividend (or any other distribution) on its Ordinary Shares that would require an adjustment in the Conversion Ratio pursuant to Section 4.05; or

(b) the Company shall authorize the granting to the holders of all or substantially all of its Ordinary Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants that would require an adjustment in the Conversion Ratio pursuant to Section 4.05 hereof; or

(c) of any reclassification or reorganization of the capital stock of the Company (other than a subdivision or combination of its outstanding capital stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale, lease or transfer of all or substantially all of the assets of the Company and its consolidated Subsidiaries; or

(d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company or any of its Subsidiaries;

then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Supplemental Indenture), the Company shall cause to be filed with the Trustee, the Securities Administrator and any Conversion Agent and to be mailed to each Holder at such Holder’s address appearing on a list of Holders, which the Company shall provide to the Trustee, the Securities Administrator and any Conversion Agent, as promptly as practicable but in any event at least 10 days prior to the applicable date hereinafter specified, a notice stating (x) the

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date on which a record is to be taken for the purpose of such dividend (or any other distribution) or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Ordinary Shares of record to be entitled to such dividend, distribution or rights or warrants are to be determined, or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend (or any other distribution), reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

SECTION 4.11. Stockholder Rights Plan. Each Settlement Share issued upon conversion of Notes pursuant to this Article 4 shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Ordinary Shares issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any stockholder rights plan adopted by the Company, as the same may be amended from time to time. Notwithstanding the foregoing, if prior to any conversion such rights have separated from the Ordinary Shares in accordance with the provisions of the applicable stockholder rights agreement, the Conversion Ratio shall be adjusted at the time of separation as if the Company had distributed to all holders of the Ordinary Shares rights as described in Section 4.05(b)(v) above.

SECTION 4.12. Notice of Source Shares. Within a commercially reasonable period of time following the first general meeting of shareholders of the Company following the Issue Date, the Company shall publish on the Company’s website, or through such other public medium as the Company may use at such time, the outcome of the vote of the on the resolution to enable the issuance of new Ordinary Shares to satisfy the Company’s obligation with such new Ordinary Shares upon conversion of the Notes.

ARTICLE 5

REMEDIES

SECTION 5.01. Applicability of Article V of the Base Indenture. The provisions set forth in this Article 5, with respect to the Notes, supersede in its entirety Article V of the Base Indenture, and all references in the Base Indenture to Article V thereof and defaults and remedies provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this Article 5 and the provisions set forth in this Article 5, respectively; provided, however, that the provisions in Article V of the Base Indenture providing for the collection of fees, expenses and indemnities by the Trustee, the Securities Administrator or any other Agents shall not be deemed to be superseded hereby.

SECTION 5.02. Enforcement Events. (a) If a Non-payment Event occurs, then the Trustee, on behalf of the Holders of the Notes, may, at its discretion, or shall at the direction of Holders of 25% of the aggregate principal amount of outstanding Notes, subject to any applicable laws, institute proceedings for the bankruptcy of the Company and/or prove in any bankruptcy (or other insolvency proceedings) of the Company in respect of any payment or delivery, as the case may be, obligations of the Company arising under the Notes, but may take no other action in respect of such Non-payment Event.

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(b) If a Bankruptcy, Dissolution or Liquidation Event occurs, each Holder will be entitled to declare its Notes due and demand immediate redemption thereof at the Redemption Amount, together with accrued and unpaid interest, if any, to the date of repayment and Optionally Outstanding Payments, if any.

(c) Neither the Trustee nor any Holder may take any action other than pursuant to clause (a) or (b) above in respect of an Enforcement Event, and in particular may not take any other action that would influence the outcome of a bankruptcy proceeding or restructuring outside bankruptcy. In addition, following a judgment for bankruptcy, dissolution or liquidation of the Company, if such judgment that would otherwise constitute an Enforcement Event is overturned on appeal or otherwise validly nullified, then such judgment will be deemed to have never constituted an Enforcement Event and the Notes will be deemed to have not become due and repayable as a result thereof.

SECTION 5.03. Termination Rights of the Holders. Each Holder will be entitled to declare its Notes due and demand immediate redemption thereof at the Redemption Amount, together with accrued interest, if any, to the date of repayment and Optionally Outstanding Payments, if any, in the event that the Company goes into liquidation unless this is done in connection with a merger, or other form of combination with another company and such company assumes all obligations contracted by the Company in connection with the Notes.

Any notice, including any notice declaring Notes due, in accordance with the above will be made by means of a written declaration in the English language delivered by hand or registered mail to the specified officer of the Principal Paying Agent together with proof that such Holder at the time of such notice is a Holder of the relevant Notes by means of a certificate of its Custodian or in other appropriate manner. The Principal Paying Agent shall promptly provide notice to the Company of its receipt of any such notice of declaration.

If any Note is declared due for early redemption by Holders pursuant to the provisions described in this Section 5.03, the Voluntary Conversion Right pursuant to Section 4.02 in respect of such Note may no longer be exercised by such Holder from the time of receipt of the notice of termination by the Principal Paying Agent pursuant to the immediately preceding sentence.

ARTICLE 6

SATISFACTION AND DISCHARGE

SECTION 6.01. Satisfaction and Discharge of the Supplemental Indenture. (a) The satisfaction and discharge provisions set forth in this Article 6 shall, with respect to the Notes, supersede in its entirety Article XII of the Base Indenture, and all references in the Base Indenture to Article XII thereof and satisfaction and discharge provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this Article 6 and the satisfaction and discharge provisions set forth in this Article 6, respectively. When (i) the Company shall deliver to the Security Registrar for cancellation all Notes theretofore

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authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the Securities Administrator for cancellation shall have become due and payable (whether at the Maturity Date or upon early conversion, redemption or otherwise) and the Company shall deposit with the Securities Administrator, in trust, or deliver to the Holders, as applicable, cash funds or Ordinary Shares, as applicable, sufficient to pay all amounts due (and Ordinary Shares deliverable following conversion, if applicable) on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Securities Administrator for cancellation, including principal and interest due, accompanied by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Securities Administrator (which may include any of the Underwriters), and, in the case of (i) or (ii) above, if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Supplemental Indenture shall cease to be of further effect (except as to (A) rights hereunder of Holders of the Notes to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders of the Notes, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Securities Administrator and (B) the rights, obligations and immunities of the Trustee, the Securities Administrator and the Agents hereunder), and the Trustee and the Securities Administrator, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel as required by Section 1.02 of the Base Indenture and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Supplemental Indenture; the Company, however, hereby agrees to reimburse the Trustee and the Securities Administrator for any costs or expenses thereafter reasonably and properly incurred by the Trustee or the Securities Administrator, including the fees and expenses of their counsel, and to compensate the Trustee and the Securities Administrator for any services thereafter reasonably and properly rendered by the Trustee or the Securities Administrator in connection with this Supplemental Indenture or the Notes.

SECTION 6.02. Deposited Monies to Be Held in Trust by Securities Administrator. Subject to Section 6.04, all monies deposited with the Securities Administrator pursuant to Section 6.01 shall be held in trust for the sole benefit of the Holders of the Notes, and such monies shall be applied by the Securities Administrator to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to Persons entitled thereto and to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Securities Administrator, of all sums due and to become due thereon for principal and interest, if any.

SECTION 6.03. Paying Agent to Repay Monies Held. Upon the satisfaction and discharge of this Supplemental Indenture, all monies then held by any Paying Agent (if other than the Securities Administrator) shall, upon written request of the Company, be repaid to it or paid to the Securities Administrator, and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

SECTION 6.04. Return of Unclaimed Monies. Subject to the requirements of applicable law, any monies deposited with or paid to the Securities Administrator for payment of

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amounts due on the Notes and not applied but remaining unclaimed by the Holders of the Notes for two years after the date upon which the principal of or interest, if any, on such Notes, as the case may be, shall have become due and payable, shall be repaid to the Company by the Securities Administrator on demand, and all liability of the Securities Administrator shall thereupon cease with respect to such monies; and the Holder of any of the Notes shall thereafter look only to the Company for any payment that such Holder of the Notes may be entitled to collect unless an applicable abandoned property law designates another Person.

SECTION 6.05. Reinstatement. If the Securities Administrator or the Paying Agent is unable to apply any money in accordance with Section 6.02 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 6.01 until such time as the Securities Administrator or the Paying Agent is permitted to apply all such money in accordance with Section 6.02; provided, however, that if the Company makes any payment of interest on or principal of any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Securities Administrator or Paying Agent.

ARTICLE 7

SUPPLEMENTAL INDENTURES

SECTION 7.01. Amendments or Supplements Without Consent of Holders. In addition to any permitted amendment or supplement to the Indenture pursuant to Section 9.01 of the Base Indenture, the Company, the Trustee and the Securities Administrator may amend or supplement the Indenture or the Notes without notice to or the consent of any Holder of the Notes:

(a) to add guarantees with respect to the Notes; or

(b) to conform the Supplemental Indenture and the form or terms of the Notes to the section entitled “Description of the Notes” as set forth in the final prospectus supplement related to the offering and sale of the Notes dated January 9, 2013.

SECTION 7.02. Amendments, Supplements or Waivers With Consent of Holders. The Company, the Trustee and the Securities Administrator may amend the Notes and the Indenture with respect to the Notes as provided in Sections 9.01 and 9.02 of the Base Indenture. Notwithstanding the foregoing provision and in addition to the provisions of Section 9.02 of the Base Indenture, without the consent of each Holder of an outstanding Note affected thereby, no amendment or waiver may:

(a) make any change that adversely affects the conversion rights of any of the Notes; or

(b) reduce the Redemption Amount of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such redemption, whether through an amendment or waiver of provisions in the covenants, definitions related thereto or otherwise.

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SECTION 7.03. Holders Approval of Amendments. The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it will be sufficient if such consent approves the substance of such proposed amendment, supplement or waiver. After an amendment, supplement or waiver becomes effective, the Company shall give to the Holders affected by such amendment, supplement or waiver a notice in accordance with the Indenture briefly describing such amendment, supplement or waiver. The Company shall mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect in such notice, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

SECTION 7.04. Execution of Supplemental Indenture. In executing this Supplemental Indenture and any amendments or supplements thereto, each of the Trustee and the Securities Administrator shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplemental Indenture is authorized or permitted by the Indenture, and that such Supplemental Indenture, when executed and delivered by the Company, will constitute a valid and binding obligation of the Company enforceable in accordance with its terms. Each of the Trustee and the Securities Administrator may, but shall not be obligated to, enter into any such supplemental indenture which affects its own rights, duties or immunities under this Supplemental Indenture, the Indenture or otherwise.

ARTICLE 8

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 8.01. Applicability of Article VIII of the Base Indenture. The provisions set forth in this Article 8, with respect to the Notes, supersede in its entirety Article VIII of the Base Indenture, and all references in the Base Indenture to Article VIII thereof and the consolidation, merger, conveyance and transfer provisions therein, as the case may be, shall, with respect to the Notes, be deemed to be references to this Article 8 and the provisions set forth in this Article 8, respectively.

SECTION 8.02. Company May Consolidate, Merge, Etc. on Certain Terms. So long as any of the Notes are outstanding, the Company shall not consolidate with or merge into any other Person (excluding Persons controlled by one or more members of the Mittal Family) or convey or transfer all or substantially all of its properties and assets to any other Person (excluding Persons controlled by one or more members of the Mittal Family) unless thereafter:

(a) the Person formed by such consolidation or into which the Company is merged, or the Person which acquired all or substantially all of the Company’s properties and assets (the “Successor Company”), expressly assumes pursuant to a supplemental indenture as provided for in the Indenture the due and punctual payment of interest on and delivery of the consideration due upon conversion of the Notes and the performance or observance of every covenant of the Indenture on the Company’s part to be performed or observed;

(b) immediately after giving effect to such transaction, no Enforcement Event has occurred and is continuing; and

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(c) the Successor Company delivers to the Trustee and the Securities Administrator an Officer’s Certificate and an Opinion of Counsel of recognized standing, each stating that the consolidation, merger, conveyance or transfer and the supplemental indenture referenced in clause (a) above comply with the Indenture and that all conditions precedent in the Indenture relating to the transaction have been complied with and, immediately after giving effect to the transaction, no Enforcement Event has occurred and is continuing, except that such Officer’s Certificate and Opinion of Counsel will not be required in the event that any such consolidation, merger, conveyance or transfer is made by any court or tribunal having jurisdiction over the Company, its properties and its assets.

For purposes of this Section 8.02, the conveyance or transfer of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person (excluding Persons controlled by one or more members of the Mittal Family), which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the conveyance or transfer of all or substantially all of the properties and assets of the Company to such Person.

SECTION 8.03. Successor Company to Be Substituted. In case of any such consolidation, merger, conveyance or transfer pursuant to Section 8.02, such Successor Company (if not the Company) shall succeed to and shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Securities Administrator; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Securities Administrator shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Securities Administrator for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Securities Administrator for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, conveyance or transfer, upon compliance with this Article 8 the Person named as the “Company” in the first paragraph of this Supplemental Indenture (or any successor that shall thereafter have become such in the manner prescribed in this Article 8) may be dissolved, wound up and liquidated at any time thereafter and such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Indenture and the Notes.

In case of any such consolidation, merger, conveyance or transfer, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

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ARTICLE 9

COVENANTS

SECTION 9.01. Agents. The Company shall procure that there will at all times be a Principal Paying Agent, a Principal Conversion Agent and a Calculation Agent. The Company is entitled to appoint other banks of international standing as Agents, or, in the case of the Calculation Agent only, the Company may appoint a financial advisor with appropriate expertise. Furthermore, the Company is entitled to terminate the appointment of any such Agent. In the event of such termination or such Agent being unable or unwilling to continue to act as such an Agent in the relevant capacity, the Company shall appoint another bank of international standing or, in the case of the Calculation Agent only, another financial advisor with appropriate expertise as such an Agent in the relevant capacity. Such appointment or termination will be published without undue delay in accordance with the Indenture, or, should this not be possible, be published in another appropriate manner.

SECTION 9.02. Share Capital. So long as any Notes are outstanding, the Company shall not repay its share capital, nor to alter its articles of association with respect to the distribution of profits to shareholders. However, for the avoidance of doubt, the Company may create voting or non-voting preference shares or other preferred equity instruments, pursuant to the provisions of the law of August 10, 1915 on commercial companies, provided that the rights of the Holders of Notes are protected as described under Section 4.05.

ARTICLE 10

INAPPLICABLE PROVISIONS OF THE BASE INDENTURE

SECTION 10.01. No Redemption. The provisions of Article XI of the Base Indenture shall not apply to the Notes.

SECTION 10.02. No Legal Defeasance or Covenant Defeasance. The provisions of Article IV of the Base Indenture shall not apply to the Notes.

SECTION 10.03. No Offer To Purchase upon a Change of Control. The provisions of Section 10.12 of the Base Indenture shall not apply to the Notes.

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH OF THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FOR THE AVOIDANCE OF DOUBT, THE PROVISIONS OF ARTICLE 86 TO 94-8 OF THE LUXEMBOURG LAW OF AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED, SHALL NOT APPLY TO THE NOTES.

SECTION 11.02. Jurisdiction. TO THE FULLEST EXTENT PERMITTED BY LAW AS APPLICABLE, THE COMPANY IRREVOCABLY AGREES THAT ANY LEGAL SUIT, ACTION OR PROCEEDING BROUGHT BY ANY HOLDER, OR BY ANY PERSON WHO CONTROLS SUCH HOLDER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR

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ON BEHALF OF SUCH HOLDER ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, NEW YORK, AND IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

SECTION 11.03. Holders’ Rights in Proceedings. Any Holder may in any proceedings against the Company or to which the Holder and the Company are parties protect and enforce in its own name its rights arising under its Notes on the basis of:

(a) a certificate issued by its Custodian (i) stating the full name and address of the holder, (ii) specifying the aggregate principal amount of Notes credited on the date of such statement to such Holder’s securities account(s) maintained with its Custodian and (iii) confirming that its Custodian has given a written notice to the Clearing System and the Principal Paying Agent containing the information specified in (i) and (ii) and bearing acknowledgements of the Clearing System and the relevant account holder in the Clearing System; and

(b) a copy of the Global Note, certified as being a true copy by a duly authorized officer of the Clearing System or the Principal Paying Agent and the Principal Conversion Agent; or

(c) any other means of proof permitted in legal proceedings in the country of enforcement.

SECTION 11.04. Notices. As long as Global Notes are outstanding, notices to be given to Holders of the Notes will be given to the Depositary, in accordance with its applicable procedures from time to time. Otherwise, notices to the Holders will be provided to the addresses that appear on the Security Register of the Notes. Neither the failure to give any notice to a particular Holder, nor any defect in a notice given to a particular Holder, will affect the sufficiency of any notice given to another Holder.

SECTION 11.05. Payments on Business Days. In any case where any Interest Payment Date or Mandatory Interest Payment Date shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or of the Notes) payment of interest 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 Mandatory Interest Payment Date, provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, or Mandatory Interest Payment Date, as the case may be, to such succeeding Business Day.

SECTION 11.06. No Security Interest Created. Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

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SECTION 11.07. Trust Indenture Act. This Supplemental Indenture is hereby made subject to, and shall be governed by, the provisions of the Trust Indenture Act required to be part of and to govern indentures qualified under the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof or the Base Indenture that is required to be included herein or in the Base Indenture by any provisions of the Trust Indenture Act, such required provision shall control.

SECTION 11.08. Benefits of Indenture. Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Conversion Agent, any Transfer Agent, any authenticating agent, any Security Registrar and their successors hereunder or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

SECTION 11.09. Calculations. Except as otherwise provided in this Supplemental Indenture, the Company shall be responsible for making all calculations called for under the Notes or in connection with a conversion. The Company shall make all these calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders. The Company shall provide a schedule of its calculations to each of the Trustee, the Securities Administrator and the Conversion Agent (if different than the Securities Administrator), and each of the Trustee, the Securities Administrator and Conversion Agent (if different than the Securities Administrator) is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Securities Administrator shall forward or otherwise make available the Company’s calculations to any Holder upon the request of that Holder at the sole cost and expense of the Company.

SECTION 11.10. 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 11.11. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 11.12. Separability Clause. In the event any provision in this Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Remainder of page intentionally left blank]

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

ARCELORMITTAL
By:	/s/ Thierry Royer
Name:	Thierry Royer
Title:	Vice President, Treasury
By:	/s/ Henk Scheffer
Name:	Henk Scheffer
Title:	Company Secretary Advocate admitted in Rotterdam

[Trustee and Securities Administrator Signatures Follow]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Michael G. Oller, Jr.
Name:	Michael G. Oller, Jr.
Title:	Assistant Vice President
CITIBANK, N.A., as Securities Administrator
By:	/s/ John Hannon
Name:	John Hannon
Title:	Vice President

EXHIBIT A

[FORM OF FACE OF NOTE]

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]¹

¹  Include if a Global Note.

A-1

ARCELORMITTAL

6.00% Mandatorily Convertible Subordinated Note due 2016

No. [            ] [Initially]² $[            ]

CUSIP No. L0302D 178

ArcelorMittal, a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises, in lieu of payment of the principal amount [as set forth in the “Schedule of Increases and Decreases of Notes” attached hereto]³ [of $[            ]]⁴, to deliver, in respect of such principal amount, to [CEDE & Co.]⁵ [            ]⁶, or registered assigns, on January 15, 2016 with respect to each $25 principal amount, as provided in the Supplemental Indenture, a number of Ordinary Shares equal to the Relevant Conversion Ratio unless earlier converted, and to pay interest thereon as set forth in the manner, at the rates and to the Persons set forth in the Indenture.

This Note shall bear interest at a rate of 6.00% per annum from January 16, 2013 or from the most recent date to which interest had been paid or provided to, but excluding, the next scheduled Interest Payment Date, until the principal hereof shall be repaid. Interest on this Note will be computed on the basis of a 360-day year composed of twelve 30-day months. Interest is payable quarterly in arrears on each January 15, April 15, July 15 and October 15 of each year, commencing on April 15, 2013, to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business on the Regular Record Date for such interest.

Interest shall be due and payable on each Interest Payment Date unless the Company elects not to pay such interest on such Interest Payment Date (which the Company may elect to do on any Interest Payment Date unless such Interest Payment Date is a Mandatory Interest Payment Date). Any such election not to pay interest shall not constitute a default of the Company, an Enforcement Event or any other breach of obligations under the Indenture or the Notes or for any other purpose. If the Company decides not to pay the interest on an Interest Payment Date, the Company shall notify the Agents and the Holders not less than ten and not more than 15 Business Days prior to the relevant Interest Payment Date.

Any interest not paid because of such an election of the Company shall constitute Optionally Deferred Payments, which shall themselves bear interest at the Stated Interest Rate. Additional Interest shall accrue from the Interest Payment Date on which such amounts were initially deferred, and shall compound on subsequent Interest Payment Dates, quarterly, at the Stated Interest Rate.

²  Include if a Global Note.

³  Include if a Global Note.

⁴  Include if a Physical Note.

⁵  Include if a Global Note.

⁶  Include if a Physical Note.

A-2

The nominal amount of any Optionally Deferred Payments together with any Additional Interest Amount shall constitute Optionally Outstanding Payments.

The Company shall wire, through the facilities of the Securities Administrator, any payments on any Global Note in immediately available funds to the Depository or its nominee, as the case may be, as the registered Holder of such Global Note. The Company has initially designated the Securities Administrator as the Principal Paying Agent and Security Registrar in respect of the Notes and its agency at its applicable Corporate Trust Office as a place where Notes may be presented for payment or for registration of transfer.

This Note constitutes the direct, subordinated and unsecured obligation of the Company and will rank at all times pari passu without any preference or priority among the Notes and (subject to such exceptions as are from time to time mandatory under Luxembourg law) rank (i) in priority only to the rights and claims against the Company of the holders of Junior Securities; (ii) pari passu with the rights and claims against the Company of the holders of any Parity Securities; and (iii) junior to the rights and claims against the Company of all Senior Creditors.

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

In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control. This Note, for all purposes, shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Articles 86 to 94-8 of the Luxembourg law of August 10, 1915 on commercial companies, as amended (regarding the representation of noteholders and noteholder meetings), shall not apply to this Note.

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

[Remainder of page intentionally left blank]

A-3

IN WITNESS WHEREOF, ARCELORMITTAL has caused this instrument to be signed manually or by facsimile by its duly authorized officers.

Dated: [            ]

ARCELORMITTAL

By:

Name:

Title:

By:

Name:

Title:

A-4

CERTIFICATE OF AUTHENTICATION

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

Dated: [            ]

CITIBANK, N.A., not in its individual capacity but solely as Securities Administrator

By:

Name:

Title:

A-5

[FORM OF REVERSE OF NOTE]

ARCELORMITTAL

6.00% Mandatorily Convertible Subordinated Note due 2016

This Note is one of a duly authorized issue of Securities of the Company (herein called the “Notes”), initially limited to the aggregate principal amount of $2,250,000,000, or 90,000,000 Notes of $25 principal amount each, all issued or to be issued under and pursuant to an Indenture dated as of January 16, 2013, as amended and supplemented from time to time in accordance with the terms thereof (herein called the “Base Indenture”) and as further supplemented and amended by the Supplemental Indenture dated as of January 16, 2013 (herein called the “Supplemental Indenture” and the Base Indenture, as supplemented and amended by the Supplemental Indenture, the “Indenture”) by and among the Company, Wilmington Trust, National Association, herein called the “Trustee”, and Citibank, N.A., herein called the “Securities Administrator”, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Securities Administrator and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture.

The provisions in Article 6 of the Supplemental Indenture supersede the entirety of Article XII of the Base Indenture. The provisions of Article 8 of the Supplemental Indenture supersede the entirety of Article VIII of the Base Indenture. Neither the provisions of Article IV or Article XI of the Base Indenture shall apply to this Note.

The Notes will only be redeemable by conversion into Shares and will not be redeemable in cash, except upon the occurrence of an Enforcement Event. Each Note not converted, or purchased and cancelled, will be mandatorily converted on the Maturity Date into a number of Shares equal to the Relevant Conversion Ratio. On the Settlement Date, the Company shall, in addition, pay any Optionally Outstanding Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date.

Upon the occurrence of an Accelerated Mandatory Conversion Event prior to the 25th Trading Day immediately preceding the Maturity Date, the Company shall notify the Holders, the Trustee and the Securities Administrator in accordance with the Indenture, and each $25 principal amount of outstanding Notes will be mandatorily converted into Shares at the then prevailing Maximum Conversion Ratio. On the related Settlement Date, the Company shall, in addition, pay the Make-whole Amount, any Optionally Outstanding Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date.

As provided in and subject to the provisions of the Indenture, the Company may, at any time during the Conversion Period, mandatorily convert the outstanding Notes, in whole but not in part, on the Optional Mandatory Conversion Date at the then prevailing Maximum Conversion Ratio for each $25 principal amount of Notes. On the related Settlement Date the Company shall, in addition, pay the Make-whole Amount, any Optionally Outstanding Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date.

A-6

As provided in and subject to the provisions of the Indenture, the Holder hereof has the right to convert each of its Notes in whole or in part on any Business Day during the Conversion Period into a number of Settlement Shares equal to the Minimum Conversion Ratio. On the related Settlement Date, the Company shall, in addition, pay any Optionally Outstanding Payments in respect of the Notes being converted. Accrued and unpaid interest from, and including, the preceding Interest Payment Date, if any, to, but excluding, the conversion date will be deemed to have been paid in full rather than canceled, extinguished or forfeited.

Following a Relevant Event, the Holder hereof has the right to exercise its Voluntary Conversion Right during the relevant Special Voluntary Conversion Period and convert each of its Notes in whole or in part into Settlement Shares at the Relevant Event Conversion Ratio (in the event of a Relevant Event other than a Public Offer) or the Maximum Conversion Ratio (in the event of a Public Offer). On the related Settlement Date, the Company shall, in addition, pay the Make-whole Amount, any Optionally Outstanding Payments and any other accrued and unpaid interest to, but excluding, the Settlement Date, in each case in respect of the Notes being converted.

Fractions of Settlement Shares for the aggregate number of Notes of a Holder converted pursuant to the Indenture shall be aggregated, and the result of such aggregation will be rounded down to the next full Settlement Share. Any remaining fraction of a Settlement Share will not be delivered and will not be compensated in cash.

The Company shall pay any cash amounts due in money of the United States that at the time of payment is legal tender for payment of public and private debts.

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 to be effected under the Indenture at any time by the Company, the Trustee and the Securities Administrator with the consent of the Holders of a majority in principal amount of the Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

If a Non-payment Event occurs, then the Trustee, on behalf of the Holders of the Notes, may, at its discretion, or shall at the direction of Holders of 25% of the aggregate principal amount of outstanding Notes, subject to any applicable laws, institute proceedings for the bankruptcy of the Company and/or prove in any bankruptcy (or other insolvency proceedings) of the Company in respect of any payment or delivery, as the case may be, obligations of the Company arising under the Notes, but may take no other action in respect of such Non-payment Event. If a Bankruptcy, Dissolution or Liquidation Event occurs, the Holder hereof will be entitled to declare its Notes due and demand immediate redemption thereof at the Redemption Amount, together with accrued and unpaid interest, if any, to the date of repayment and

A-7

Optionally Outstanding Payments, if any. Neither the Trustee nor any Holder may take any action other than pursuant to the immediately preceding two sentences in respect of an Enforcement Event, and in particular may not take any other action that would influence the outcome of a bankruptcy proceeding or restructuring outside bankruptcy. In addition, following a judgment for bankruptcy, dissolution or liquidation of the Company, if such judgment that would otherwise constitute an Enforcement Event is overturned on appeal or otherwise validly nullified, then such judgment will be deemed to have never constituted an Enforcement Event and the Notes will be deemed to have not become due and repayable as a result thereof

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to deliver Settlement Shares upon conversion of the Notes and to pay the interest on this Note at the time, place and rate, and in the coin and currency, herein prescribed.

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

The Notes are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

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

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

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

A-8

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT
		Custodian
	(Cust)
TEN ENT - as tenants by the entireties
	(Minor)
JT TEN - as joint tenants with right of Survivorship and not as tenants in common	Uniform Gifts to Minors Act                      (State)

Additional abbreviations may also be used though not in the above list.

A-9

SCHEDULE A⁷

SCHEDULES OF INCREASES AND DECREASES OF NOTES

ARCELORMITTAL

6.00% Mandatorily Convertible Subordinated Notes due 2016

The initial principal amount of this Global Note is              DOLLARS ($[            ]). The following increases or decreases in this Global Note have been made:

Date Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Securities Administrator or Custodian

⁷  Include if a Global Note.

A-10

EXHIBIT B

[FORM OF CONVERSION NOTICE]

THIS FORM WILL NOT BE ACCEPTED UNLESS IT IS PROPERLY COMPLETED AND EXECUTED AND ALL ATTACHMENTS REQUIRED HEREBY ARE DELIVERED TO THE CONVERSION AGENT.

To: ArcelorMittal

To: Citibank, N.A. in its capacity as Conversion Agent

Check A or B below

¨ A. The undersigned is the registered Holder of a Physical Note (No. [    ]) and hereby irrevocably exercises the Voluntary Conversion Right to convert all of such Note or the principal amount thereof noted below, into Settlement Shares, in accordance with the terms of the Indenture referred to in this Note, and directs that cash payable, if any, and any Settlement Shares issuable and/or deliverable upon conversion and any Notes representing any unconverted principal amount hereof, be paid or issued and/or delivered, as the case may be, to the registered Holder hereof unless a different name has been indicated below. If any Ordinary Shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. The undersigned must attach hereto the pertinent IRS Form W-9 or Form W-8 (or such other successor form) and such other information as may be required by the Securities Administrator with respect to any amounts that may be payable in connection with this Conversion Notice.

Principal amount to be converted:
Settlement Shares to be delivered (check one):	¨ European Registry Shares
	¨ New York Registry Shares

¨ B. The undersigned is the owner of a beneficial interest in a Global Note and in connection with a conversion of its interest in such Global Note elects to receive the Settlement Shares as European Registry Shares.

THE FOLLOWING MUST BE COMPLETED BY EACH HOLDER OR OWNER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE SUBMITTING A CONVERSION NOTICE:

Name (including if to be issued otherwise than to the registered Holder):
Address:
Phone Number/Facsimile Number:	/

B-1

Wire Instructions (must be to a U.S. dollar-denominated account):

Securities Account to which Settlement Shares are to be delivered:

ATTACH HERETO THE IRS FORM W-9 OR W-8BEN (OR SIMILAR IRS FORMS) OF THE PAYEE OF ANY AMOUNTS PAYABLE IN CONNECTION WITH THE CONVERSION.

Signature(s)

Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Securities Administrator.

Signature Guarantee

B-2

EXHIBIT C

[FORM OF ASSIGNMENT AND TRANSFER]

For value received                                           hereby sell(s), assign(s) and transfer(s) unto                                      (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints                                  to transfer the said Note on the books of the Company, with full power of substitution in the premises.

Signature(s)

Signature(s) must be guaranteedby an institution which is a member of one of the following recognized signature Guarantee Programs:

(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Securities Administrator.

Signature Guarantee

C-1

EX-5.1

Exhibit 5.1

ArcelorMittal S.A.

19, Avenue de la Liberté

L-2930 Luxembourg

Luxembourg, 16 January, 2013

O/Ref.:	PH/TKA/bk
Re:	Legal opinion

Dear Sirs,

1. We have acted as Luxembourg counsel to ArcelorMittal, a société anonyme organised under the laws of Luxembourg with registered office at 19, avenue de la Liberté, Luxembourg, registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B 82.454 (the “Company”), in connection with the Company’s offering, pursuant to a post-effective amendment N°1 to the Registration Statement on Form F-3 (the “Registration Statement”) filed on 9 January 2013 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of $ 2,250,000,000 6.00% Mandatory Convertible Subordinated Notes due 2016 (the “Notes”).

2. The Notes are issued under a subordinated securities indenture dated 16 January 2016 (the “Subordinated Indenture”) entered into between the Company, Wilmington Trust, National Association, as trustee (the “Trustee”), and Citibank, N.A., as securities administrator (the “Securities Administrator”) as supplemented by the first supplemental indenture with respect to the Notes dated January 16, 2013 (the “First Supplemental Indenture” and, together with the Subordinated Indenture, the “Subordinated Indentures”) and will be convertible into new or existing ordinary shares of the Company (“Shares”). The issue and sale of the Notes is concurrent with the sale by the Company of its 104,477,612 ordinary shares which have been issued on January 14, 2013 (the “Capital Increase”).

2, place Winston Churchill - B.P. 425 - L 2014 Luxembourg - T (352) 44 66 44 0 - F (352) 44 22 55 - www.ehp.lu

GEDI:3411198v5

3. For the purpose of this opinion, we have reviewed the following documents:

3.1 an e-mailed copy of the Registration Statement;

3.2 an e-mailed copy of the executed Subordinated Indenture;

3.3 an e-mailed copy of the executed First Supplement Indenture;

3.4 a copy of the Company’s restated articles of association (statuts coordonnés) as at May 8, 2012 as deposited in the Company’s file with the RCS on January 16, 2013 (the “Articles”);

3.5 an e-mailed scanned copy of the certificate issued by the Company Secretary of the Company together with another authorised representative of the Company dated January 9, 2013 confirming the resolutions passed by the board of directors of the Company (the “Board of Directors”) on January 9, 2013 (the “Officers’ Certificate”);

3.6 an e-mailed scanned copy of the certificate issued by the Company Secretary of the Company together with another authorised representative of the Company dated January 16, 2013 enclosed as Annex I hereto (the “Equity Certificate”);

3.7 an electronic certificat de non-inscription d’une décision judiciaire (certificate as to the non-inscription of a court decision) issued by the RCS on January 16, 2013 (the “RCS Certificate”) certifying that as of January 15, 2013 no court decision as to inter alia the faillite (bankruptcy), concordat préventif de faillite (moratorium), gestion contrôlée (controlled management), sursis de paiement (suspension of payments) or liquidation judiciaire (compulsory liquidation), and no foreign court decision as to faillite, concordat or other analogous procedures according to Council Regulation (EC) n°1346/2000 of 29 May 2000 on insolvency proceedings (“Regulation 1346/2000”) is filed with the RCS in respect of the Company;

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3.8 a copy of the list of authorised signatories of the Company dated October 1, 2012 and filed with the RCS on October 24, 2012; and

3.9 an electronic extract issued by the RCS in relation to the Company dated January 16, 2013 (the “Extract”).

The documents listed under paragraphs 3.1 through 3.9 are hereinafter referred to as the “Documents”.

4. We have made an enquiry on the website of the Bar of Luxembourg (Barreau de Luxembourg) (www.barreau.lu) on January 16, 2013 at 10:12 am (CET) as to whether bankruptcy proceedings against the Company have been filed with the court in Luxembourg and we have made an electronic company search on the Company on the website of the RCS on January 16, 2013 at 10:07 am (CET) (the “Company Search”). Our enquiries showed that no bankruptcy procedure had been filed to that time and we have received the RCS Certificate. It should be noted that such searches are subject to the disclaimers on the relevant websites and are not capable of revealing whether a writ has been served on the Company but has not yet been enrolled with the court and thus we cannot opine thereon or as to whether a writ commencing any such proceeding has been served on the Company but has not yet been enrolled with the court. The search at the RCS showed further that as at its date no compulsory liquidation procedure is pending in relation to the Company. It should be noted that notice of a winding-up order or a resolution to that effect passed may not be filed with the RCS immediately or may, even though filed, not be published on the website of the RCS immediately. Thus, we cannot opine as to whether any liquidation procedure has been initiated but not yet filed and published with the RCS.

5. For this opinion, we have relied on the accuracy and completeness of the Articles and that they correctly reflect the issued share capital of the Company, except for the issue of the Shares in the Capital Increase. We have furthermore assumed that all copies of documents that we have reviewed conform to the originals, that all originals are genuine and complete and that each signature is the genuine signature of the individual as signatory on the document. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed including the Equity Certificate, (ii) the performance of the Hedging Agreements (as defined in the Equity Certificate) by the parties thereto, (iii) that the Notes conform to the form thereof that we have reviewed and (iv) that the Notes have been authenticated in accordance with the terms of the Subordinated Indentures. We have assumed that the Notes have been issued against a payment in cash and new Shares issued on conversion

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of Notes will be issued in exchange of the delivery of the relevant converted Notes in accordance with their terms. We have also assumed that the statements made in the Officers’ Certificate are a true record of the proceedings and facts described therein, and that the resolutions described in the Officers’ Certificate were validly passed in a duly convened and constituted meeting of the Board of Directors and that such resolutions are and remain in full force and effect without modification and have not been amended, rescinded or terminated and that the information contained therein is true, complete and accurate at the date of this opinion. We have furthermore assumed that the Articles have not been amended and that the List of Authorised Signatories remains in full force and effect and has not been amended, rescinded or terminated.

6. This opinion is confined to matters of Luxembourg law (as defined below). Accordingly, we express no opinion with regard to any system of law other than the laws of Luxembourg as they stand as of the date hereof and as such laws as of the date hereof have been interpreted in published case law of the courts of Luxembourg (“Luxembourg law”). This opinion speaks as of the date hereof. No obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion letter in any respect.

7. On the basis of the above assumptions and subject to the qualifications set out below, having considered the Documents listed above and having regard to all relevant laws of Luxembourg, we are of the opinion that:

7.1 The Company is a public limited liability company (société anonyme) duly incorporated and existing in Luxembourg. The Company possesses the capacity to be sued and to sue in its own name.

7.2. The Company has all the necessary corporate power and authority to issue and deliver the Notes and has taken all necessary corporate actions, and no other action is required to be taken by it, to authorise the issuance and delivery of the Notes, and the issuance and delivery of Shares upon conversion of the Notes in accordance with their terms.

7.3. The existing Shares are validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid to the Company by the holders thereof in connection with the delivery of such Shares).

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7.4. Subject to the delivery to the Company of the relevant converted Notes, new Shares issued on a conversion will be validly issued, fully paid and non-assessable.

We express no opinion on the legality, validity or enforceability of the Notes under the laws of New York.

8. This opinion is subject to any limitations arising from bankruptcy, insolvency, liquidation, moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors. Insofar as the foregoing opinions relate to the valid existence of the Company, they are based solely on the Articles and the searches described above in section 3. However such searches are not capable of conclusively revealing whether or not any bankruptcy (faillite), compulsory liquidation (liquidation judiciaire), re-organisation, reconstruction or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée) or composition with creditors (concordat) proceedings or voluntary dissolution and liquidation proceedings have been initiated and the relevant corporate documents (including, but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a receiver, manager, administrator or administrative receiver) may not be held at the RCS immediately and there may be a delay in the relevant notice appearing on such files.

9. This opinion is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any other matters. In this opinion Luxembourg legal concepts are translated into English terms and not in their original French terms used in Luxembourg laws. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion is governed by Luxembourg law and the Luxembourg courts shall have exclusive jurisdiction thereon.

10. It is understood that this opinion is to be used only in connection with the offer and sale of the Notes.

11. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Report on Form 6-K filed by the Company and incorporated by reference into the Registration Statement and to the use of our name in the Registration Statement under the heading “Validity of the Securities” and under the heading “Tax Considerations”, as Luxembourg counsel for the Company. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement,

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including this Exhibit, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein

Yours faithfully,

            /s/ Philippe Hoss            

Philippe Hoss

Elvinger, Hoss & Prussen

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Annex I

Equity Certificate

January 16, 2013

We, Thierry Royer, Group Treasurer, and, Henk Scheffer, Company Secretary, of ArcelorMittal, a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 19, avenue de la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg, and being registered with the Registre de Commerce et des Sociétés, Luxembourg under B 82.454 (the “Company”), hereby certify and confirm that as of the date hereof:

(i) the Company has 107,699,239 authorised but unissued shares;

(ii) based on currently applicable conversion ratios, the Company’s outstanding USD 800,000,000 5.00% Convertible Senior Notes due 2014 are convertible into 28,310,046 shares and its outstanding EURO 1,249,999,998.75 7.25% Bonds convertible into and/or exchangeable for new or existing ArcelorMittal shares due April 1^st, 2014 are convertible into 65,864,197 shares, representing a total number of 94,174,243 shares;

(iii) the Company has acquired and holds certain call options (the “Call Options”) on its own shares in order to hedge its obligations arising out of the potential conversion of the two convertible bonds referred to in (ii). All the shares to be delivered under such bonds are covered by such Call Options;

(iv) the Company holds 11,807,462 shares in treasury via an indirect fully owned subsidiary of the Company;

(v) the Company and Lumen Investments S.à r.l (“Lumen”) entered on January 9, 2013 into a share lending agreement, pursuant to which Lumen agrees to make available for borrowing by the Company, at any time and from time to time, shares up to a maximum amount of 48,900,000 shares (such agreement together with the Call Options, the “Hedging Agreements”);

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(vi) based on the currently applicable conversion ratio, the maximum number of shares to be delivered under the Company’s USD 2,250,000,000 6.00% Mandatory Convertible Subordinated Notes due 2016 is 134,328,598 shares;

(vii) the Company’s obligation to deliver shares under its existing share plans and employee stock option plans (some of which will only vest during 2014), amounts to 26,502,288 shares;

(viii) other than the securities and instruments described in (ii), (vi) and (vii), there are no other securities or instruments of the Company giving access to its share capital;

(ix) on the basis of the foregoing, the Company has an aggregate of 168,406,701 shares available under its authorised but unissued share capital, its treasury shares and the Hedging Agreements to satisfy rights to receive delivery of up to 160,830,886 shares by holders of convertible securities, share awards and options, leaving an excess of available shares of 7,575,815 shares.

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Sincerely,

/s/ Thierry Royer	/s/ Henk Scheffer
By: Thierry Royer        Vice President, Treasury	By: Henk Scheffer        Company Secretary        Advocate admitted in Rotterdam

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EX-5.2

Exhibit 5.2

January 16, 2013

ArcelorMittal

19, avenue de la Liberté

L-2930 Luxembourg

Grand Duchy of Luxembourg

Ladies and Gentlemen:

We have acted as special United States counsel to ArcelorMittal, a société anonyme organized under the laws of Luxembourg (the “Company”), in connection with the Company’s offering pursuant to a registration statement on Form F-3 (No. 333-179763) (the “Registration Statement”), as amended by post-effective amendment No. 1 thereto, of U.S.$2,250,000,000 aggregate principal amount of 6.00% mandatorily convertible subordinated notes due 2016 (the “Notes”) issued under a subordinated indenture dated as of January 16, 2013 (the “Base Indenture”) and a supplemental indenture thereto dated as of January 16, 2013 (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”) in each case among the Company, Wilmington Trust, National Association, as trustee (the “Trustee”), and Citibank, N.A., as securities administrator (the “Securities Administrator”)

In arriving at the opinion expressed below, we have reviewed the following documents:

(a) a copy of the executed Base Indenture and a copy of the executed Supplemental Indenture; and

(b) a copy of the Notes in global form as executed by the Company and authenticated by the Securities Administrator.

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In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes in global form are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

We note that the designation in Section 1.14 of the Indenture of the U.S. federal courts sitting in New York City as the venue for actions or proceedings relating to the Indenture (notwithstanding the waiver in Section 1.14) is subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such an action or proceeding.

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York.

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We hereby consent to the filing of this opinion as Exhibit 5.2 to the Report on Form 6-K furnished by the Company and incorporated by reference into the Registration Statement and to the reference to this firm in the prospectus supplement dated January 9, 2013, under the heading “Validity of the Securities” as counsel for the Company who have passed on the validity of the Notes being registered by the Registration Statement and under the heading “Tax Considerations” as having advised the Company as to certain U.S. federal income tax considerations. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term “expert” as used in the United States Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By	/s/ John D. Brinitzer
	John D. Brinitzer, a Partner